HomeMy WebLinkAboutR-2024-045 Line of Credit to Fund Capital Improvement Projects 1RESOLUTION NO. 2024-.WS-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF A CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2024 OF THE ISSUER IN THE
PRINCIPAL AMOUNT OF NOT TO EXCEED $6,000,000.00 TO FINANCE
CERTAIN CAPITAL PROJECTS ; PROVIDING THAT THE NOTE SHALL BE
PAY ABLE FROM PLEDGED REVENUES; AUTHORIZING AND DELEGATING
TO THE MAYOR OR CITY MANAGER THE SALE OF THE NOTE TO THE
LENDER PURSUANT TO THE TERMS AND CONDITIONS OF A LINE OF
CREDIT AGREEMENT WITH THE LENDER; APPROVING THE EXECUTION
AND DELIVERY OF SAID LINE OF CREDIT AGREEMENT; PROVIDING FOR
THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF THE
NOTE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Dania Beach, Florida (the "Issuer") is a municipal corporation
duly created and existing pursuant to the Constitution and laws of the State of Florida; and
WHEREAS, the Issuer determined that it is necessary and desirable and in the best interest
of the inhabitants of the Issuer to finance for the Issuer the costs and expenses associated with the
construction of stormwater utility projects, including but not limited to, the Southeast Drainage
Project, Phase I, in accordance with the plans on file with the Issuer (the "Project"); and
WHEREAS, it is determined to be in the best interest of the Issuer to issue its not to exceed
$6,000,000 Capital Improvement Revenue Note, Series 2024 (the "Note") pursuant to a Line of
Credit Agreement (the "Line Credit Agreement") between the Issuer and Truist Commercial
Equity, Inc. (the "Lender") in substantially the form attached hereto as Exhibit A, to finance the
Project; and
WHEREAS, debt service on the Note w ill be secured by Pledged Revenues, as defined in
the Line of Credit Agreement; and
WHEREAS, the Pledged Revenues shall be suffic ient to pay all principal of and interest
and prepayment premium, if any, on the Note, as the same becomes due, and to make all deposits
or payments required by this Resolution and the Line of Credit Agreement; and
WHEREAS, the Issuer shall never be required to levy ad valorem taxes to pay debt service
on the Note or to make any other payments under this Resolution or the Line of Credit Agreement.
The Note shall not constitute a lien on any property owned by or situated within the limits of the
Issuer; and
WHEREAS, the Issuer has received a proposal from the Lender, and it is hereby found,
determined and declared that a negotiated sale of the Note to the Lender, is in the best interest of
the Issuer because a bank loan and consequent impact of duration of maturity of the Note will save
the Issuer considerable time and expense as compared to selling the Note in a public sale; and
WHEREAS, it is hereby ascertained , determined and declared that it is in the best interest
of the Issuer to authorize the Mayor or City Manager to accept the offer from the Lender to
purchase the Note at a negotiated sale upon the terms and conditions set forth in this Resolution
and the Line of Credit Agreement; and
WHEREAS, the Lender will provide to the Issuer, prior to the sale of the Note, a disclosure
statement regarding the Note containing the information required by Section 218 .385(6), Florida
Statutes, in substantially the fmm attached hereto as Exhibit C.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
""S..;a.e"""'ct __ io=n;;;;..;;;;1.;;.... _....;RE='--'C:;.;;I=--T=AL==S . That the foregoing recitals are true and correct and are
incorporated herein by this reference.
Section 2. AUTHORITY. That thi s Resolution is enacted pursuant to the Florida
Constitution; Chapter. 166, Florida Statutes; the Charter of the Issuer; and other applicable
provisions of law.
Section 3. AUTHORIZATION OF THE NOTE. That subject and pursuant to
the provisions of this Resolution, an obligation of the Issuer to be known as "City of Dania Beach,
Florida, Capital Improvement Revenue Note, Series 2024" is hereby authorized to be issued under
and secured by this Resolution and the Line of Credit Agreement in the principal amount of not to
exceed $6,000 ,000.00, for the purposes of (i) financing the cost of the Project; and (ii) paying the
transaction costs associated with the Note.
Section 4. AUTHORIZATION OF THE PROJECT. That the financing of the
Project is hereby approved.
2 RESOLU TION #2024 -~
Section 5. SALE OF THE NOTE. That because of the characteristics of the
Note, prevailing market conditions, the ability of the Issuer to access direct purchase with the
Lender and for the Issuer to receive the benefits of lower interest rates and issuance costs, it is
hereby determined that it is in the best interest of the Issuer to accept the offer of the Lender to
purchase the Note at a private negotiated sale pursuant to the terms of the Proposal. Prior to the
issuance of the Note, the Issuer shall receive from the Lender a Lender's Ce1iificate, the f01m of
which is attached hereto as Exhibit B and the Disclosure Letter containing the information required
by Section 218.385, Florida Statutes, a form of which is attached hereto as Exhibit C.
Section 6. DESCRIPTION OF NOTE. That the amount of the Note shall not
exceed $6,000,000. The Note shall be made as a tax-exempt bonowing, which shall include co sts
of issuance incuned by the Issuer and shall bear interest and shall be repayable according to the
te1ms and conditions set forth in the Line of Credit Agreement with such changes, insetiions and
omissions as may be approved by the Mayor or City Manager.
The Issuer 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 according to the true intent and meaning
hereof and thereof. The Note shall not be or constitute a general ob ligation or indebtedness of the
Issuer as a "bond" within the meaning of Atiicle VII, Section 12 of the Florida Constitution, but
shall be payable solely from the Pledged Revenues in accordance with the te1ms of this Resolution
and the Line of Credit Agreement. No holder of the Note issued hereunder shal l ever have the
right to compel the exercise of any ad valorem taxing power or taxation of any real or personal
prope1iy thereon or be entitled to payment of the Note from any funds of the Issuer except from
the Pledged Revenues as described in the Line of Credit Agreement.
Section 7. APPROVAL OF LINE OF CREDIT AGREEMENT. That the Mayor
or City Manager, as attested by the City Clerk and approved as to form and correctness by the City
Attorney , or any other appropriate officers of the Issuer, are hereby authorized and directed to
execute and deliver a Line of Credit Agreement to evidence the Note, to be entered into by and
between the Issuer and the Lender in substantially the form attached hereto as Exhibit A with such
changes, insertions and omissions as may be approved by the Mayor or City Manager, the
execution thereof being conclusive evidence of such approval.
3 RESOLUTION #2024 -045'
Section 8. OTHER INSTRUMENTS. That the Mayor, the City Manager, the City Clerk,
the City Attorney and other officers, attorneys and other agents and employees of the Issuer are
hereby authorized to perform all acts and things required of them by this Reso lution and the Line
of Credit Agreement or desirable or consistent with the requirements hereof for the full, punctual
and complete performance of all of the te1ms , covenants and agreements contained in the Note,
this Resolution and the Line of Credit Agreement and they are hereby authorized to execute and
deliver all documents which shall be required by Note Counsel or the Lender to effectuate the sale
of the Note. All action taken to date by the officers , attorneys and any other agents and employees
of the Issuer in furtherance of the issuance of the Note is hereby approved , confirmed and ratified.
Section 9. ADDITIONAL INFORMATION. That the Note and Line of Credit
Agreement shall not be executed and delivered unless and until the Issuer has received all
information required by Section 218.385 , Florida Statutes.
Section 10. EFFECTIVE DATE. That this Reso lution shall be effective immediately
upon adoption.
PASSED AND ADOPTED on f\yf \ \ q , 2024.
Motion bil,mm, S:c:-1CY11i' J arru $ , second by ~-, c( MUA-f r LtweJ l,c.n .
FINAL VOTE ON ADOPTION : Unanimous ✓
Yes No
Commissioner Joyce L. Davis
Commissioner Tamara James
Com.missioner Marco Salvino
Vice Mayor Lori Lewellen
Mayor Archibald J. Ryan IV
SIGNATURE PAGE TO FOLLOW
4 RESOLUTION #2024-U-15
APPROVED AS TO FORM AND CORRECTNESS:
5
ARCHI
MAYOR
RESOLUTION #2024-045
EXHIBIT A
FORM OF LINE OF CREDIT AGREEMENT
LINE OF CREDIT AGREEMENT
by and between
CITY OF DANIA BEACH, FLORIDA
and
TRUIST COMMERCIAL EQUITY, INC
Dated as of April~ 2024
NOT TO EXCEED $6,000,000
CITY OF DANIA BEACH, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2024
BMO Draft#2
4/3/2024
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
SECTIONS.
TABLE OF CONTENTS
Page
DEFINITIONS ................................................................................................................. 1
INTERPRETATION ........................................................................................................ 6
1HE LOAN ...................................................................................................................... 6
DESCRIPTION OF 1HE NOTE .................................................................................... 6
EXECUTION OF NOTE. ................................................................................................ 9
REGISTRATION AND TRANSFER OF NOTE ........................................................ 10
NOTE MUTILATED, DESTROYED, STOLEN OR LOST ....................................... 11
FORM OF NOTE ........................................................................................................... 11
SECTION 9. SECURITY FOR NOTE; NOTE NOT DEBT OF THE ISSUER ............................... 11
SECTION 10. COVENANT TO BUDGET, APPROPRIATE AND DEPOSIT ............................... 11
SECTION 11. DEBT SERVICE FUND ................................................................................................ 12
SECTION 12. APPLICATION OF NOTE PROCEEDS .................................................................... 13
SECTION 13. COVENANTS OF 1HE ISSUER. ................................................................................ 13
SECTION 14. REPRESENTATIONS AND WARRANTIES OF 1HE ISSUER. ............................. 14
SECTION 15. REPRESENTATIONS AND WARRANTIES OF THE LENDER. .......................... 15
SECTION 16. CONDITIONS PRECEDENT ...................................................................................... 16
SECTION 17. NOTICES ....................................................................................................................... 17
SECTION 18. EVENTS OF DEFAULT DEFINED ............................................................................ 18
SECTION 19. REMEDIES ..................................................................................................................... 18
SECTION 20. NO PERSONAL LIABILITY ........................................................................................ 19
SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS .................. 19
SECTION 22. AMENDMENTS, CHANGES AND MODIFICATIONS ......................................... 19
SECTION 23. BINDING EFFECT ........................................................................................................ 19
SECTION 24. SEVERABILITY ............................................................................................................. 19
SECTION 25. EXECUTION IN COUNTERPARTS .......................................................................... 19
SECTION 26. APPLICABLE LAW ...................................................................................................... 19
SECTION 27. VENUE; TRIAL BYJURY ............................................................................................ 19
SECTION 28. PATRIOT ACT .............................................................................................................. 20
SECTION 29. NO ADVISORY OR FIDUCIARY RELATIONSHIP ............................................... 20
EXHIBIT A -FORM OF NOTE
ii
LINE OF CREDIT AGREEMENT
This LINE OF CREDIT AGREEMENT is made and entered into as of April~ 2024
by and between CITY OF DANIA BEACH, FLORIDA (the "Issuer"), and TRUIST
COMMERCIAL EQUITY, INC. (together with its successors and/or assigns, the "Lender").
WITNESSETH:
WHEREAS, the Issuer has previously determined that it is necessary for the health,
safety and welfare of the Issuer and in the best interest of its inhabitants to fund the Project (as
hereinafter defined). Issuance of the Note (as hereinafter defined) satisfies an essential public
purpose.
WHEREAS, the Issuer received a proposal from the Lender and the Lender has agreed to
make a not to exceed $6,000,000 revolving line of credit available to the Issuer; and
WHEREAS, pursuant to the Resolution, the Issuer has determined that it is in the best
interest of the health, safety and welfare of the Issuer and the inhabitants thereof that the Issuer
pledge the Pledged Revenues to secure the obligations of the Issuer to repay the principal of and
interest on the Note when due; and
WHEREAS, the obligation of the Issuer to repay principal of and interest on the Note will
not constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning
of any provision of the Constitution or laws of the State, but shall be and is hereby declared to be
a special, limited obligation of the Issuer, secured solely by the Pledged Revenues; and
WHEREAS, the Issuer is not authorized to levy taxes on any property of or in the Issuer
to pay the principal of or interest on the Note or to make any other payments provided for
herein; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
set forth and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used in this Line of Credit Agreement
and not defined in this Section 1 shall have the meanings assigned in the Resolution. The
following terms shall have the following meanings herein, unless the text otherwise expressly
requires:
"Act" means Chapter 166, Part II, Florida Statutes, as amended, and other applicable
provisions of law.
"Adjusted Essential Expenditures" means essential expenditures for general government
and public safety as shown in the Issuer's audited financial statements less any revenues derived
from ad valorem taxation on real and personal property that are legally available to pay for such
expenditures.
"Adjusted SOFR Rate" means the rate of interest per annum equal to the product of (a)
79% and (b) the sum of (i) the Benchmark (provided that if said rate would be less than 0%, then
it shall be deemed to be 0%), plus (ii) the Spread [79% *(Benchmark+ Spread%)], which shall be
adjusted with changes in the Benchmark. The Adjusted SOFR Rate shall adjust monthly on the
first day of each Interest Period. Any change in the Adjusted SOFR Rate due to a change in the
Benchmark shall be effective from and including the effective date of such change in the
Benchmark without notice to Issuer.
"Advance" means deposit by wire transfer or credit from the Lender to/for the account of
the Issuer of a portion of the Loan by Lender to the Issuer.
"Alternative Benchmark Rate" means a rate of interest per annum equal to the Prime
Rate minus two and 5/10 percent (2.5%) which shall adjust daily with changes in the Prime Rate.
"Authorized Officer" or "Authorized Officers" shall mean the Mayor, the City Manager,
the Finance Director or any officer or employee of the Issuer authorized to perform specific acts
or duties hereunder by resolution duly adopted by the City Commission.
"Available Amount" means, for any day, the Maximum Commitment Amount net of the
aggregate principal amount of Advances honored by the Lender at any time.
"Benchmark" means initially Term SOFR, and upon Lender's determination under
Section 2(a) hereof, will thereafter be the then-current Successor Rate.
"Bond Counsel" means Bryant Miller Olive P.A., or other nationally recognized bond
counsel firm.
"Business Day" means any day other than Saturday, Sunday or day on which banking
institutions within the State of Florida are authorized or required by law to remain closed.
"City Clerk" means the City Clerk or, in the City Clerk's absence, any Deputy City Clerk
duly authorized to execute documents or take other action, as the case may be, on the City
Clerk's behalf.
"City Commission" means the City Commission of the City of Dania Beach, Florida, the
governing body of the City.
"City Manager" means the City Manager, as the chief operating officer of the Issuer.
"Code" means the Internal Revenue Code of 1986, as amended.
"Conforming Changes" means, with respect to any Successor Rate, any technical,
administrative or operational changes (including changes to the definitions such as "U.S.
Government Securities Business Day," "Interest Period," timing and frequency of detennining
rates and making payments of interest, timing of borrowing requests or prepayment, conversion
or continuation notices, length of lookback periods, the applicability of breakage provisions and
2
other technical, administrative or operational matters) that Lender decides may be appropriate
to reflect the adoption and implementation of such Successor Rate and to permit the
administration thereof by Lender in a manner Lender decides is reasonably necessary in
connection with the administration of the Note and the Line of Credit Agreement.
"Date of Delivery" means April UZJ, 2024.
"Debt Service Fund" means the Debt Service Fund established with respect to the Note
pursuant to Section 11 hereof.
"Default" means an event that, with the passage of time or the giving notice, or both,
would constitute an Event of Default under Section 18 hereof.
"Default Rate" means the greater of (i) a fluctuating interest rate equal to 2.00% per
annum above the Prime Rate in effect from time to time and (ii) 6.00% per annum.
"Determination Day" means that date which is (i) two U.S. Government Securities
Business Days prior to the first day of the Interest Period if such day is a U.S. Government
Securities Business Day or (ii) if the first day of the Interest Period is not a U.S. Government
Se=ities Business Day then two U.S. Government Securities Business Days prior to the U.S.
Government Securities Business Day immediately preceding the commencement of the Interest
Period.
"Determination of Taxability" means the oc=rence after the date hereof of a final decree
or judgment of any Federal court or a final action of the Internal Revenue Service determining
that interest paid or payable on all or a portion of the Note is or was includable in the gross
income of the Lender for Federal income tax purposes; provided, that no such decree, judgment,
or action will be considered final for this purpose, however, unless the Issuer has been given
written notice and, if it is so desired and is legally allowed, has been afforded the opportunity at
the Issuer's own expense to contest the same, either directly or in the name of the Lender, and
until the conclusion of any appellate review, if sought. A Determination of Taxability does not
include and is not triggered by a change in law by Congress that causes the interest to be
includable under Lender's gross income. For all purposes the of this definition, the effective date
of any Determination of Taxability will be the first date as of which interest is deemed includable
in the gross income of the registered owner of the Note.
"Event of Default" means an Event of Default as defined and described in Section 18
hereof.
"Finance Director" means the Finance Director of the Issuer.
"Fiscal Year" means the period from each October 1 to the succeeding September 30.
"Issuer" means the City of Dania Beach, Florida.
3
"Line of Credit Agreement" means this agreement between the Lender and the Issuer
setting forth the terms and details of the Loan.
"Loan" means the advance of moneys from the Lender to the Issuer pursuant to this Line
of Credit Agreement.
"Maturity Date" means twelve months from the Date of Delivery (April~ 2025).
"Maximum Commitment Amount" means $6,000,000.
"Net Non-Ad Valorem Revenues Available For Debt Service" means the Non-Ad
Valorem Revenues minus Adjusted Essential Expenditures.
"Non-Ad Valorem Revenues" means all revenues and taxes of the Issuer derived from
any source whatsoever, other than ad valorem taxation on real and personal property, which are
legally available to make the payments required herein.
"Note" means the Capital Improvement Revenue Note, Series 2024, of the Issuer.
"Notice of Advance" means a notice given by the Issuer pursuant to Section 4.D. in the
form of Exhibit B.
"Owner" means the Person in whose name the Note shall be registered on the books of
the Issuer kept for that purpose in accordance with provisions of the Line of Credit Agreement.
The Lender shall be the initial Owner.
"Permitted Lender" means any affiliate of the Lender or any bank, trust company,
savings institution, insurance company, accredited investor, or qualified institutional buyer
under Rule 144A promulgated under the Securities Act of 1933.
"Person" or words importing persons, means firms, associations, partnerships (including
without limitation, general and limited partnerships), joint ventures, societies, estates, trusts,
corporations, public or governmental bodies, other legal entities, and natural persons.
"Pledged Revenues" means the Non-Ad Valorem Revenues budgeted, appropriated and
deposited as provided herein, and amounts on deposit from time to time in the Debt Service
Fund as provided herein.
"Prime Rate" means the interest rate announced by Truist Bank from time to time as its
prime rate. Any change in the Prime Rate shall be effective as of the date such change is
announced by Truist Bank.
"Principal Balance" means the amount of principal outstanding under the Note at any
time which amount shall equal the sum of all Advances less any prepayments of principal.
"Project" means the construction of stormwater utility projects, including but not limited to,
the Southeast Drainage Project, Phase I, in accordance with the plans on file with the Issuer.
4
"Register" means the books maintained by the Registrar in which are recorded the name
and address of the Registered Owner of the Note.
"Registered Owner" means the Person in whose name the ownership of the Note is
registered on the books maintained by the Registrar. The initial Registered Owner shall be the
Lender.
"Registrar" means the Person maintaining the Register. The Registrar shall initially be
the City Clerk.
"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
"Relevant Governmental Body Recommended Rate" means, in respect of any relevant
day, the rate (inclusive of any spreads or adjustments which may be positive or negative)
recommended as the replacement for the Benchmark by the Relevant Governmental Body
(which rate may be produced by the Federal Reserve Bank of New York or another
administrator).
"Resolution" means Resolution No. ___ adopted by the Issuer on April 9, 2024, as
may be amended and supplemented from time to time.
"Spread" means (i) while the Note accrues interest at the Adjusted SOFR Rate, 0.95% per
annum, and (ii) while the Note accrues interest at the Taxable Adjusted SOFR Rate, 0.95% per
annum.
"State" means the State of Florida.
"Taxable Adjusted SOFR Rate" means the rate of interest per annum equal to the sum
obtained by adding (i) the Benchmark (provided that if said rate would be less than 0%, then it
shall be deemed to be 0%), plus (ii) the ~read, which shall be adjusted with changes in the
Benchmark. If checked here~ the Taxable Ad"usted SOFR Rate will not decrease below a fixed
minimum rate of .95%. The Taxable Adjusted SOFR Rate shall adjust monthly on the first day of
each Interest Period. Any change in the Taxable Adjusted SOFR Rate due to a change in the
Benchmark shall be effective from and including the effective date of such change in the
Benchmark without notice to Issuer.
"Term SOFR" means the Term SOFR reference rate for a one month tenor as
administered by the Term SOFR Administrator and quoted by Bloomberg Finance L.P., or any
quoting service or commonly available source utilized by Lender on the Determination Day;
provided that if as of 5:00 p.m. (New York time) on the Determination Day, Term SOFR for such
tenor has not been published by the Term SOFR Administrator, then the rate used will be Term
SOFR for such tenor as published by the Term SOFR Administrator for the immediately
preceding U.S. Government Securities Business Day on which such rate was published on the
5
Term SOFR Administrator's website so long as such immediately preceding U.S. Government
Securities Business Day is not more than three (3) U.S. Government Securities Business Days
prior to such Determination Day.
"Term SOFR Administrator" means the CME Group Benchmark Administration Limited
(CBA) (or a successor administrator of One-Month Term SOFR selected by the Lender in its sole
discretion).
"Term SOFR Interest Period" means the one-month period commencing on the first day of
each month and each subsequent period shall commence on the first day of each month; provided
that the first Interest Period shall commence on the date the Note is first issued and end on the last
day of the month in which the Note is issued.
"U.S. Government Securities Business Day" means any day except for (i) a Saturday, (ii) a
Sunday, or (iii) a day on which the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.
SECTION 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 Line of Credit Agreement and all the
terms and provisions hereof (a) have been negotiated between the Issuer and the Lender; (b)
shall not be construed strictly in favor of or against either party hereto; and ( c) shall be construed
to effectuate the purpose set forth herein and to sustain the validity hereof.
SECTION 3. THE LOAN.
A. Loan. The Lender hereby makes and the Issuer hereby accepts the Loan, upon the
terms and conditions set forth herein.
B. Disbursement of Proceeds. Proceeds of the Loan shall be made available to the
Issuer in one or more Advances, as set forth herein. The proceeds of each Advance shall be used
for the Project or the costs of issuance of the Note.
SECTION 4. DESCRIPTION OF THE NOTE. The obligation of the Issuer to repay the
Loan shall be evidenced by the Note. The Note shall be dated as of the Date of Delivery; shall
mature on the Maturity Date; and shall be in registered form.
A. Amount of Note. The Principal Balance of the Note shall be equal to the
aggregate amount of all Advances requested by the Issuer and disbursed by the Lender less the
amounts repaid by the Issuer and applied to principal by the Lender, provided however, that the
aggregate principal amount outstanding at any time shall not exceed Six Million Dollars
($6,000,000).
6
B. Interest Rate. (1) The Note shall bear interest at the Adjusted SOFR Rate and be
calculated based on an actual/360 day basis. Each Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance is made until
it is paid in full, at a rate per annum equal to the Variable Rate.
(2) Application of Interest Rate.
(a) From the date hereof to the date of a Determination of Taxability, if any, interest
on the Note shall be calculated based on the Adjusted SOFR Rate. Upon the occurrence of a
Determination of Taxability, then, from and after the date of a Determination of Taxability, the
interest rate used to calculate interest on the Note shall be the Taxable Adjusted SOFR Rate.
From and after the occurrence of an Event of Default, until such time as the Event of Default has
been remedied or otherwise waived by the Lender, the Note shall bear interest at the Default
Rate.
(c) In the event Lender determines in its sole discretion that Lender cannot make,
fund, or maintain a loan based upon the Benchmark due to illegality or the inability to ascertain
or determine said rate on the basis provided for herein ("Unavailability Period") and a
Benchmark Transition Event has not occurred, then at the election of Lender the Benchmark
shall convert to the Alternative Benchmark Rate for purposes of calculating the Adjusted SOFR
Rate and, if applicable, the Taxable Adjusted SOFR Rate, on the then outstanding principal
balance and for interest accruing on any fundings or advances requested by Issuer and,
thereafter, the Adjusted SOFR Rate and, if applicable, the Taxable Adjusted SOFR Rate, shall
adjust simultaneously with any fluctuation in the Alternative Benchmark Rate. In the event
Lender determines that the circumstances giving rise to the Unavailability Period have ended, at
such time as determined by Lender, the Benchmark will revert to the prior Benchmark (provided
a Benchmark Transition Event has not occurred). Lender shall provide notice, which may be
after the implementation of the Alternative Benchmark Rate as contemplated hereunder, to
Issuer of any Benchmark change that is made pursuant to this subsection (c). For avoidance of
doubt, following conversion to the Alternative Benchmark Rate under this subsection (c), the
reference to "Benchmark" in the definitions of "Adjusted SOFR Rate" and "Taxable Adjusted
SOFR Rate" shall be deemed and interpreted to mean the Alternative Benchmark Rate. The
Spread and minimum rate, if any, shall continue to apply.
( d) In no instance will the applicable interest rate on the Note exceed the maximum
rate permitted by applicable law.
(3) Effect of Benchmark Transition Event.
(a) In the event Lender determines in its sole discretion that (i) there is a public
announcement by the administrator of a Benchmark or a Relevant Governmental Body that such
Benchmark will cease or has ceased to be published; (ii) a public announcement is made by the
administrator of a Benchmark or any Relevant Governmental Body that the Benchmark is no
longer representative; or (iii) a Relevant Governmental Body has determined that Lender may no
7
longer utilize the Benchmark for purposes of setting interest rates ( each a "Benchmark Transition
Event"); Lender will have no obligation to make, fund or maintain a loan based on the
Benchmark and on a date and time determined by Lender, without any further action or consent
of by Issuer or amendment to the Note or the Line of Credit Agreement, the first available
alternative set forth in the order below that can be determined by Lender shall replace the
Benchmark (the "Successor Rate"):
(x) Relevant Governmental Body Recommended Rate; or
(y) Alternative Benchmark Rate.
(b) In connection with the implementation of a Successor Rate, Lender will have the
right to make Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in the Line of Credit Agreement, any amendments implementing such
Successor Rate or Conforming Changes will become effective without any further action or
consent of Issuer. Notwithstanding anything else herein, if at any time any Successor Rate as so
determined would otherwise be less than zero percent (0%), the Successor Rate will be deemed
to be zero percent (0%). For avoidance of doubt, following the implementation of a Successor
Rate, the reference to "Benchmark" in the definitions of "Adjusted SOFR Rate" and "Taxable
Adjusted SOFR Rate" shall be deemed and interpreted to mean the Successor Rate. The Spread
and minimum rate, if any, shall continue to apply.
(c) Lender will notify (in one or more notices) Issuer of the implementation of any
Successor Rate. Any determination or decision that may be made by Lender pursuant to this
Section, including any determination with respect to a tenor, rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any decision to take or
refrain from taking any action or any selection, will be conclusive and binding absent manifest
error and may be made in Lender's sole discretion and without consent from Issuer.
C. Payments. Interest on the Note shall be paid monthly on the first day of the
month commencing June 1, 2024 until the Maturity Date, unless earlier repaid. In the event the
Date of Delivery is any other day other than the first day of a calendar month, interest shall be
pro-rated and paid on the basis of a 30-day month. Principal shall be paid on the Maturity Date
together with all accrued and unpaid interest.
D. Advances under the Note. The Issuer may request Advances commencing on
the Date of Delivery through the Maturity Date.
(1) Upon three (3) Business Days' written notice to the Lender, the Issuer may borrow
an aggregate principal amount from time to time up to the Available Amount, by submitting a
Notice of Advance, and provided further that not more than four (4) Advances may be made
during any month. Amounts may be advanced under the Note, repaid by the Issuer to the
Lender and then advanced again, so long as no more than $6,000,000 in principal shall be
outstanding at any time, so that the Note shall constitute a revolving line of credit note. Each
Advance must be in an amount in an integral multiple of $1,000 and equal to or greater than
8
$500,000 or such lesser amount equal to the Available Amount (with the exception of the initial
Advance which shall be in the principal amount of $, __ _)• The Issuer's obligation to pay the
principal of, and interest on the Advances made hereunder shall be evidenced by the Note and
the records of the Lender, updated for each Advance and each principal repayment, shall be
conclusive absent manifest error. Any Notice of Advance received by the Lender after 2:00 p.m.
Eastern time shall be deemed received on the next Business Day.
(2) The Lender shall not be obligated to make any Advances unless (i) there shall be
no Default or Event of Default; (ii) the representations and warranties of the Issuer in this
Agreement shall be true and correct on the date of such Advance and (iii) the Issuer delivers to
the Lender a Notice of Advance, executed by an Authorized Officer, indicating the principal
amount of the Advance requested, the date on which such Advance is to be made, and certifying
as to the foregoing clauses (i) and (ii). No Advances are permitted during a Default or the
occurrence and continuance of any Event of Default.
(3) Upon the satisfaction of the applicable conditions set forth herein, the Lender will
make the proceeds of each Advance available to the Issuer on the date specified in the applicable
request for an Advance by effecting a wire transfer of such amount by the Lender's close of
business of the date of such Advance in immediately available funds to an account designated in
writing by the Issuer to the Lender, or in such other manner as requested in the request for the
Advance.
E. Prepayments. (a) Optional Prepayment. The Issuer may prepay the outstanding
principal amount of the Note, without penalty or premium, in whole or in part at any time, or
from time to time.
(b) Mandatory Repayment. The Issuer shall prepay the outstanding principal
amount of the Note upon the earlier of the first issuance of public debt for the Project and the
Maturity Date. If the outstanding principal amount of the Note is paid the issuance of public
debt, no more Advances may be requested by the Issuer and the Maximum Commitment
Amount shall be zero ($0.00).
(c) Whenever the aggregate principal amount outstanding under the Note is less
than 100% of the maximum aggregate principal amount permitted to be outstanding thereunder,
the Issuer shall pay a non-use fee equal to 25 basis points (0.25%) per annum ( calculated on the
basis of a 365-day year and the actual number of days elapsed) of the difference between the
maximum permitted principal amount of SIX MILLION DOLLARS ($6,000,000) and the daily
average principal amount outstanding under the Note (the "Non-Use Fee"). Such Non-Use Fee
shall be due and payable quarterly in arrears on the first Business Day of each calendar quarter
commencing on ___ 2024.
SECTION 5. EXECUTION OF NOTE. The Note shall be executed in the name of the
Issuer by the Mayor and attested by the City Clerk, and its corporate seal shall be affixed thereto
thereon. The Note may be signed and sealed on behalf of the Issuer by any person who at the
9
actual time of the execution of the Note shall hold the appropriate office in the Issuer, although
at the date thereof the person may not have been so authorized.
SECTION 6. REGISTRATION AND TRANSFER OF NOTE. The Note shall be and
shall have all the qualities and incidents of a negotiable instrument under the commercial laws
and Uniform Commercial Code of the State of Florida, and each Registered Owner, in accepting
the Note, shall be conclusively deemed to have agreed that such Note shall be and have all of the
qualities and incidents of negotiable instruments thereunder.
There shall be a Registrar who shall be responsible for maintaining the Register. The
person in whose name ownership of a Note is shown on the Register shall be deemed the
Registered Owner thereof by the Issuer and the Registrar, who may treat the Registered Owner
as the absolute owner of the Note for all purposes, whether or not the Note shall be overdue, and
any notice to the contrary shall not be binding upon the Issuer or the Registrar.
Ownership of the Note may be transferred or assigned only upon the Register. Upon
surrender to the Registrar for transfer or exchange of the Note accompanied by an assigrunent or
written authorization for exchange, whichever is applicable, duly executed by the Registered
Owner or its attorney duly authorized in writing, the Registrar shall deliver in the name of the
Registered Owner or the transferee or transferees, as the case may be, a new fully registered Note
of the same amount, maturity and interest rate as the Note surrendered. Provided however, any
assigrunent or transfer by the Registered Owner of the Note shall be in whole and not in part to a
Permitted Lender.
The Note presented for transfer or exchange, shall be accompanied by a written
instrument or instruments of transfer or authorization for exchange, in a form satisfactory to the
City Attorney, Bond Counsel, or the Registrar, duly executed by the Registered Owner or by his
duly authorized attorney. No presentment shall be required for any payment on the Note except
upon final maturity. Upon payment the Holder shall mark the Note canceled and promptly
following payment provide a copy of the canceled Note to the Issuer.
The Registrar may charge the Registered Owner a sum sufficient to reimburse them for
any expenses incurred in making any exchange or transfer after the first such exchange or
transfer following the delivery of such Note. The Registrar may also require payment from the
Registered Owner or his transferee, as the case may be, of a sum sufficient to cover any tax, fee or
other governmental charge that may be imposed in relation thereto by a governmental entity
other than the Issuer. Such charges and expenses shall be paid before any such new Note shall
be delivered.
The new Note delivered upon any transfer or exchange shall be a valid obligation of the
Issuer, evidencing the same debt as the Note surrendered, shall be secured under this Line of
Credit Agreement, and shall be entitled to all of the security and benefits hereof to the same
extent as the Note surrendered.
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Whenever a Note shall be delivered to the Registrar for cancellation, upon payment of
the principal amount thereof, or for replacement, transfer or exchange, such Note shall be
cancelled and destroyed by the Registrar, and counterparts of a certificate of destruction
evidencing such destruction shall be furnished to the Issuer.
SECTION 7. NOTE MUTILATED, DESTROYED, STOLEN OR LOST. In case the
Note shall be mutilated, or be destroyed, stolen or lost, upon the Registered Owner furnishing,
upon request of the Issuer, the Registrar indemnity reasonably satisfactory and complying with
such other reasonable regulations and conditions as the Issuer may prescribe and paying such
expenses as the Issuer may incur, the Registrar shall issue and deliver a new Note of like tenor as
the Note so mutilated, destroyed, stolen or lost, in lieu of or substitution for the Note, if any,
destroyed, stolen or lost, or in exchange and substitution for such mutilated Note, upon
surrender of such mutilated Note, if any, to the Registrar and the cancellation thereof. Any Note
surrendered under the terms of this Section 7 shall be cancelled by the Registrar.
Any such new Note issued pursuant to this section shall constitute an original, additional
contractual obligation on the part of the Issuer whether or not, as to the new Note, the lost, stolen
or destroyed Note be at any time found by anyone, and such new Note shall be entitled to equal
and proportionate benefits and rights as to security for payment to the same extent as the Note
originally issued hereunder.
SECTION 8. FORM OF NOTE. The Note shall be in substantially the form attached
hereto as Exhibit A, with such variations, omissions and insertions as may be necessary,
desirable and authorized or permitted by this Line of Credit Agreement.
SECTION 9. SECURITY FOR NOTE; NOTE NOT DEBT OF THE ISSUER. The
payment of the principal of and interest on the Note shall be secured forthwith solely by a lien
upon and pledge of the Pledged Revenues. The principal of and interest on the Note shall not
constitute a general obligation or indebtedness of the Issuer, but shall be a limited obligation of
the Issuer payable solely from the Pledged Revenues, as provided herein. The Registered Owner
shall never have the right to compel the levy of taxes upon any property of or in the Issuer for the
payment of the principal of and interest on the Note.
SECTION 10. COVENANT TO BUDGET, APPROPRIATE AND DEPOSIT. (A) The
Issuer covenants to budget and appropriate in each Fiscal Year such amount of Non-Ad Valorem
Revenues sufficient to provide for the timely payment of the principal of and interest on the
Note. Subject to the next paragraph, the Issuer covenants and agrees and has a positive and
affirmative duty to appropriate in its annual budget, by amendment, if necessary, from Non-Ad
Valorem Revenues, and to deposit into the Debt Service Fund (hereinafter created) amounts
sufficient to pay principal of and interest on the Note and all other payments due hereunder as
the same shall become due. Such covenant and agreement on the part of the Issuer to budget,
appropriate and deposit 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
11
budgeted, appropriated, deposited and actually paid. No lien upon or pledge of such budgeted
Non-Ad Valorem Revenues shall be in effect until such monies are budgeted, appropriated and
deposited as provided herein. The Issuer further acknowledges and agrees that the obligations
of the Issuer to include the amount of such amendments in each of its annual budgets and to pay
such amounts from Non-Ad Valorem Revenues may be enforced in a court of competent
jurisdiction in accordance with the remedies set forth herein.
(B) Until such monies are budgeted, appropriated and deposited as provided herein,
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 Issuer upon satisfaction of the conditions
set forth in Section 13C hereof from pledging in the future its Non-Ad Valorem Revenues, nor
does it require the Issuer to levy and collect any particular Non-Ad Valorem Revenues, nor does
it give the Owner of the Note a prior claim on the Non-Ad Valorem Revenues as opposed to
claims of general creditors of the Issuer. Such covenant to budget and appropriate Non-Ad
Valorem Revenues is subject in all respects to the prior payment of obligations secured by a
pledge of such Non-Ad Valorem Revenues heretofore or hereafter entered into (including the
payment of debt service on bonds and other debt instruments). Anything in this Line of Credit
Agreement to the contrary notwithstanding, it is understood and agreed that all obligations of
the Issuer hereunder shall be payable from the portion of Non-Ad Valorem Revenues budgeted,
appropriated and deposited as provided for herein and nothing herein shall be deemed to
pledge ad valorem taxing power or ad valorem tax revenues or to permit or constitute a
mortgage or lien upon any assets owned by the Issuer and no Owner of the Note nor any other
Person, may compel the levy of ad valorem taxes on real or personal property within the
boundaries of the Issuer or the use or application of ad valorem tax revenues in order to satisfy
any payment obligations hereunder. The obligation of the Issuer to budget, appropriate, deposit
and make payments hereunder from its Non-Ad Valorem Revenues is subject to the availability
of Non-Ad Valorem Revenues after the satisfaction of the funding requirements for obligations
having an express lien on or pledge of such revenues and the funding requirements for essential
governmental services of the Issuer. Notwithstanding any provisions of this Line of Credit
Agreement or the Note to the contrary, the Issuer shall never be obligated to maintain or
continue any of the activities of the Issuer which generate user service charges, regulatory fees or
any Non-Ad Valorem Revenues. Until such monies are budgeted, appropriated and deposited
as provided herein, neither this Line of Credit Agreement nor the obligations of the Issuer
hereunder shall be construed as a pledge of or a lien on all or any legally available Non-Ad
Valorem Revenues of the Issuer, but shall be payable solely as provided herein and is subject to
the payment of services and programs which are for essential public purposes affecting the
health, welfare and safety of the inhabitants of the Issuer and is further subject in all respects to
the restrictions of Section 166.241, Florida Statutes insofar as there are not sufficient Non-Ad
Valorem Revenues to comply with such covenant after the satisfaction of the funding
requirements for obligations having an express lien on or pledge of such revenues and the
funding requirements for essential governmental services of the Issuer.
SECTION 11. DEBT SERVICE FUND. There is hereby created and established the
"City of Dania Beach, Florida Capital Improvement Revenue Note, Series 2024 Debt Service
12
Fund" (the "Debt Service Fund"). The Issuer shall deposit all Non-Ad Valorern Revenues
budgeted and appropriated for the payment of debt service on the Note into the Debt Service
Fund at least three (3) Business Days before the date such amounts are needed to pay the
principal, interest, or other obligations corning due on the Note. Such fund shall be a trust fund
held by the Issuer, which shall be held solely for the benefit of the Owner as provided herein and
shall be continuously secured in the same manner as state and municipal deposits are authorized
to be secured by the laws of the State. The designation and establishment of the Debt Service
Fund in and by this Line of Credit Agreement shall not be construed to require the establishment
of a completely independent, self-balancing fund 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 Issuer for certain purposes and to establish certain priorities for
application of such revenues and assets as herein provided.
Until applied in accordance with this Line of Credit Agreement, the Non-Ad Valorem
Revenues of the Issuer on deposit in the Debt Service Fund and other amounts on deposit from
time to time in the funds and accounts established herein, plus any earnings thereon, shall be
pledged to the repayment of the Note.
SECTION 12. APPLICATION OF NOTE PROCEEDS. At the time of delivery of the
Note herein authorized, the proceeds from the sale of the Note shall be applied to any Advances
shall be applied solely to fund the Project and held in escrow by the Issuer for the benefit of the
Project.
SECTION 13. COVENANTS OF THE ISSUER. Until the principal of and interest on
the Note shall have been paid in full or provision for payment of the Note shall have been made
in accordance with the provisions of this Line of Credit Agreement, the Issuer covenants with
the Registered Owner of the Note as follows:
A. Financial Statements. The Issuer shall provide to the Lender its audited year-end
financial statements no later than 270 days after the end of each Fiscal Year prepared in
accordance with generally accepted accounting principles.
B. Annual Budget and Other Information. The Issuer will prepare its annual budget
in accordance with the Act, and will provide to the Lender a copy of its final annual budget for
each Fiscal Year within 30 days of adoption thereof by the City Commission, and the Issuer will
provide the Lender such other financial or public information as the Lender may reasonably
request.
C. Additional Debt. The Issuer will not issue any additional obligations payable
from Non-Ad Valorem Revenues, nor voluntarily create or cause to be created any debt, lien,
pledge, assignment, encumbrance or other charge against Non-Ad Valorem Revenues, or any
part thereof, except as set forth below and with certification of the Issuer that:
13
(i) No additional indebtedness payable from or secured by Non-Ad Valorem
Revenues shall be issued by the Issuer unless the Issuer certifies that the average annual Net
Non-Ad Valorem Revenues Available For Debt Service for the two prior Fiscal Years equals at
least 150%of the maximum annual debt service on all debt payable from such Non-Ad Valorem
Revenues, including the maximum annual debt service on the debt proposed to be issued. For
purposes of calculating maximum annual debt service on a revolving line of credit, such
indebtedness shall be deemed to be fully drawn and amortized over a five-year period,
assuming level debt service based on the fixed interest rate on such loan or the assumptions for
variable rate indebtedness.
Within this Section, for the purpose of calculating annual debt service on any
indebtedness which bears interest at a variable rate, such indebtedness shall be deemed to bear
interest at 1.25 times the most recently published Revenue Bond Index of The Bond Buyer.
(ii) In the event any additional obligations are issued for the purpose of refunding
any debt then outstanding, the conditions of this anti-dilution shall not apply, provided that the
issuance of such additional obligations shall result in a reduction of the aggregate debt service on
the applicable debt obligation.
D. Tax Compliance. Neither the Issuer, nor any third party over whom the Issuer has
control, will make any use of the proceeds of the Note at any time during the term of the Note
which would cause the Note to be (a) a "private activity bond" within the meaning of Section
103(b)(l) of the Code, or (b) an "arbitrage bond" within the meaning of Section 103(b)(2) of the
Code. The Issuer covenants throughout the term of the Note to comply with the requirements of
the Code and the Regulations, as amended from time to time, and to take all actions necessary to
maintain the exclusion from gross income for purposes of the Code of interest on the Note.
E. Notice of Defaults. The Issuer shall within five days after it acquires knowledge
thereof, notify the Owner in writing at its notice address provided in Section 17 hereof (a) upon
the happening, occurrence, or existence of any Event of Default, and (b) 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 Owner, with such written notice, a detailed statement by a responsible
officer of the Issuer of all relevant facts and the action being taken or proposed to be taken by the
Issuer with respect thereto. Regardless of the date of receipt of such notice by the Owner, such
date shall not in any way modify the date of occurrence of the actual Event of Default.
SECTION 14. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The
Issuer represents and warrants to the Lender that:
A. Organization. The Issuer is a municipal corporation, duly organized and existing
under the laws of the State of Florida.
B. Authorization of Line of Credit Agreement and Related Documents. The Issuer
has the power and has taken all necessary action to authorize the execution and delive1y of and
14
the performance by the Issuer of its obligations under, this Line of Credit Agreement and the
Note in accordance with their respective terms. This Line of Credit Agreement and the Note
have been duly executed and delivered by the Issuer and are valid and binding obligations of the
Issuer, enforceable against the Issuer in accordance with their respective terms, except to the
extent that such enforcement may be limited by laws regarding bankruptcy, insolvency,
reorganization or moratorium applicable to the Issuer or by general principles of equity
regarding the availability of specific performance.
C. Pledged Revenues. The Issuer currently receives the Pledged Revenues and is
legally entitled to pledge from such Pledged Revenues amounts necessary to pay the principal of
and interest on the Note when due as provided herein. The Issuer estimates that the Pledged
Revenues will be available in amounts sufficient to pay the principal of and interest on the Note
as the same becomes due prior to the Maturity Date and, to pay all principal of and interest on
the Note on the Maturity Date. The Issuer shall take all lawful action necessary to enable the
Issuer to continue to receive the Pledged Revenues in at least the amounts necessary to pay
principal and interest on the Note to the extent not paid from some other source.
D. Financial Statements. The audited financial statements of the Issuer for the Fiscal
Year ended September 30, 2022 (the "Financial Statements"), previously provided to the Lender
were prepared in accordance with generally accepted accounting principles, are correct and
present fairly the financial condition of the Issuer as of such date and the results of its operations
for the period then ended.
E. Litigation. There are no actions, suits or proceedings pending or, to the best
knowledge of the Issuer, threatened against or affecting the Issuer, at law or in equity, or before
or by any governmental authority, that, if adversely determined, would materially impair the
ability of the Issuer to perform the Issuer's obligations under this Line of Credit Agreement or
under the Note or in any way contesting the proceedings of the Issuer with respect to the
authorization or issuance of the Note, the pledge of the Pledged Revenues, the titles of officers
of the Issuer to their respective offices, or which could have a material adverse effect on the
condition (financial or otherwise) of the Issuer.
F. Compliance. The Issuer has complied with all of the prov1s1ons of the
Constitution and laws of the State, including the Act, and has full power and authority to enter
into and consummate all transactions contemplated by the Resolution, this Line of Credit
Agreement, or under the Note, and to perform all of its obligations hereunder and under the
Note. The transactions contemplated hereby do not conflict with the terms of any statute, order,
rule, regulation, judgment, decree, agreement, instrument, or, commitment to which the Issuer is
a party or by which the Issuer is bound.
SECTION 15. REPRESENTATIONS AND WARRANTIES OF THE LENDER. The
Lender represents and warrants to the Issuer as follows:
15
A. Existence. The Lender is authorized to enter into thls Line of Credit Agreement,
to perform its obligations hereunder and to make the Loan.
B. Validity. This Line of Credit Agreement is a valid and binding obligation of the
Lender enforceable against the Lender in accordance with its terms, except to the extent that
enforceability may be subject to valid bankruptcy, insolvency, financial emergency,
reorganization, moratorium or similar laws relating to or from time to time affecting the
enforcement of creditors' rights and except to the extent that the availability of certain remedies
may be precluded by general principles of equity.
SECTION 16. CONDITIONS PRECEDENT. The obligation of the Lender to make
the Loan is subject to the satisfaction of each of the following conditions precedent on or before
the Date of Delivery:
A. Action. The Lender shall have received a copy of the Resolution certified as
complete and correct as of the closing date, together with an executed Line of Credit Agreement,
the executed Note, and the customary closing certificates.
B. Incumbency of Officers. The Lender shall have received an incumbency
certificate of the Issuer in respect of each of the officers who is authorized to sign this Line of
Credit Agreement, the Note, and the related financing documents on behalf of the Issuer.
C. Bond Counsel Opinion. The Lender shall receive have received a written opinion
Bond Counsel as the tax-emption of the Note [and exemption from 33 Act and Trust Indenture
Act of 1939] with a reliance letter to the Lender.
D. Opinion of City Attorney. The Lender shall have received a written opinion of
the City Attorney as to (1) the valid existence of the Issuer as a municipal corporation of the
State; (2) the due adoption of the Resolution; (3) the due authorization and execution of this Line
of Credit Agreement and the Note, and the transaction contemplated hereby and thereby; ( 4) the
Line of Credit Agreement and the Note constituting valid and binding obligations of the Issuer,
enforceable against the Issuer, in accordance with their respective terms; and (5) the absence of
litigation against the Issuer relating to (a) its existence or powers, (b) its authority to issue the
Note and pledge the Pledged Revenues, and (c) the procedures governing the authorization and
issuance of the Note, there is no litigation of any nature is now pending or, to our knowledge,
threatened, restraining or enjoining the issuance, sale, execution or delivery of the Note,
affecting in any way the payment of the principal of or interest thereon or otherwise affecting the
carrying out of the terms and provisions of the Resolution and thls Line of Credit Agreement and
the covenants and agreements therein and herein, and each or any of them with respect to the
Note and this Line of Credit Agreement, or in any manner affecting the proceedings and
authority for the issuance, sale, execution or delivery of the Note or affecting directly or
indirectly the validity of the Note and thls Line of Credit Agreement or of any provisions made
or authorized for payment of the Note, or contesting the powers of the Issuer to collect the
Non-Ad Valorem Revenues as provided in this Line of Credit Agreement or any authority for
16
the issuance of the Note or the adoption of the Resolution or the corporate existence or
boundaries of the Issuer, or the title to office of any officer whose signature appears on the Note,
the Resolution or this Line of Credit Agreement, or which could have a material adverse impact
on the Issuer (financial or otherwise), in a form and substance satisfactory to the Lender.
E. Certificate of Finance Director. The Lender s hall have received a certification
from the Finance Director that: (1) since the date of the Financial Statements referred to in Section
14.D. above, there has been no material adverse change in the financial condition, revenues,
properties or operations of the Issuer; (2) there are no liabilities ( of the type required to be
reflected on balance sheets prepared in accordance with generally accepted accounting
principles), direct or indirect, fixed or contingent, of the Issuer as of the date of such financial
information which are not reflected therein; (3) there has been no material adverse change in the
financial condition or operations of the Issuer since the date of such Financial Statements (and to
the Finance Director's knowledge no such material adverse change is pending or threatened);
and ( 4) the Issuer has not guaranteed the obligations of, or made any investment in or loans to,
any person except as disclosed in such information.
F. Representations and Warranties; No Default. The representations and warranties
made by the Issuer herein shall be true and correct in all material respects on and as of the Date
of Delivery, as if made on and as of such date; no Default shall have occurred and be continuing
as of the Date of Delivery or will result from the consummation of the Loan; and the Lender shall
have received a certificate from the Issuer to the foregoing effect.
G. Other Documents. The Lender shall have received such other documents,
certificates and opinions as the Lender or its counsel shall have reasonably requested.
SECTION 17. NOTICES. All notices, certificates or other communications
hereunder shall be sufficiently given and shall be deemed given when hand delivered, delivered
by telecopier, mailed by registered or certified mail, postage prepaid, or delivered by courier
service to the parties at the following addresses:
Issuer:
Lender:
City of Dania Beach, Florida
100 W. Dania Beach Boulevard
Dania Beach, Florida 33004
Attention: Finance Director
E-mail: fdipaolo@daniabeachfl.gov
Trui.st Commercial Equity, Inc.
515 E Las Olas Blvd., 7th Floor
Fort Lauderdale, Florida 33301
Attention: David K. Ross, Senior Vice President
E-mail: David .k.ross@truist.com
17
Any of the above parties may, by notice in writing given to the others, designate any
further or different addresses to which subsequent notices, certificates or other communications
shall be sent. Communication via telecopier shall be confirmed by delivery by hand, mail, or
courier, as specified above, of an original promptly after such communication by telecopier.
SECTION 18. EVENTS OF DEFAULT DEFINED. The following shall be "Events of
Default" under this Line of Credit Agreement, and the term "Events of Default" shall mean
( except where the context clearly indicates otherwise), any one or more of the following events:
A. Failure by the Issuer to make any payment of principal of or interest on the Note
or any other amount due under this Line of Credit Agreement when due.
B. Failure by the Issuer to observe and perform any other covenant, condition or
agreement on its part to be observed or performed under this Line of Credit Agreement for a
period of thirty (30) days after the earlier of (i) written notice of such default or failure was or
was by the terms hereof required to be delivered to the Issuer by the Lender or (ii) the date
written notice specifying such failure and requesting it to be remedied is given to the Issuer by
the Lender, unless the Lender shall agree in writing to an extension of such time prior to its
expiration.
C. The making of any warranty, representation or other statement by the Issuer or by
an officer or agent of the Issuer in this Line of Credit Agreement, the Resolution, the Note or in
any instrument furnished in compliance with or in reference to this Line of Credit Agreement
which is false or misleading in any material adverse respect.
D. The filing of a petition against the Issuer under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, if an order for relief is entered under such petition or such
petition is not dismissed within sixty (60) days of such filing.
E. The filing by the Issuer of a voluntary petition in bankruptcy or seeking relief
under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or
the consent by the Issuer to the filing of any petition against it under such law.
F. The admission by the Issuer of its insolvency or bankruptcy or its inability to pay
its debts as they become due or that it is generally not paying its debts as such debts become due,
or the Issuer's becoming insolvent or bankrupt or making an assignment for the benefit of
creditors, or the appointment by court order of a custodian (including without limitation a
receiver, liquidator or trustee) of the Issuer or any of its property taking possession thereof and
such order remaining in effect or such possession continuing for more than sixty ( 60) days.
SECTION 19. REMEDIES. For all Events of Default the Lender may sue to protect and
enforce any and all rights, including the right to specific performance, existing under the laws of
the State of Florida, of the United States of America, or granted and contained in this Line of
18
Credit Agreement, and to enforce and compel the performance of all duties required by this Line
of Credit Agreement or by any applicable laws to be performed by the Issuer, the City
Commission or by any officer thereof, and may take all steps to enforce this Line of Credit
Agreement to the full extent permitted or authorized by the laws of the State of Florida or the
United States of America.
SECTION 20. NO PERSONAL LIABILITY. No recourse shall be had for the
payment of the principal of and interest on the Note or for any claim based on the Note or on this
Line of Credit Agreement, against any present or former member or officer of the City
Commission or any person executing the Note.
SECTION 21. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.
In any case where the date for making any payment or the last date for performance of any act
or the exercise of any right, as provided in this Line of Credit Agreement, shall be other than a
Business Day, then such payment or performance shall be made on the succeeding Business
Day with the same force and effect as if done on the nominal date provided in this Line of
Credit Agreement, provided that interest on any monetary obligation hereunder shall accrue at
the applicable rate to and including the date of such payment.
SECTION 22. AMENDMENTS, CHANGES AND MODIFICATIONS. This Line of
Credit Agreement may be amended only by a writing approved with the same formality as this
Agreement, signed by both parties hereto.
SECTION 23. BINDING EFFECT. To the extent provided herein, this Line of
Credit Agreement shall be binding upon the Issuer and the Lender and shall inure to the
benefit of the Issuer and the Lender and their respective successors and assigns. This Line of
Credit Agreement shall be discharged and neither the Issuer nor the Lender shall have any
further obligations hereunder or under the Note upon the Maturity Date.
SECTION 24. SEVERABILITY. In the event any court of competent jurisdiction
shall hold any provision of this Line of Credit Agreement invalid or unenforceable such holding
shall not invalidate or render unenforceable, any other provision hereof.
SECTION 25. EXECUTION IN COUNTERPARTS. This Line of Credit Agreement
may be simultaneously executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
SECTION 26. APPLICABLE LAW. This Line of Credit Agreement shall be
governed by and construed in accordance with the laws of the State.
SECTION 27. VENUE; TRIAL BY JURY. The parties agree that jurisdiction and
venue for the enforcement of this Line of Credit Agreement shall be in the state and/or federal
courts of Broward County, Florida. The Issuer and the Lender each waives, to the fullest extent
permitted by law, any right to trial by jury in respect of any litigation based upon the Note or
arising out of, under or in conjunction with the Note or this Line of Credit Agreement.
19
SECTION 28. PATRIOT ACT. The Issuer has been notified by the Lender that
pursuant to the requirement of the USA PATRIOT Act (Title III of Pub. L. 107-56 signed into law
October 26, 2001) (the "PATRIOT Act"), the Lender may be required to obtain, verify and record
information that identifies the Issuer, which information includes the name and address of the
Issuer and other information that will allow the Lender to identify the Issuer in accordance with
the PATRIOT Act.
SECTION 29. NO ADVISORY OR FIDUCIARY RELATIONSHIP. In
connection with all aspects of each transaction contemplated hereunder (including in connection
with any amendment, waiver or other modification hereof or of any other documents related
hereto), the Issuer acknowledges and agrees, that: (a) (i) it has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate, (ii) it is capable
of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and any other loan documents, (iii) the Lender is not acting as a municipal
advisor or financial advisor to the Issuer and (iv) the Lender has no fiduciary duty pursuant to
Section 15B of the Securities Exchange Act to the Issuer with respect to the transactions
contemplated hereby and the discussions, undertakings and procedures leading thereto
(irrespective of whether the Lender has provided other services or is currently providing other
services to the Issuer on other matters); (b) (i) the Lender is and has been acting solely as a
principal in an arm's length commercial lending transaction and has not been, is not, and will not
be acting as an advisor, agent or fiduciary, for the Issuer, or any other person and (ii) the Lender
has no obligation to the Issuer, with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; (c) notwithstanding
anything herein to the contrary, it is the intention of the Issuer and the Lender that the loan
documents represent a commercial loan transaction not involving the issuance and sale of a
municipal security, and that any bond, note or other debt instrument that may be delivered to
the Lender is delivered solely to evidence the repayment obligations of the Issuer under the loan
document; and ( d) the Lender may be engaged in a broad range of transactions that involve
interests that differ from those of the Issuer, and the Lender has no obligation to disclose any of
such interests to the Issuer. To the fullest extent permitted by law, the Issuer hereby waives and
releases any claims that it may have against the Lender with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transactions
contemplated hereby. If the Issuer would like a municipal advisor in this transaction that has
legal fiduciary duties to the Issuer, the Issuer is free to engage a municipal advisor to serve in
that capacity. The transactions contemplated herein and the Note are delivered, pursuant to and
in reliance upon the bank exemption and/or the institutional buyer exemption provided under
the municipal advisor rules of the Securities and Exchange Commission, Rule 15Bal-1 et seq, to
the extent that such rules apply to the transactions contemplated hereunder.
20
IN WITNESS WHEREOF, the parties hereto have duly executed this Line of Credit
Agreement as of the date first above written.
ATTEST:
ELORA RlERA, MMC
CITY CLERK
APPROVED AS TO FORM
AND CORRECTNESS
EVE A. BOUTSIS
CITY ATTORNEY
21
CITY OF DANIA BEACH, FLORIDA,
a Florida municipal corporation
ARCHIBALD J. RYAN IV
MAYOR
ANA M. GARCIA, ICMA-CM
CITY MANAGER
[Signature page to Line of Credit Agreement]
TRUIST COMMERCIAL EQUITY, INC.
By:---------------
Name: David K. Ross
Title: Authorized Agent
22
No. R-1
EXHIBIT A
FORM OF NOTE
Not to Exceed $6,000,000
CITY OF DANIA BEACH, FLORIDA
CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2024
INTEREST RA TE MATURITY DATE DATE OF ISSUE
(As described herein) --~2025 April___, 2024
REGISTERED OWNER:
PRINCIPAL AMOUNT: NOT TO EXCEED SIX MILLION DOLLARS
KNOW ALL MEN BY THESE PRESENTS, that the City of Dania Beach, Florida (the
"Issuer"), for value received, hereby promises to pay to the Registered Owner designated above,
or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date,
or sooner as provided herein, not to exceed the principal sum of $6,000,000 or the aggregate
amount so advanced and not previously repaid and the interest on the outstanding principal
hereof from the date of this Note or from the most recent date to which interest has been paid,
whichever is applicable, until payment of such principal, with all unpaid interest being due on
the Maturity Date or upon the earlier payment of principal hereunder. The principal of, and
interest on this Note shall be payable in lawful money of the United States of America. Interest
on the Note shall be payable from the Date of Issue through and including the Maturity Date and
shall bear :interest at the Variable Rate ( as defined in the Line of Credit Agreement) and be
calculated based on an actual/360 day basis. Interest shall be payable monthly on the first day of
each month, commencing June 1, 2024. No presentment shall be required except upon final
maturity.
This Note is being issued in the not to exceed aggregate principal amount $6,000,000 to
fund the Project under the authority of and in full compliance with the Constitution and Statutes
of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, as amended,
and other applicable provisions of law, and Resolution No. --~ duly adopted by the City
Commission on April~ 2024 (the "Resolution"), and pursuant to a Line of Credit Agreement
between the Issuer and the Registered Owner, dated April ___, 2024 (the "Line of Credit
Agreement"), to which reference should be made to ascertain those terms and conditions. The
terms and provisions of the Line of Credit Agreement and the Resolution, including without
limitation, the definitions therein, are hereby incorporated as a part of this Note. The principal of
A-1
this Note shall be disbursed by the Registered Owner hereof to the Issuer in one or more
Advances, all in accordance with the Line of Credit Agreement.
This Note is payable from and secured solely by the Pledged Revenues, as defined in
and in the manner provided in, and subject to the terms and conditions of, the Resolution and
the Line of Credit Agreement. This Note shall not constitute a general obligation or
indebtedness of the Issuer, but shall be a limited obligation of the Issuer payable solely from
the Pledged Revenues as provided in the Line of Credit Agreement. The Registered Owner
hereof shall never have the right to compel the levy of taxes upon any property of or in the
Issuer for the payment of the principal of and interest on this Note. Reference is made to the
Line of Credit Agreement for the provisions relating to the security for payment of this Note and
the duties and obligations of the Issuer hereunder.
The Registered Owner may sue to protect and enforce any and all rights, including the
right to specific performance, existing under the laws of the State of Florida, of the United States
of America, or granted and contained in the Line of Credit Agreement, and to enforce and
compel the performance of all duties required by the Line of Credit Agreement or by any
applicable laws to be performed by the Issuer, the City Commission or by any officer thereof,
and may take all steps to enforce the Line of Credit Agreement to the full extent permitted or
authorized by the laws of the State of Florida or the United States of America. The Issuer waives
its right to trial by jury in the event of any proceedings in state or federal courts to enforce the
terms of this Note or of the Line of Credit Agreement, and the Registered Owner, by its
acceptance of this Note, waives its right to trial by jury in any such proceedings.
This Note is subject to all the terms of the Line of Credit Agreement.
It is hereby certified and recited that all acts, conditions and things required by the
Constitution and laws of the State of Florida to be performed, to exist and to happen precedent to
and in the issuance of this Note, have been performed, exist and have happened in regular and
due form and time as so required.
[Remainder of page left intentionally blank]
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IN WITNESS WHEREOF, City of Dania Beach, Florida, has caused this Note to
be executed by the Mayor and attested by the City Clerk, and its seal affixed, impressed,
imprinted, lithographed or reproduced hereon, all as of the Date of Issue above.
ATTEST:
ELORA RIERA, MMC
CITY CLERK
APPROVED AS TO FORM
AND CORRECTNESS
EVE A. BOUTSIS
CITY ATTORNEY
CITY OF DANIA BEACH, FLORIDA,
a Florida municipal corporation
ARCHIBALD J. RY AN IV
MAYOR
ANA M. GARCIA, ICMA-CM
CITY MANAGER
A-3
CERTIFICATE OF AUTHENTICATION
This Note is issued under the provisions of the within mentioned Resolution.
Date of Authentication:
~2024
City Clerk of the City of Dania Beach, Florida,
as Authenticating Agent
By:. __________ _
Authorized Officer
A-4
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or other
identifying number of transferee) _________ the attached Note of the City
of Dania Beach, Florida, and does hereby constitute and appoint, _________ _
attorney, to transfer the said Note on the books kept for registration thereof, with full
power of substitution in the premises.
Date:
Signature Guaranteed by
[member firm of the New York
Stock Exchange or a commercial
bank or a trust company.]
By:
Title:
A-5
NOTICE: No transfer will be
registered and no new Note will be
issued in the name of the Transferee,
unless the signature to this
assignment corresponds with the
name as it appears upon the face of
the within Note in every particular,
without alteration or enlargement or
any change whatever and the Social
Security or Federal Employer
Identification Number of the
Transferee is supplied.
EXHIBITB
FORM OF NOTICE OF ADVANCE
NOTICE OF ADVANCE
Truist Commercial Equity, Inc.
515 E Las Olas Blvd. 7th Floor
Fort Lauderdale, Florida 32202
[DATE]
Attention: David K. Ross, Senior Vice President
E-mail: David.k.ross@truist.com
The undersigned, the City of Dania Beach, Florida, refers to the Line of Credit
Agreement dated as of April __J 2024 (the "Line of Credit Agreement") by and between
the undersigned and Truist Commercial Equity, Inc. (the "Lender"), and hereby reques ts
pursuant to Section 4.D. of the Line of Credit Agreement that the Lender make an
Advance to the undersigned under the Line of Credit Agreement, and in that connection
sets forth below the information relating to such Advance as required by Section 4.D. of
the Line of Credit Agreement:
Amount Requested: $ ________ _
Date Advance to be made: _______ _
Proceeds of the Advance t o be distributed as follows:
□ Wire Transfer (Account Nwnber ---------~
Routing Nwnber ____________ _
□ Check sent to City of Dania Beach, Florida,
------~ or such other address as attached hereto.
□ Account Transfer (Account Number ____________ )
All representations and statements made herein are for the benefit of the Lender
and the other parties related to the issuance of the Note and may not be relied upon by
third parties.
The undersigned certifies that:
(i) No Default or Event of Default under the Line of Credit Agreement has
occurred and is continuing; and
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(ii) All representations and warranties of the Issuer contained in the Line of
Credit Agreement are true and correct as of the date hereof ( except for the
representations made as of a specific date).
Very truly yours,
CITY OF DANIA BEACH, FLORIDA
By: ______________ _
Name: _____________ _
Authorized Officer
Acknowledged and accepted:
TRUIST COMMERCIAL EQUITY, INC.
By:
Name: _____________ _
Authorized Agent
By:
Name: --------------
Alexander G. Johnston
Senior Vice President
B-2
EXHIBITB
FORM OF LENDER'S CERTIFICATE
This is to certify that Truist Commercial Equity, Inc. (the "Lender") has not required the
City of Dania Beach, Florida (the "Issuer") to deliver any offering document and has conducted
its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to
business affairs or conditions ( either financial or otherwise) of the Issuer in connection with the
issuance of the $ ____ City of Dania Beach, Florida Capital Improvement Revenue Note,
Series 2024 (the "Note"), and no inference should be drawn that the Lender, in the acceptance of
said Note, is relying on Bryant Miller Olive P.A. ("Note Counsel") or Eve A. Boutsis, Esq.
("Issuer's Counsel") as to any such matters other than the legal opinions rendered by Note Counsel
or Issuer's Counsel. Any capitalized undefined terms used herein not otherwise defined shall have
the meanings set forth in the Line of Credit Agreement, dated as of April ___ , 2024, by and
between the Issuer and the Lender (the "Line of Credit Agreement").
We acknowledge that the loan of the proceeds of the Note involves various risks, and that
the Note is secured solely from the Pledged Revenues as described in the Line of Credit Agreement
(the "Note Security").
We have made such independent investigation of the Note Security as we, in the exercise
of sound business judgment, consider to be appropriate under the circumstances. In making our
loan decision, we have relied upon the accuracy of information which has been provided to us by
the Issuer.
We have knowledge and experience in financial and business matters and are capable of
evaluating the merits and risks of the Note and can bear the economic risk of our loan of the
proceeds of the Note.
We acknowledge that the Line of Credit Agreement is not being qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon
the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section
517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither Note
Counsel nor the Issuer's Counsel shall have any obligation to effect any such registration or
qualification.
The Note has been purchased for the account of the Lender for investment purposes only
and not with a present view to the distribution, transfer or resale thereof. The Lender cwTently
intends to hold and book the Note as a loan in its loan portfolio; the Lender acknowledges that the
use of the word "Note" in the name of the debt instrument is not intended to indicate that the
instrument is or is not a security within the meaning of the Securities Act of I 933. The Lender
currently intends to hold such Note for its own account and for an indefinite period of time and
does not cmTently intend to dispose of all or any portion of such Note. The Note is subject to
transfer restrictions set forth in the Note.
B-1
We are a bank (or affiliate thereof), trust company, savings institution, insurance company,
dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as
contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note for the
direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any
provision of Chapter 517, Florida Statutes.
DATED this __ day of ___ , 2024.
TRUIST COMMERICIAL EQUITY, INC.
By: ____________ _
Name: David K. Ross
Title: Authorized Agent
B-2
EXHIBITC
FORM OF DISCLOSURE LETTER
The undersigned, as Lender, has negotiated with the City of Dania Beach, Florida (the
"Issuer") for the private purchase of its Capital Improvement Revenue Note, Series 2024 (the
"Note") in the principal amount of $ _______ . Prior to the award of the Note, the
following information is hereby furnished to the Issuer:
I. Set forth is an itemized list of the nature and estimated amounts of expenses to be
incurred for services rendered to us (the "Lender") in connection with the issuance of the Note
(such fees and expenses to be paid by the Issuer):
Lender Counsel Fees -$15,000
2. (a) No other fee, bonus or other compensation is estimated to be paid by the
Lender in connection with the issuance of the Note to any person not regularly employed or
retained by the Lender (including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes), except as specifically enumerated as expenses to be incurred by the Lender, as set forth
in paragraph (I) above.
(b) No person has entered into an understanding with the Lender, or to the
knowledge of the Lender, with the Issuer, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between
the Issuer and the Lender or to exercise or attempt to exercise any influence to effect any
transaction in the purchase of the Note.
3. The amount of the underwriting spread expected to be realized by the Lender is
$ __
4. The management fee to be charged by the Lender is $ __ _
5. Truth-in-Bonding Statement:
The Note is being issued primarily to finance for the Issuer the _______ (the
"Project").
Unless earlier redeemed, the Note is expected to be repaid by ___ I, 2025; The Note is
a revolving line of credit and bears interest at variable interest rates; therefore, the total interest
paid over the life of the Note cannot be estimated.
The Note will be payable solely from the Pledged Revenues, as such tenn is defined in the
Line of Credit Agreement, dated as of April _, 2024, between the Issuer and the undersigned
(the "Line of Credit Agreement"). The Note is a revolving line of credit note and bears interest at
variable interest rates; therefore, the amount of Pledged Revenues of the Issuer not being available
to finance other projects of the Issuer during the life of the Note carmot be determined.
C-1
7. The name and address of the Lender is as follows:
Truist Commercial Equity, Inc.
515 E. Las Olas Blvd., 7th Floor
Fort Lauderdale, Florida 33301
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf
of the Lender this~--day of __ , 2024.
TRUIST COMMERCIAL EQUITY, INC.
By: _____________ _
Name: David K. Ross
Title: Authorized Agent
C-2