HomeMy Public PortalAboutPRR 16-2202From: Chris O'Hare [mailto:chrisoharegulfstream@gmail.com]
Sent: Monday, May 30, 2016 11:03 AM
To: Bill Thrasher <bthrasher@gulf-stream.org>; Rita Taylor <RTaylor@gulf-stream.org>
Subject: 2nd sending - Fwd: Public Record Request - signed commitment Itr, promissory note and loan
agreement for underground -see res 12-07
Dear Custodian of Records,
I received an electronic notice that my record request email (copied below) was rejected by your
server due to the excessive size of the attached Town resolution. I am resending this request to
you again sans the attachment. Please refer to Town resolution 12-07 and attachments when
responding to this request. The resolution and attachments may be viewed at
URL: http://www2.gulf-stream.orWweblink/O/doc/2757/Pagel.aspx.
Chris O'Hare
---------- Forwarded message ----------
From: Chris O'Hare <chrisoharegulfstream cr email.com>
Date: Mon, May 30, 2016 at 9:00 AM
Subject: Public Record Request - signed commitment ltr, promissory note and loan agreement
for underground -see res 12-07
To: bthrasher(iDgulf-stream.org.didtheyreadit.com, RTaylor(cDeulf-stream.org.didthevreadit.com
Dear Custodian of Records,
I request to inspect certain public records for the purpose of informing myself of the
historic and current workings of the Town of Gulf Stream and its associated entities,
vendors, consultants, advisers, contractors and agents.
The records I wish to inspect may be material to current, anticipated or presently
unforeseen legal action. The production of any and all responsive records is
therefore urgent and must be acted upon in compliance with Florida Statutes and
established case law as soon as possible.
Before making this public record request, I first searched online and in the public
records portion of your agency's website hoping I could locate the public records I seek
without having to write you directly. Unfortunately I cannot find the records I request to
inspect. Therefore I am writing you now and requesting you make every effort as
required by law to produce these public records without delay.
I ask that you take the following action:
• Read this entire request carefully and respond accordingly.
• If you are not the custodian of the public records described herein please
determine who that person is and notify me immediately in order that I may make
this request to the appropriate person without delay.
• Reference Florida Statutes and appropriate case law when responding to this
record request.
• Do NOT produce any records other than records responsive to this request.
• Identify by name the person or persons responding to this request.
• Respond to this public record request in a singular manner and do not combine
this request with any other public record requests when responding to this
request.
• If you determined that you don't have any records in your custody responsive to
this request, immediately act to obtain any responsive records that may be in the
custody of your contractor(s).
• Provide only those records for inspection that do not require extensive use of
information technologies or extensive staff time or both in excess of 15 minutes. I
ask that you provide those records that can be produced within the first 15
minutes and advise me of the cost you anticipate to be incurred by your agency
for the remaining records prior to incurring that cost
I believe the records I seek to inspect may be in your custody AND/OR in the custody of
an entity under contract with your agency. I ask that you contact those entities yourself,
inform them of their obligations under Florida Statute and produce any responsive
records in their custody as soon as possible.
As background to the request I call your attention to Town Commission meeting held on
August 28, 2012. During that meeting the Commission unanimously approved Resolution
No. 012-7 for a ten year loan with Suntrust Bank. A copy of the resolution with
attachments is attached to this email for your reference.
I request to inspect certain records associated with that resolution. Those records are the
executed versions of the records attached to this email. Specifically:
• commitment letter signed by Mayor,
• executed promissory note for said loan signed by Mayor,
• executed loan agreement signed by both parties,
I make this request pursuant to Article 1, Section 24 of the Florida
Constitution and Chapter 119 of the Florida Statutes.
If you contend that any of the records I am seeking, or any portion thereof, are exempt
from inspection or disclosure please cite the specific exemption as required
by &119.07(1)(e) of the Florida Statutes and state in writing and with particularity the
basis for your conclusions as required by 6119.07(1)(f) of the Florida Statutes. Produce
for my inspection all responsive records and ONLY redact that portion of the record that
you consider exempt. To be clear, if you consider an entire record to be exempt,
produce that record in its entirety with all portions redacted that you consider exempt. I
specifically ask you to do this in order that I may inspect fully redacted records for the
purpose of challenging a particular redaction or establishing a reference for a future
request of a record that is only temporarily exempt, as in the case of a public record that
was prepared by an agency attorney exclusively for litigation and is only exempt from
disclosure until the conclusion of the litigation.
I ask you to take note of 6119.07(1)(c) Florida Statues and your affirmative obligation to
(1) promptly acknowledge receipt of this public records request and (2) make a good
faith effort which "includes making reasonable efforts to determine from other officers or
employees within the agency whether such a record exists and, if so, the location at
which the record can be accessed." I am, therefore, requesting that you
notify every individual and entity in possession of records that may be responsive to this
public records request, including individuals and entities under contract with your
agency, to preserve and produce all responsive records on an immediate basis.
If the public records being sought are maintained by your agency or contactors for your
agency, in an electronic format please produce the records in the original electronic
format in which they were created or received. See 6119.01(2)(f), Florida Statutes.
Again I ask that you provide only those records for inspection that do not
require extensive use of information technologies or extensive staff time or both in
excess of 15 minutes. Take note of §119.07(4)(a)3.(d) Florida Statues. Do not incur any
costs on my behalf without first obtaining my written authorization to proceed. If you
produce only a portion of all existing responsive records, please tell me that your
response includes only a portion of all existing records responsive to this request.
If you anticipate the need to incur any costs that I would be statutorily required to pay in
order to inspect these public records which would exceed $1.00 please notify me in
advance of your incurring that cost with a written estimate of the total cost. Please be
sure to itemize any estimates so as to indicate the total number of pages and/or
records, as well as to distinguish the cost of labor and materials. Again, please do not
incur any costs on my behalf without first obtaining my written authorization to proceed.
The phrase Town of Gulf Stream when used herein refers to the Town in its entirety
including all employees, appointees, officials, assignees, counsel and consultants
including Town Manager, Town Clerk, Town Police Chief, Town Commissioners, Town
Mayor, Town Departments, Town Police Officers, Town Employees, Town Engineer, the
law firm (Jones Foster Johnston & Stubbs P.A.) that claims to be the Town Attorney
including all attorney, partner and employee members of that firm; the Town Counsel of
Sweetapple, Broeker & Varkus including all attorney, partner and employee members of
that firm, the Town Counsel of Richman Greer, P.A. including all attorney, partner and
employee members of that firm and any other entity associated with the Town and
subject to public records law.
The term public records, as used herein, has the same meaning and scope as the
definition of Public records adopted by the Florida Legislature as Statutes Chapter
119.
A record that does not exist because of its disposition requires the creation of a
disposition record. In all instances where you determine a record does not exist please
determine if the record once existed and in its replacement provide the disposition
record for my inspection.
I hereby reserve all rights granted to me under the Florida Constitution and Florida
Statutes.
All responses to this public records request should be made in writing to the following
email address:
chrisoharegulfstream(&gmaii.com
Email Rejection Notice:
9:01 AM
Postmasterrgulf-stream.ore (1 ]lour
ago)
to me
Delivery has failed to these recipients or groups:
bthrasherClo oulf-stream.org
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Diagnostic information for administrators:
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Date: Mon, 30 May 2016 09:00:02 -0400
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,'CAELvW3857Mp3ExpmULkX9mXWnE9nVM9uhgX9mCzxTTOOkKuTtw@mail.gmail.com>
sub;,, is P.equest - __. ltr, prorrissor.y note and
loan aareement for nround -sec i2
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bthrasher@qulf-stream.org>, <RTaylor@gulf-stream.org>
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PROMISSORY NOTE
KNOW ALL MEN BY THESE PRESENTS that the undersigned maker, Town of Gulf Stream,
Florida (the "Town"), a political subdivision and municipality created and existing pursuant to the Constitution
and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided,
to the order of SunTrust Bank, or registered assigns (hereinafter, the "Bank"), the principal sum of
$2,427,895.44 or such lesser amount as shall be outstanding hereunder, together with interest on the principal
balance outstanding at the rate of 2.09% per annum (subject to adjustment as hereinafter provided) based upon
a year of 365/366 days for the actual number of days elapsed. This Note is issued in conjunction with a Loan
Agreement, dated of even date herewith, between the Town and the Bank (the "Loan Agreement") and is subject
to all the terms and conditions of the Loan Agreement.
Principal of and interest on this Note are payable in immediately available funds constituting lawful
money of the United States of America at such place as the Bank may designate to the Town.
The Town will pay the Bank the accrued interest hereon and installments of principal hereof in equal
annual payments of $269,156.93, due on April 1, 2013 and on the first day of each April thereafter. The entire
unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full
on April 1, 2022 (the "Maturity Date"). In the event that the interest rate home hereby is adjusted as provided
herein, then the payments due hereon will be adjusted so that the principal and interest hereon is repaid in equal
annual installments due on each April 1 after the date of such interest rate adjustment through and including
the Maturity Date.
All payments by the Town pursuant to this Note shall apply fust to accrued interest, then to other
charges due the Bank, and the balance thereof shall apply to the principal sum due.
As used in this Note, the following terms have the following meanings:
"Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether
temporary, proposed or final, promulgated thereunder or applicable thereto.
"Determination of Taxability" means 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 this Note is or was includable in the gross
income of the Bank for Federal income tax purposes; provided, that no such decree, judgment, or action will
be considered £mal for this purpose, however, unless the Town has been given written notice and, if it is so
desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the
name of the Bank, and until the conclusion of any appellate review, if sought.
"Taxable Period" shall mean the period of time between (a) the date that interest on this Note is deemed to be
includable in the gross income of the owner thereof for federal income tax purposes as a result of a
Determination of Taxability, and (b) the date of the Determination of Taxability.
"Taxable Rate" shall mean, upon a Determination of Taxability, the interest rate per annum that shall provide
the Bank with the same after tax yield that the Bank would have otherwise received had the Determination of
Taxability not occurred, taking into account the increased taxable income of the Bank as a result of such
Determination of Taxability. The Bank shall provide the Town with a written statement explaining the
calculation of the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive and
binding on the Town.
This Note may be pre -paid at the option of the Town in whole or in part on any date subject to the
terms hereof and upon at least two Business Days' prior written notice from the Town to the Bank specifying
the amount of prepayment. The Town shall, at the time of such prepayment, pay to the Bank the interest
accrued to the date of prepayment on the principal amount being prepaid plus an additional fee or redemption
premium equal to the present value of the difference between (1) the amount that would have been realized by
the Bank on the prepaid amount for the remaining term of the loan at 1.58% (the Federal Reserve H.15
Statistical Release rate for fixed-rate payers in interest rate swaps for a term corresponding to the term of the
Note, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the date
hereof), and (2) the amount that would be realized by the Bank by reinvesting such prepaid funds for the
remaining term of the loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in
interest rate swaps, interpolated to the nearest month, that was in effect three Business Days prior to the
repayment date; both discounted at the same interest rate utilized in determining the applicable amount in
(2). Should the present value have no value or a negative value, the Town may prepay with no additional
fee or redemption premium. Should the Federal Reserve no longer release rates for fixed-rate payers in
interest rate swaps, the Bank may substitute the Federal Reserve H.15 Statistical Release with another similar
index. The Bank shall provide the Town with a written statement explaining the calculation of the premium
due, which statement shall, in absence of manifest error, be conclusive and binding. The application of such
fee or prepayment premium is not intended to, and shall not be deemed to be, an increase in the interest rate.
Upon the occurrence ofa Determination of Taxability and for as long as the same shall be applicable
to this Note, the interest rate on the Note shall be converted to the Taxable Rate. In addition, upon a
Determination of Taxability, the Town shall pay to the Bank (i) an additional amount equal to the difference
between (A) the amount of interest actually paid on the Note during the Taxable Period and (B) the amount
of interest that would have been paid during the Taxable Period had the Note home interest at the Taxable
Rate, and (ii) but only from lawfully available revenues not derived from ad valorem taxation, an amount
equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of
Chapter 68 of the Code) owed by the Bank as a result of the Determination of Taxability.
If at any time that a Determination of Taxability is not in effect, it is determined that the Note is not
a "qualified tax exempt obligation" within the meaning of Section 265(b)(3)(C) of the Code, then the interest
rate borne by the Note will increase to 2.48% per annum, effective as of the date that the Note is not a
qualified tax exempt obligation. Any additional accrued interest due on a retroactive basis shall be paid by
the Town within thirty days after demand therefor by the Bank and interest on a prospective basis shall then
be paid at the increased rate on the same dates as interest is otherwise due. Such non bank qualified interest -
rate will be subject to further adjustment as provided herein.
Upon the occurrence of an Event of Default (as defined in the Loan Agreement) then the Bank may
declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such
default and acceleration, the Town shall also be obligated to pay, but only from the Pledged Revenues and
the Budgeted Revenues, as part of the indebtedness evidenced by this Note, all costs of collection and
enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under
bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes
and proceedings seeking adequate protection or relief from the automatic stay.
Interest at the maximum lawful rate perannum shall be payable on the entire principal balance owing
hereunder from and after the occurrence of and during the continuation of a default described in the
preceding paragraph, irrespective of a declaration of maturity.
The Town to the extent permitted by law hereby waives presentment, demand, protest and notice of
dishonor.
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.
This Note may be exchanged or transferred but only as provided in the Loan Agreement.
This Note was validated by judgment of the Circuit Court of the Fifteenth Judicial Circuit ofFlorida,
in and for Palm Beach County, Florida rendered on November 29, 2011.
2
It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist,
happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist,
have happened and have been performed in due time, form and manner as required by law, and that the
issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory
limitation.
IN WITNESS WHEREOF, the Town has caused this Note to be executed in its name as of the date
hereinafter set forth.
The date of this Promissory Note is September 6, 2012.
TOWN OF GULF STREAM, FLORIDA
Name: Jo Orthwem
Title: Mayor
Leslie Downs SunTrust Bank
First Vice President 501 S. Flagler Dr
Suite 200
West Palm Beach, FI 33401
Leslie.down5@suntrust.com
00
SUNTRUST
August 29, 2012
Re: Town of Gulf Stream 2012 Special Assessment Bonds
By Email:
bthrasheKa)a ulf-stream.ora
mark.ravmond0mravmondlaw.com
Dear Mr. Thrasher:
On behalf of SunTrust Bank (the "Bank"), I am pleased to present this commitment to the Town of Gulfstream
(the "Borrower") in the amount of up to Two Million four hundred twenty eight thousand dollars and 00/100
dollars ($2,428,000.00). It is our understanding that the proceeds from the Special Assessment Bond, Series
2012 will be used to install underground electric, cable and telephone.
This commitment is subject to: (i) the preparation, execution and delivery of mutually acceptable loan
documentation, including a note incorporating substantially the terms and conditions set forth in the Term
Sheet; (ii) the absence of a material adverse change in the business, condition (financial or otherwise), results
of operations, properties or prospects of the Borrower and its subsidiaries (if any) as reflected in its financial
statements as of September 31, 2011; (iii) the accuracy of all representations which you have made or will
make to the Bank and all information that you furnish to us and your compliance with the terms of this
Commitment Letter, and (iv) a closing of the Facility on or prior to September 28, 2012.
Although the following provisions, terms and conditions are intended to be comprehensive, they are not
necessarily inclusive of all the anticipated terms that will be applicable to the credit and does not purport to
summarize all of the conditions, covenants, definitions, representations, warranties, events of default or other
provisions that may be contained in documents required to consummate this financing. All of such terms will
be set forth in the final, definitive loan documents, and all such terms must be acceptable to the Bank and its
counsel. This financing proposal is contingent upon the accuracy of all facts, statements and financial
information submitted to the Bank by the Borrower and is conditioned upon the terms outlined in the attached
Term Sheet.
The Borrower hereby agrees to pay, or reimburse the Bank on demand for, all reasonable costs and expenses
incurred by the Bank (whether before or after the date hereof) in connection with this Commitment Letter and
the transactions contemplated hereunder (regardless of whether any of the transactions contemplated hereby
are consummated), including without limitation the reasonable costs and expenses of the Bank's counsel
(including in-house counsel), and all reasonable costs and expenses of the Bank, including, without limitation,
reasonable costs and expenses of the Bank's counsel (including in-house counsel), incurred in connection with
the enforcement of its rights and remedies hereunder. Your obligation in respect of such costs and expenses
shall survive the expiration or termination of this Commitment Letter.
This Commitment Letter shall constitute a binding obligation of the Bank for all purposes immediately upon the
acceptance hereof by the Borrower in the manner provided herein. Notwithstanding any other provision of this
Commitment Letter, the Bank's commitments and undertakings as set forth herein shall not be or become
effective for any purpose unless and until this Commitment Letter shall have been accepted by the Borrower in
the manner specified below.
If you are in agreement with the foregoing, please sign and return the enclosed copy of this Commitment Letter
at closing. Unless the Bank receives such copy of this Commitment Letter duly executed by an authorized
officer of the Borrower prior to 5:00 p.m. (EST), on September 28, 2012, the Bank's obligations hereunder shall
terminate on such date. In no event shall the Bank have any obligation to make the Facility available unless the
closing shall have occurred on `or prior to September 18, 2012. In addition to the foregoing, this Commitment
Letter may be terminated at any time by mutual agreement.
This Commitment Letter is solely for the benefit of the Borrower and the Bank, and no provision hereof shall be
deemed to confer rights on any other person or entity. This Commitment Letter may not be assigned by the
Borrower to any other person or entity, but the obligations of the Borrower hereunder shall be binding upon the
successors of the Borrower.
THIS COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS
AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER AND THE BANK
HEREBY WAIVES JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO
THIS COMMITMENT LETTER OR ANY OTHER DOCUMENTS CONTEMPLATED HEREBY.
This Commitment Letter may be executed in any number of separate counterparts, each of which shall
collectively and separately, constitute one agreement. Upon acceptance by you as provided herein, this
Commitment Letter shall supersede all understandings and agreements between the parties hereto in respect
of the transactions contemplated hereby.
Sincerely,
& .e a%�o 100ivM
Leslie L. Downs
SunTrust Bank
Institutional & Governmental Banking Group
First Vice President
BORROWER ACCEPTS THE COMMITMENT:
Date
Exhibit A to Loan Agreement
LOAN AGREEMENT
This LOAN AGREEMENT (the "Agreement") is made and entered into as of September 6,
2012, and is by and between Town of Gulf Stream, Florida, a municipal corporation of the State of
Florida, and its successors and assigns (the "Town"), and SunTrust Bank, a Georgia banking
corporation, and its successors and assigns, as holder(s) of the hereinafter defined Note (the "Bank").
The parties hereto, intending to be legally bound hereby and in consideration of the mutual
covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
Section 1.01 Definitions. The words and terms used in this Agreement shall have the
meanings as set forth in the recitals above and the following words and terms as used in this
Agreement shall have the following meanings:
"Agreement" shall mean this Loan Agreement and any and all modifications, alterations,
amendments and supplements hereto made in accordance with the provisions hereof.
"Available Non Ad Valorem Revenues" means all Non Ad Valorem Revenues other than (i)
any revenues which are restricted by a contract in existence on the date hereof, or to the extent
restricted by virtue of a pledge thereof to repay indebtedness permitted hereunder which is created
subsequent to the date hereof, from being used to pay principal and interest on the Note, (ii) any
revenues which are prohibited by general or special law of the State in existence on the date hereof
from being used to pay principal and interest on the Note and (iii) any source of Non Ad Valorem
Revenue which is created after the date hereof and which is prohibited by a general or special law
of the State from being used to pay principal and interest on the Note.
"Budgeted Revenues" means, to the extent provided in Section 3.06 hereof, the Available
Non Ad Valorem Revenues.
"Business Day" means any day except any Saturday or Sunday or day on which the Principal
Office of the Bank is lawfully closed.
"Closing Date" means the date so indicated in the Note.
"Code" means the Internal Revenue Code of 1986, as amended, and any Treasury
Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto.
"Event of Default" shall mean an event of default specified in Article VI of this Agreement.
"Fiscal Year" shall mean the period commencing on October 1 of each year and continuing
through the next succeeding September 30, or such other period as may be prescribed by law as the
fiscal year of the Town.
"Loan" shall mean the loan by the Bank to the Town contemplated hereby.
"Loan Amount" means $2,427,895.44.
"Loan Documents" means this Agreement and the Note.
"Non Ad Valorem Revenues" means all revenues of the Town not derived from ad valorem
taxation.
"Note" means the Town's Promissory Note in the form attached hereto as Attachment "A."
"Notice Address" means,
As to the Town: Town of Gulf Stream, Florida
100 Sea Road
Gulf Stream, FL 33483
As to the Bank: SunTrust Bank
501 South Flagler Drive
2nd Floor
West Palm Beach, FL 33401
or to such other address as either party may have specified in writing to the other using the
procedures specified in Section 7.06.
"Pledged Revenues" means the revenue received by the Town from the imposition and
collection of the Special Assessments.
"Principal Office" means, with respect to the Bank, the office located at the Notice Address,
or such other office as the Bank may designate to the Town in writing.
"Project" means placing the electric, cable television andtelephone utility facilities that serve
the Town and its inhabitants underground.
"Special Assessments" means the special assessments imposed by the Town pursuant to
Resolution No. 011-12 of the Town.
"State" means the State of Florida.
Section 1.02 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
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hereof, and shall not be considered or given any effect in construing this Agreement or anyprovision
hereof or in ascertaining intent, if any question of intent should arise.
ARTICLE H
REPRESENTATIONS OF THE TOWN
The Town represents and warrants to the Bank that:
Section 2.01 Powers of Town. The Town is a municipal corporation, duly organized and
validly existing under the laws of the State. The Town has the power to borrow the amount provided
for in this Agreement, to execute and deliver the Loan Documents, to levy the Special Assessments,
to receive the Non Ad Valorem Revenues, to secure the Note in the manner contemplated hereby
and to perform and observe all the terms and conditions of the Loan Documents on its part to be
performed and observed.
Section 2.02 Authorization of Loan. The Town had, has, or will have, as the case maybe,
at all relevant times, full legal right, power, and authority to execute the Loan Documents, to make
the Note, and to carryout and consummate all other transactions contemplated hereby, and the Town
has complied and will comply with all provisions of applicable law in all material matters relating
to such transactions. The Town has duly authorized the borrowing ofthe amount provided for in this
Agreement and the Note, the execution and delivery of this Agreement, and the making and delivery
of the Note to the Bank and to that end the Town 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 Note has been duly
authorized, executed, issued and delivered to the Bank and constitutes the legal, valid and binding
obligation of the Town enforceable in accordance with the terms thereof and the terms hereof, and
is entitled to the benefits and security of this Agreement, subject to theprovisions of the bankruptcy
laws ofthe United States ofAmerica and to other applicable bankruptcy, insolvency, reorganization,
moratorium orsimilarlaws relating to or affectingcreditors'rights, heretofore or hereinafter enacted,
to the extent constitutionally applicable, and provided that its enforcement may also be subject to
equitable principles that may affect remedies or other equitable relief, or to the exercise of judicial
discretion in appropriate cases. 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 Town of its obligations under
this Agreement and the Note 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 2.03 No Violation of Law or Contract. The Town 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,
the breach of which could result in a material and adverse impact on the financial condition of the
Town or the ability of the Town to perform its obligations hereunder and under the Note. The
making and performing by the Town of this Agreement and the Note and the levy of the Special
Assessments will not violate any applicable provision of law, and will not result in amaterial breach
of any of the terms of any agreement or instrument to which the Town is a party or by which the
Town is bound, the breach of which could result in a material and adverse impact on the financial
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condition of the Town or the ability of the Town to perform its obligations hereunder and under the
Note.
Section 2.04 Pending or Threatened Litigation. There are no actions or proceedings
pending against the Town or affecting the Town or, to the knowledge of the Town, threatened,
which, either in any case or in the aggregate, might result in any material adverse change in the
financial condition of the Town, or which question the validity of this Agreement or the Note or the
levying by the Town of the Special Assessments or of any action taken or to be taken in connection
with the transactions contemplated hereby or thereby.
Section 2.05 Financial Information. The financial information regarding the Town
furnished to the Bank by the Town in connection with the Loan is complete and accurate, and there
has been no material and adverse change in the financial condition of the Town from that presented
in such information.
ARTICLE III
COVENANTS OF THE TOWN
Section 3.01 Affirmative Covenants. For so long as any of the principal amount of or
interest on the Note is outstanding or any duty or obligation ofthe Town hereunder or under the Note
remains unpaid or unperformed, the Town covenants to the Bank as follows:
(a) Payment. The Town shall pay the principal of and the interest on the Note at the time
and place and in the manner provided herein and in the Note.
(b) Use of Proceeds. Proceeds from the Note will be used only to pay capital
expenditures of the Project (including costs of issuance of the Note).
(c) Notice of Defaults. The Town shall within ten (10) days after it acquires knowledge
thereof, notify the Bank in writing at its Notice Address upon the happening, occurrence, or
existence of any Event of Default, and any event or condition which with the passage of time or
giving ofnotice, or both, would constitute an Event ofDefault, and shall provide the Bank with such
written notice, a detailed statement by a responsible officer of the Town of all relevant facts and the
action being taken or proposed to be taken by the Town with respect thereto.
(d) Maintenance of Existence. The Town will take all legal action within its control in
order to maintain its existence until all amounts due and owing from the Town to the Bank under
this Agreement and the Note have been paid in full.
(e) Records and Information. The Town agrees that any and all records ofthe Town with
respect to the Loan shall be open to inspection by the Bank or its representatives at all reasonable
times at the offices the Town. The Town will provide the Bank with such information regarding the
Town as the Bank shall reasonably request from time to time.
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(f) Financial Statements and Budge k The Town will cause an audit to be completed of
its books and accounts and shall furnish to the Bank audited year-end financial statements of the
Town certified by an independent certified public accountant to the effect that such audit has been
conducted in accordance with generally accepted auditing standards and stating whether such
financial statements present fairlyin all material respects the financial position of the Town and the
results of its operations and cash flows for the periods covered by the audit report, all in conformity
with generallyaccepted accounting principles applied on a consistent basis. The Town shall provide
the Bank with the Town's audited financial statements for each fiscal year ending on or after
September 30, 2012 within 270 days after the end thereof The Town will provide the Bank with a
copy of the Town's adopted budget for each fiscal year within 30 days after the adoption thereof.
(g) Notice of Liabilities. The Town shall inform the Bank in writing, in a reasonably
timely manner, of any actual or potential contingent liabilities or pending or threatened litigation of
any amount that could reasonably be expected to have a material and adverse effect upon the
financial condition of the Town or upon the ability of the Town to perform its obligation hereunder
and under the Note.
(h) Insurance. The Town shall maintain such liability, casualty and other insurance as is
reasonable and prudent for similarly situated governmental entities of the State of Florida.
(i) Compliance with Laws. The Town shall comply with all applicable federal, state and
local laws and regulatory requirements, the violation of which could reasonably be expected to have
a material and adverse effect upon the financial condition of the Town or upon the ability of the
Town to perform its obligation hereunder and under the Note.
0) Payment of Document Taxes. In the event the Note or this Agreement should be
subject to the excise tax on documents or the intangible personal property tax of the State, the Town
shall pay such taxes or reimburse the Bank for any such taxes paid by it.
Section 3.02 Limitation on Borrowings. For so long as any of the principal amount of or
interest on the Note is outstanding or any duty or obligation of the Town hereunder or under the Note
remains unpaid or unperformed, (i) the Town shall not incur any indebtedness payable from or
secured by the Special Assessments, and (ii) the Town shall not incur any indebtedness payable from
the Non Ad Valorem Revenues unless either such indebtedness is subordinated to the Note in right
to payment from the Non Ad Valorem Revenues pursuant to subordination provisions acceptable to
the Bank or the average of the sum of the amount of the Available Non Ad Valorem Revenues, plus
the amount of the Special Assessments, received in the two fiscal years of the Town most recently
concluded prior to the incurrence of such additional indebtedness equals at least 120% of the
maximum principal and interest scheduled to come due on the Note and such additional indebtedness
in any fiscal year of the Town. For this purpose, if any indebtedness bears interest at a variable rate,
the interest rate on such indebtedness shall be deemed to be the higher of the highest rate home by
such indebtedness on the date of incurrence thereoforat anytime since its incurrence and six percent
per annum, not to exceed the highest rate such indebtedness is permitted to bear pursuant to its
terms.
Section 3.03. Automatic Payment Procedure. On the due date thereof, the Town hereby
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authorizes the Bank to automaticallydeduct from abank account of the Town maintained at the Bank and
designated to the Bankthe amount ofanypayment due from the Townto the Bank underthis Agreement
or the Note. If the funds in the account are insufficient to cover any payment, the Bank shall not be
obligated to advance funds to cover the payment The Bank covenants that it shall not debit the Town's
account for any amount in excess of the amounts due from the Town to the Bank as the same becomes
due.
Section 3.04. Registration and Exchange of Note. The Note is owned by SunTrust Bank. The
ownership of the Note may only be transferred, and the Town will transfer the ownership of the Note,
upon written request of the Bank specifying the name, address and taxpayer identification number of the
transferee, and the Town will keep a record setting forth the identification of the owner of the Note.
Section 3.05. Note Mutilated, Destroyed, Stolen or Lost. In case the Note shall become
mutilated, or be destroyed, stolen or lost, the Town shall issue and deliver a new Note, 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 Bank famishing the Town proof of ownership thereof and indemnity reasonably
satisfactory to the Town and paying such expenses as the Town may incur.
Section 3.06. Payment of Principal and Interest; Limited Obligation. The Town 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, provided that the Town may be compelled to pay the principal of and interest on the
Note solely from the Budgeted Revenues and Pledged Revenues, and nothing in the Note or this Loan
Agreement shall be construed as pledging any other funds or assets of the Town to such payment or as
authorizing such payment to be made from any other source. Nothing herein shall, however, prevent the
Town from using any lawfully available funds to pay its obligations hereunder and under the Note. The
Town is not and shall not be liable for the payment of the principal of and interest on the Note or for the
performance of anypledge, obligation or agreement for payment undertaken by the Town hereunder or
under the Note from any property other than the Budgeted Revenues and Pledged Revenues. The Bank
shall not have any right to resort to legal or equitable action to require or compel the Town to make any
payment required by the Note or this Loan Agreement from any source other than the Budgeted
Revenues and Pledged Revenues.
The Town covenants that, so long as the Note shall remain unpaid or any other amounts are owed
by the Town under this Agreement or the Note, it will appropriate in its annual budget, by amendment,
if required, from the Available Non Ad Valorem Revenues and the Special Assessments, amounts
sufficient to pay the principal of and interest on the Note and other amounts owed under this Agreement
as the same shall become due. In the event that the amount previously budgeted for such purpose is ever
insufficient to pay such principal and interest on the Note and other amounts owed under this Agreement,
the Town covenants to take action to amend its budget as soon as reasonably practicable so as to budget
and appropriate an amount from the Available Non Ad Valorem Revenues and Special Assessments
sufficient to pay such debt service on the Note and such other amounts. The covenant to budget and
appropriate contained in this paragraph does not create alien upon or pledge of the Non Ad Valorem
Revenues, other than the Special Assessments. Such covenants to budget and appropriate from Available
Non Ad Valorem Revenues shall be cumulative to the extent not paid and shall continue until Available
Non Ad Valorem Revenues sufficient to make all required payments have been budgeted, appropriated
and used to pay such debt service on the Note and such other amounts.
M
Notwithstanding the foregoing covenant, the Town does not covenant to maintain any service or
programs now provided or maintained by the Town which generate Non Ad Valorem Revenues.
To secure the repayment of the Note and the payment and performance by the Town of its
obligations to the Bank hereunder, the Town hereby grants the bank a first lien upon and security interest
in the Pledged Revenues.
Except for pledges of and liens upon Non Ad Valorem Revenues to secure the repayment of
indebtedness permitted hereby, the Town will not take any action which would have the effect offimiting
its ability to lawfully use Non Ad Valorem Revenues to pay amounts due hereunder and under the Note.
Section 3.07 Officers and Employees of the Town Exempt from Personal Liability. No recourse
under or upon any obligation, covenant or agreement of this Loan Agreement orthe Note or for any claim
based hereon or thereon or otherwise in respect thereof; shall be had against the Mayor or any
Commissioner, officer, agent or employee, as such, ofthe Town past, present or future, it being expressly
understood (a) that the obligation of the Town under this Agreement and under the Note is solely a
corporate one, limited as provided in the preceding Section 3.06, (b) that no personal liability whatsoever
shall attach to, or is or shall be incurred by, the Mayor, Commissioners, officers, agents, or employees,
as such, of the Town, 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, the Mayor and every such Commissioner, officer, agent, or
employee, as such, of the Town under orbyreason ofthe obligations, covenants or agreements contained
in this Agreement and under the Note, 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 Town.
Section 3.08. 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 until the payment is actually received by the Bank
Section 3.09. Bank Fees and Expenses. The Town hereby agrees to pay the fee of counsel to the
Bank in connection with the Loan in the amount of $4,000.00, plus reasonable out-of-pocket expenses,
said amounts to be due and payable upon the issuance of the Note.
Section 3.10. Tax Representations. Warranties and Covenants of the Town.
(a) The Town hereby covenants and represents that it has taken and caused to be taken and shall
make and take and cause to be made and taken all actions that may be required of it for the interest on
the Note to be and remain excluded from the gross income of the Bank for federal income tax purposes
to the extent set forth in the Code, 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 ofits 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 Town acknowledges that the continued exclusion of interest on the Note from gross income
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forfederal income tax purposes depends, in part, upon compliance with the arbitrage limitations imposed
by Sections 103(6)(2) and 148 of the Code. The Town hereby acknowledges responsibility to take all
reasonable actions necessary to comply with these requirements. The Town hereby 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 Town
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 ofwhich would cause theNote to be an arbitrage bond forpurposes of Sections 103(bx2) and
148 of the Code. The Town 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 Town
covenants and agrees:
(1) to pay to the United States of America at the times required pursuant to Section
148(1) of the Code, the excess of the amount earned on all non -purpose investments (as defined
in Section 148(f)(6) ofthe 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");
(2) 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
(3) to comply with all representations and restrictions contained in anyCertificate as
to Arbitrage and Other Tax Matters executed by the Town in connection with the Note.
The Town 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.
(b) The Town will complywith, 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.
(c) The Townwillnotuse,invest, direct orpemmittheinvestment oftheproceeds oftheNote
or any investment earnings thereon in a manner that will result in the Note becoming a "private activity
bond" within the meaning of Sections 141 and 145 of the Code.
(d) The Town 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 Town or a state or political subdivision or instrumentality thereof as those
terms are used in Section 103 of the Code (an "Exempt Person").
(e) The Town 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
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to persons who are not Exempt Persons.
(t) The Town has not entered into, and will not enter into, any arrangement with any person
or organization (other than an Exempt Person) which provides for such person or organization to manage,
operate, or provide services with respect to more than 10% ofthe property financed with the proceeds of
the Note (a "Service Contract"), unless the guidelines set forth in Revenue Procedure 97-13 (or the
guidelines set forth in Revenue Procedure 93-19, to the extent applicable, or any new, revised or
additional guidelines applicable to Service Contracts) (the "Guidelines"), are satisfied, except to the extent
it obtains a private letter ruling from the Internal Revenue Service or an opinion ofnationally recognized
Bond Counsel which allows for a variation from the Guidelines.
(g) The Town will not cause the Note to be treated as "federally guaranteed" forpurposes of
Section 149 of the Code, as may be modified in any applicable Hiles, 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 shall be treated as "federally guaranteed" if (i) all
or anyportion ofthe principal or interest is orwill he guaranteed directly or indirectlybytheUnited 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 ofprincipal 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 thereoZ 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.
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 3.11. Section 265 Designation of Note.
The reasonably anticipated amount of tax-exempt obligations (other than obligations described
in clause (ii) of Section 265(b)(3)(C) of the Code), which have been or will be issued by the Town and
all entities which are subordinate to or which issue obligations on behalf of the Town during 2012 does
not exceed $10,000,000, and the Town herebydesignates theNote as a "qualified tax-exempt obligation"
("QTEO") for purposes of Section 265(b)(3)(B)(i) of the Code, and the Town covenants and agrees not
to take any action or to fail to take any action if such action or failure would cause the Note to no longer
be a QTEO.
Section 3.12. Special Assessment Covenants. The Town will levy and assess Special
Assessments in amounts sufficient to pay the principal of and interest on the Note as the same become
due and payable. The Town shall utilize the uniform method for the collection of the Special
Assessments authorized by Section 197.3632, Florida Statutes, will cooperate with the tax collector in
any enforcement proceedings, and will take no action that would impair the collection of the Special
Assessments. The Town will use the proceeds of Special Assessments solely to pay principal of and
interest on the Note.
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ARTICLE IV
OF LENDING
The obligations of the Bank to lend hereunder are subject to the following conditions precedent:
Section 4.01 Representations and Warranties. The representations and warranties set forth in
this Agreement and the Note are and shall be true and correct on and as of the date hereof
Section 4.02 No Default. On the date hereof, the Town shall be in compliance with all the
terms and provisions set forth in this Agreement and the Note on its part to be observed or performed,
and no Event of Default nor any event that, upon notice or lapse of time or both, would constitute such
an Event of Default, shall have occurred and be continuing at such time.
Section 4.03 Supporting Documents. On or prior to the date hereof, the Bank shall have
received the following supporting documents, all ofwhich shall be satisfactory in form and substance to
the Bank (such satisfaction to be evidenced by the purchase of the Note by the Bank):
(a) the opinion of bond counsel for the Town, regarding the due authorization, execution,
delivery, validity and enforceability of the Resolution, the Special Assessments, this Agreement and the
Note; and
(b) the opinion of bond counsel to the Town to the effect that, (1) the interest on the Note is
excluded from gross income for federal income tax purposes and the Note is not an item of tax
preference under Section 57 of the Code, (2) the Note and the income thereon are exempt from the
Florida excise tax on documents and intangible personal property tax and (3) the Note is a QTEO; and
(C) such additional supporting documents as the Bank may reasonably request.
ARTICLE V
FUNDING THE LOAN
Section 5.01 The Loan. On the Closing Date, the Bank hereby agrees to Loan to the Town,
and the Town agrees to borrow from the Bank, an amount equal to the Loan Amount upon the terms and
conditions set forth in this Agreement. The Town agrees to repay the principal amount borrowed plus
interest thereon, upon the terms and conditions set forth in this Agreement and the Note.
Section 5.02 Description and Pavment Terms of the Note. To evidence the obligation of the
Town to repay the Loan, the Town shalt on the Closing Date make and deliver to the Bank the Note in
the form attached hereto as Attachment A-
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ARTICLE VI
EVENTS OF DEFAULT
Section 6.01 General. An "Event of Default' shall be deemed to have occurred under this
Agreement if.
(a) The Town shall fail to make anypayment of the principal ofor interest on the Loan when
the same shall become due and payable, whetherbymaturity, byaccelemtion at the discretion ofthe Bank
as provided for in Section 6.02, or otherwise; or
(b) The Town shall default in the performance of or compliance with any term or covenant
contained in this Agreement or the Note, other than a term or covenant a default in the performance of
which or noncompliance with which is elsewhere herein specifically dealt with, which default or
non-compliance shall continue and not be cured within thirty (30) days after (i) written notice thereof to
the Town by the Bank, or (ii) the Bank is notified ofsuch noncompliance or should have been so notified
pursuant to the provisions of Section 3.01(c) of this Agreement, whichever is earlier; or
(c) Any representation or warranty made in writing by or on behalf of the Town in this
Agreement or the Note shall prove to have been false or incorrect in anymaterial respect on the date made
or reaffirmed, or
(d) The Town 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 Town 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 Town, or an order, judgment or decree is
entered by any court of competent jurisdiction appointing, without the consent of the Town, a receiver
or trustee of the Town 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
(t) The Town 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 ofAmerica or the
State; or
(g) The Town shall default in the due and punctual payment or performance of covenants
related to (i) any obligation for the payment of money to the Bank or any other subsidiary or affiliate of
SunTrust Bank or (ii) any obligation for the repayment of borrowed money in an amount in excess of
$100,000 to any other obligee.
Section 6.02 Effect of Event of Default.
Immediately and without notice, upon the occurrence of any Event of Default, the Bank may
declare all obligations of the Town under this Agreement and the Note to be immediately due and
payable without further action of any kind and upon such declaration the Note and the interest accrued
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thereon shall become immediately due andpayable. In addition, and regardless whethersuch declaration
is or is not made, the Bank may also seek enforcement of and exercise all remedies available to it under
any applicable law.
ARTICLE VII
NIISCELLANEOUS
Section 7.01 No Waiver; Cumulative Remedies. No failure or delay on the part of the Bank
in exercising any right, power, remedyhereunderorundertheNote shall operate as awaiver ofthe Bank's
rights, powers and remedies hereunder, nor shall any single or partial exercise of any such right, power
or remedy preclude any other or finther 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 7.02 Amendments. Changes orModificationstotheAgeement.This Agreement shall
not be amended, changed or modified except in writing signed by the Bank and the Town The Town
agrees to pay all ofthe Bank's costs and reasonable attomeys' fees incurred in modifying and/or ameuding
this Agreement at the Town's request or behest.
Section 7.03 Counterparts. This Agreement maybe 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 7.04 Severability. If any clause, provision or section of this Agreement shall be held
illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other
provisions or sections hereof; and this Agreement shall be construed and enforced to the end that the
transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if
such illegal or invalid clause, provision or section had not been contained herein.
Section 7.05 Term of Agreement. Except as otherwise specified in this Agreement, this
Agreement and all representations, warranties, covenants and agreements contained herein or made in
writingbythe Town in connection herewith shall be in full force and effect from the date hereofand shall
continue in effect until as long as the Note is outstanding.
Section 7.06 Notices. All notices, requests, demands and other communications which are
required or maybe given under this Agreement shall be in writing and shall be deemed to have been duly
given when received if personally delivered; when transmitted if transmitted by telecopy, electronic
telephone line facsimile transmission or other similar electronic or digital transmission method (provided
customary evidence of receipt is obtained); the day after it is sent, if sent by overnight common carver
service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid.
In each case notice shall be sent to the Notice Address.
Section 7.07 Applicable Law; Venue. This Agreement shall be construed pursuant to and
governed by the substantive laws of the State. The Town and the Bank waive any objection either might
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otherwise have to venue of any action lying in Paha Beach County, Florida.
Section 7.08 Binding Effect; Assignment. This Agreement shall be binding upon and inure
to the benefit of the successors in interest and permitted assigns of the parties. The Town shall have no
rights to assign any of its rights or obligations hereunder without the prior written consent of the Bank.
Section 7.09 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.
Section 7.10 Attomeys Fees. To the extent legallypemilssible, the Town and the Bank agree
that in any suit, action or proceeding brought in connection with this Agreement or the Note (including
any appeal(s)), the prevailing patty shall be entitled to recover costs and attorneys' fees from the other
partY-
Section 7.11 Entire Agreement. Except as otherwise expresslyprovided, this Agreement and
the Note embody the entire agreement and understanding between the parties hereto and supersede all
prior agreements and understandings relating to the subject matter hereof
Section 7.12 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 out the transactions contemplated by
this Agreement.
Section7.13 Waiver of Jury Trial.
(a) This Section 7.13 concerns the resolution of any controversies or claims between the
parties, whether arising in contract, tort or by statute, that arise out of or relate to: (i) this Agreement
(including any renewals, extensions or modifications); or (ii) the Note (collectively a "Claim"). For the
purposes of this provision only, the term "parties" shall include any parent corporation, subsidiary or
affiliate ofthe Bank involved in the servicing, management or administration ofany obligation described
or evidenced by this Agreement.
(b) The parties irrevocably and voluntarily waive any right they may have to a trial byjury
in respect of any Claim. This provision is a material inducement for the parties entering into this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective between
them as of the date of fust set forth above.
TOWN OF GULF STREAM, FLORIDA
BY !' �iGOG✓
Name:
Title: Moor
SUNTRUST BANK
By: � .';r
Name: Icslie Downs
Title: Vice President
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TOWN OF GULF STREAM
PALM BEACH COUNTY, FLORIDA
Delivered via e-mail
June 2, 2016
Chris O'Hare [mail to: chrisoharegulfstream@gmail.com]
Re: GS #2202 (signed commitment Itr, promissory note and loan agreement for underground
-see res 12-07)
As background to the request I call your attention to Town Commission meeting held on August
28, 2012. During that meeting the Commission unanimously approved Resolution No. 012-7 for a
ten year loan with Suntrust Bank. A copy of the resolution with attachments is attached to this
email for your reference. I request to inspect certain records associated with that resolution. Those
records are the executed versions of the records attached to this email. Specifically: commitment
letter signed by Mayor, executed promissory note for said loan signed by Mayor, executed loan
agreement signed by both parties,
Dear Chris O'Hare [mail to: chrisohare2ulfstream(ia gmail.com],
The Town of Gulf Stream has received your original record requests dated May 30, 2016. Your
original public records request can be found at the following link: htto://www2.gulf-
stream.org/weblink/0/doc/91131/Pagel.asox. Please refer to the referenced number above with
any future correspondence.
You will find the responsive documents by going to the same above link.
We consider this closed.
Respectfully,
Town Clerk, Custodian of the Records