Ordinance 2011-375 - Laserfiche WebLink

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1.(..l. SUNTRUST'M Steve T. Leth, Senior Vice President Relationship Manager South Florida Team Leader Tel: 305-597-6601 steve.leth@suntrust.com Government Division 8699 NW 36 Street Miami, Florida 33131 October 6, 2011 (? City of Sunny Isles Beach MinaI Shah Assistant City Manager-Finance 18070 Collins Ave Sunny Isles Beach, Florida 33160 Commitment: Re: Refunding and Capital Improvement Revenue Bond Series 2011 up to Ten million dollars ($10,000,000.00). Dear Ms. Minai Shah: On behalf of SunTrust Bank (the "Bank"), I am pleased to present this commitment to the City of Sunny Isle, Florida (the "Borrower" or the "City") in the amount of up to ten million dollars and 00/100 dollars ($10,000,000.00). It is our understanding that the proceeds from the Revenue Bond Series 2011 will be used to refund certain Florida Municipal Loan Council Revenue Bond Series 2001-A in the approximate amount of $7,700,000.00 which was originally used to finance the construction of the administrative buildings of the City, purchase land and build parks. Additionally, the City is requesting approximately $2,300,000.00 in new financing for a park. The Bank's solution will be in the form of a single Bank Qualified Tax Exempt Bond (the "Facility "or the "Bond') to the City based substantially on the summary of terms and conditions set forth on Annex I attached hereto. (Annex I, together with this letter. the "Commitment Letter) This commitment is subject to: (i) the preparation, execution and delivery of mutually acceptable loan documentation, including a bond/note incorporating substantially the terms and conditions set forth in the Term Sheet attached hereto; (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 Fiscal year end 2010: (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; (iv) a closing of the Facility on or prior to November 11, 2011: and (v) any additional conditions or contingencies set forth herein. 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 do 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. Upon acceptance of this commitment, the Borrower 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