Loading...
2000.11.29_FAB_Minutes_Regular• FINANCIAL ADVISORY BOARD QUARTERLY MEETING MINUTES Wednesday, November 29 2000 2.30 P.M. Chairman Felix R. Goldenson called the Quarterly Meeting to order at 10:00 A.M. in Town Hall Conference Room. In attendance were Chairman Goldenson, Vice Chair Marianne Salibello, and member Bryon R. McKinley. S. Myron Browner and Charles D. Cohn were absent. Also present were Town Manager Ben Saag, Finance Director Stan Novak, and guest Charles Schoech. APPROVAL OF MINUTES The following sets of Minutes were approved upon MOTION by BRYON R. MCKINLEY/MARIANNE SALIBELLO: MINUTES OF JULY 7, 2000 SPECIAL MEETING MINUTES OF THE MAY 22, 2000 QUARTERLY MEETING. MINUTES OF THE NOVEMBER 17, 1999 QUARTERLY MEETING (DEFERRED FROM MAY 22, 2000 QUARTERLY MEETING) • NEW BUSINESS The Year -End Financial Report and Budget Amendments were discussed, with recommendation of approval being made for Budget Amendments. The Board was given presentations by the following three banking institutions in regard to financing for the reverse osmosis water plant: Bank of America, First Union National Bank, and Sun Trust Bank (presentation packets attached.) Upon conclusion of subject presentations, MOTION was made to recommend to the Town Commission, that out of the three presenters, Sun Trust Bank was first choice of the Board, and recommends approval of same by the Town Commission. Charles Schoech will prepare the necessary paperwork for signing at the Town Commission Regular Meeting on December 4, 2000. OTHER BUSINESS None. With no further business to come before the Board, MOTION to adjourn was made by MR. MCKINLEY/MS. SALIBELLO at 11:50 A.M. 0 Financial Advisory Board Quarterly Meeting November 29, 2000 Page 2 of 2 APPROVAL Fe ix R. Goldenson, Ch. Marianne Salibello, V.CH. �"on c l y • L'A absent Charles D. Cohn absent S. Myron Browner Attest: i Date: -(-, o First Union National Sank FL6005 Government Banking 1950 Hillsboro Boulevard 2nd Floor Deerfield Beach, Florida 33442 954 596-6900 N a November 14, 2000 Mr. Stan Novak Finance Director Town of Highland Beach 3614 S. Ocean Blvd Highland Beach, Florida 33487 Dear Mr. Novak: .i N O V J d,,4-v v D e c ✓ K,E:2=�) First Union National Bank (the "Bank") is pleased to submit the Commitment described below to the Town of Highland Beach (the "Town") subject to the following terms and conditions. Borrower: The Town of Highland Beach • Amount: #1 - Term Loan - $1,000,000 #2 - Non -Revolving Line of Credit - $7,000,000 Facility: #1 - Term Loan #2 - Non -Revolving Line of Credit Purpose: #1 - Provide financing for un-reimbursable costs related to the construction of a new reverse osmosis water treatment facility. #2 - Provide interim financing for costs related to the construction of a new reverse osmosis water treatment facility in anticipation of reimbursement from the State of Florida Revolving Loan Fund. Term: #1: Maturity Option A: Maturing five (5) years from closing. Maturity Option B: Maturing ten (10) years from closing. Maturity Option C: Maturing fifteen (15) years from closing • Principal and Interest will be payable semi-annually commencing March 31, 2001 and every September 30 and March 31 Xhighlandbeach.DOC j Y thereafter. Interest on the outstanding balance of the loan will be calculated on an 30-day month/ 360-day year basis. #2: This facility shall mature eighteen months from closing. Interest will be payable semi-annually commencing March 31, 2001 and every September 30 and March 31 thereafter. Principal will be due and payable at maturity. Interest on the outstanding balance of the loan will be calculated on an 30-day month/ 360-day year basis. Security: #1: This Note and the interest thereon constitute a General Obligation of the Town. The full faith and credit and the ad valorem taxing power of the issuer is pledged to the payment of principal and interest. #2: This facility will be secured by the First Net Proceeds from the State of Florida Revolving Loan Fund or other permanent financing. Additionally, this Note and the interest thereon constitute a General Obligation of the Town. The full faith and credit and the ad valorem taxing power of the issuer is pledged to the payment of principal and interest. • Interest Rate: #1 — Option A - 5 Year Fixed Rate: 4.97% #1 — Option B - 10 Year Fixed Rate: 5.24% #1 — Option C - 15 Year Fixed Rate: 5.38% The above rates will be held through November 28, 2000. Provided the Bank is notified that it is the winning bid by this date, one of the above rates can be held through December 31, 2000. #2 - Variable: 51 % of First Union's Prime Rate as that rate may change from time to time. Prime Rate shall be the rate announced by First Union from time to time as its Prime Rate, and is not necessarily the lowest rate offered by First Union. The Bank will require verification and a legal opinion that demonstrates the mechanism by which General Obligation debt can be issued at a Variable rate. The question relates to what occurs in the event rates increase during the year and the • millage rate has already been set for a particular tax year. Xhighlandbeach.DOC 2 #2 — Fixed: Alternatively, the Bank can quote a fixed rate if the Town can provide a draw schedule or can fully fund the loan at closing. Prepayment: Should the Town prepay Facility #1 Option A during the life of the loan or prepay Facility #1 Option B or C prior to the fifth anniversary of the closing date of the loan, the Town may incur a breakage fee as outlined below. In addition to principal, interest and any other amounts due under this Note, Borrower shall on demand pay to Bank any "Breakage Fee" due hereunder for each Break Event. "Break Event" means any voluntary or mandatory prepayment or acceleration, in whole or in part, of principal of this Note occurring prior to the date such principal would, but for that prepayment or acceleration, have become due ("Scheduled Due Date"). For each date on which a Break Event occurs ("Break Date"), a Breakage Fee shall be due only if the rate under "A" below exceeds the rate under "B" below and shall be determined as follows: Breakage Fee = the Present Value of ((A-B)xC) + LIBOR Breakage, where: A = The rate per annum equal to the sum of (i) the bond equivalent yield (bid side) of the U.S. Treasury security with a maturity closest to the • Maturity Date as reported by the Wall Street Journal (or other published source) on the date the Interest Rate of this Note was set ("Lock in Date"), plus (ii) the corresponding swap spread of Bank on the Lock in Date for a fixed rate payor to pay Bank the fixed rate side of an interest rate swap of that maturity, plus (iii) .25%. B = A rate per annum equal to the sum of (i) the bond equivalent yield (bid side) of the U.S. Treasury security with a maturity closest to the Maturity Date as reported by the Wall Street Journal (or other published source) on the Break Date, plus (ii) the corresponding swap spread that Bank determines another swap dealer would quote to Bank on the Break Date for paying to Bank the fixed rate side of an interest rate swap of the maturity. C = The sum of the products of (i) each Affected Principal Amount for each Affected Principal Period, times (ii) the number of days in that Affected Principal Period divided by 360 (if this Note uses the Actual/360 Computation) or the actual number of days in the year (if this Note uses the Actual/Actual Computation). "Affected Principal Amount" for an Affected Principal Period is the principal amount • of this Note scheduled to be outstanding during that Affected Principal Period determined as of the relevant Break Date before giving effect to the Break Event on Xhighlandbeach.DOC 3 that Break Date, and for any prepayment, multiplying each such principal amount • times the Prepayment Fraction. "Affected Principal Period" is each period from and including a Scheduled Due Date to but excluding the next succeeding Scheduled Due Date, provided that the first such period shall begin on and includes the Break Date. "LIBOR Breakage" is any additional loss, cost or expense that Bank may incur with respect to any hedge for the fixed rate of this Note based on the difference between the London interbank offered rate (for U.S. dollar deposits of the relevant maturity) available in the London interbank market at the beginning of the interest period in which the Break Date occurs and that which is available in that market on the Break Date. "Maturity Date" is the date on which the final payment of principal of this Note would, but for any Break Event, have become due. "Prepayment Fraction" is a fraction equal to the principal amount being prepaid over the principal amount of this Note outstanding immediately prior to that prepayment on the Break Date. "Present Value" is determined as of the Break Date using "B" above as the • discount rate. • In addition, a Break Event shall be deemed to occur hereunder if, on any date ("Borrowing Date") after the date hereof but prior to any acceleration of this Note, any advance of principal under this Note is scheduled to be made and that advance fails to be made on that Borrowing Date (whether due to Borrower's default, Borrower's failure to borrow, the termination of any loan commitment, any unsatisfied condition precedent, or otherwise), in which case that Borrowing Date shall be a Break Date, the Affected Principal Amount for that Break Event shall be based on the amount of the failed advance, and the Borrower shall on demand pay to the Bank any Breakage Fee due hereunder for that Break Event. Breakage Fees are payable as liquidated damages, are a reasonable ,pre -estimate of the losses, costs and expenses Bank would incur in the event of any prepayment or acceleration of this Note, are not a penalty, will not require claim for, or proof of, actual damages, and Bank's determination thereof shall be conclusive and binding in the absence of manifest error. For any Break Event hereunder, the foregoing Breakage Fee provisions supersede any breakage compensation agreement that Borrower and Bank may have executed with respect to this Note. Xhighlandbeach.DOC 4 Conditions • 1. The Town, by official action, shall approve entering into this commitment and the loan facility described herein; and shall cause any borrowing under this facility to be designated as a "Qualified Obligation" pursuant to Section 265(b)(3)(B) Internal Revenue Code of 1986, as amended. Should subsequent but currently unforeseen events cause any borrowing under this facility to be determined to be a "non -qualified" obligation pursuant to Section 265(b)(3)(B), Internal Revenue Code of 1986, as amended, the Bank shall adjust the interest rate on any outstandings hereunder so that it shall receive the same after tax yield equivalent contemplated as of the time of this commitment. 2. In the event that the interest on any drawing under this Commitment is ever determined to be taxable for purposes of federal or state income taxation, or in the event that any or all of the interest on any drawing under this Commitment is deemed to be included in the gross income of the Bank for federal or state income taxation, or in the event the Bank is unable to deduct any other amounts as a result of purchasing or carrying any borrowings resultant from the Commitment, or in the event of a change in the marginal tax rate applicable to corporations or the alternative minimum tax rate or in the method prescribed by federal income tax laws for calculating the alternative minimum tax to which the Bank may be subject, or in the event of any action which would otherwise decrease the after tax or taxable equivalent yield to the Bank, the interest on this Commitment shall be subject to a full gross up modification, as determined by the Bank and its counsel. In no event, however, shall the interest rate on this Commitment exceed the maximum rate permitted by law. 3. Legal opinions relating to this facility shall be shall be in such form and content as are acceptable to the Bank and its counsel. If a Red Book listed attorney prepares documents Bank Counsel Fees are estimated at $4,500. This is an indication fee based on certain assumptions made by the Bank. including, but not limited to the assumption that Moyle, Flannigan, Katz, Kolins, Raymond and Sheehan P.A. will represent the Bank as Bank Counsel. All costs relating to the preparation of documents, and to otherwise complete this transaction shall be paid for by the Town. Documents shall be available for review at least 5 business days prior to closing. 4. On an ongoing basis, the Town shall deliver to the Bank, when available, or within 180 days of each fiscal year end, which ever is sooner, a Comprehensive Annual Financial Report, a Current Year Operating Budget and a Capital Improvement Plan. Xhighlandbeach.DOC 5 5. The Town covenants that it will take all necessary steps to comply with all the requirements of the State of Florida SRF loan program and will do nothing to jeopardize its ability to receive loan proceeds. 6. This Commitment shall remain in full force and effect through 3:00 p.m., local time, December 6, 2000, at which time, if not accepted by execution of the acceptance clause below and mailed to the Bank at its 1950 Hillsboro Blvd Deerfield Beach, FL, 33442 office to my attention, this Commitment shall expire and shall not be enforceable by either the Bank or the Town unless extended by the Bank in writing. Unless extended by the Bank in writing, this facility must close on or prior to December 29, 2000 , after which this commitment shall expire. 7. If the Bank chooses to waive any covenant, paragraph, or provision of this Commitment, or if any covenant, paragraph, or provision of this Commitment is construed by a court of competent jurisdiction to be invalid, it shall not affect the applicability, validity or enforceability of the remaining covenants, paragraphs or provisions. 8. The preceding terms and conditions are not exhaustive. Any final commitment may include other covenants, terms and closing conditions as are customarily required by the Bank for similar transactions including but • not limited to a Cross Default with like secured debt, Default Rate, Events of Default, and Acceleration upon Default. This Commitment. Letter shall not survive closing. • 9. The Town represents and agrees that all information provided to the Bank is correct and complete. No material adverse change may occur in, nor may any adverse circumstance be discovered as to, the financial condition of the Town prior to closing. The Bank's obligations under this Commitment are conditioned on the fulfillment to the Bank's sole satisfaction of each term and condition referenced by this Commitment. 10. This Commitment supersedes all prior Commitments and proposals with respect to this transaction, whether written or oral, including any previous loan proposals made by the Bank or anyone acting within its authorization. No modification shall be valid unless in writing and signed by an authorized Officer of the Bank. This Commitment is not assignable and no entity other than the Town shall be entitled to rely on this Commitment. Xhighlandbeach.DOC 6 First Union National Bank appreciates the opportunity to submit this Commitment • to you and looks forward to your favorable response. Should you have any questions, please do not hesitate to contact me at (954) 596 -6901. Best Regards, FIRST UNION NATIONAL BANK Paul Vincent Vice President ACCEPTANCE The above Commitment is hereby accepted on the terms and conditions outlined therein by authority of the Governing Board of the Town: • The Town must indicate below which term and rate has been accepted. • Date: Its: Xhighlandbeach.DOC 7 L, • C] o1 O N c� N a� s.. Or a.. a� a� a� .O z •� MI •� a�Ai O p bA O ++ ++ W C O O U A o _ cn pPq �.. as PC IW10. Wfie 0 wn E-+ a 0 a 0.4 a . IIt 0 • ankofAmerica �' 0V 1 S Bank of America Commercial Banking Division _ 625 North Flagler Drive, loth Floor ?_ _ e- L�eth CJ` f� West Palm Beach, FL 33401 /,)L /1JJ Ci'tJ November 14, 2000 Mr. Stan Novak, Director of Finance Town of Highlands Beach 3614 South Ocean Boulevard Highland Beach, FL 33487 Dear Mr. Novak: In response to your request for proposal, we are pleased to have the opportunity to provide you a commitment which sets forth the general terms and conditions under which Bank of America, N.A. (the "Bank") will provide financing to the Town of Highlands Beach (the "Borrower"). Contact Information: Bank of America Phone: 561-838-2252 Fax: 561-838-2325 625 North Flagler Drive, 10' Floor West Palm Beach, Florida 33401 Contact Person: Vanessa Civalero, Vice President Borrower: Town of Highland Beach Loan Amount/Type: $1,000,000 Non -Revolving Term Loan Purpose: To provide funds for up front costs related to a water treatment facility. Term: The loan will provide for a one year draw -up period ending 12/31/01 followed by a term phase of 5, 10, or 15 years. Term will be determined prior to close at the option of the Town. Repayment: Interest only semi-annually in the first year followed by equal annual debt service consisting of semi-annual interest payments and annual principal payments. Prepayment: Borrower may prepay all or any portion of the Loan after sixty months without penalty. Interest Rate: During the first year, a tax-exempt, bank qualified variable rate of 67% of the 180 day LIBOR rate plus 70 basis points, adjusted semiannually. A tax- exempt, bank qualified fixed rate, based on term, as follows: 5 year term: 67% of the 5 year Treasury note plus 131 basis points. 10 year term: 67% of the 10 year Treasury note plus 137 basis points. 15 year term: 67% of the 15 year Treasury note plus 137 basis points. • 0 0 Closing Costs: The Borrower will pay all closing costs including, but not limited to, the Bank's reasonable attorney's review fees, which will not exceed $2,000. Loan Fee: None Security: A pledge of ad-valorum taxes as a general obligation of the Town. Additional Funding: Should Borrower require the additional $7MM in funding related to this project, Bank would provide a separate commitment letter which would follow the same lending parameters outlined here. Terms/Conditions: 1.) The City will provide a copy of its General Purpose Statements on annual basis, within 180 days of its fiscal year-end and a budget annually upon adoption. 2.) Borrower's counsel shall provide Bank with an opinion letter as to the tax-exempt status of this Loan. 3.) The tax-exempt rates as quoted herein take into consideration the Minimum Corporate Income Tax Rate of 35%. Should there be a change in the Minimum Corporate Tax Rate, the Bank shall reserve the right to adjust the interest rate in order to maintain the same after tax yield. 4.) The Bank shall also have the right to adjust the tax-exempt interest rate in order to maintain the same after tax yield if any amendments to existing law are enacted which would adversely affect the Bank's after tax yield including any "determination of taxability" as will be defined in the Loan documents. Quality of Documents: Each document and item required to be submitted to Bank pursuant to the Commitment shall be satisfactory in form and substance to Bank. Further, the Borrower agrees to execute at the closing all documents deemed necessary by Bank's attorney. Authorization: The Borrower will provide at closing, customary representations and warranties, including but not limited to its power to borrow, the Board actions to authorize these borrowings, the enforceability of all Loan documents, its good standing under Florida law, and that there has been no material adverse change in its financial condition since the last statement presented to the Bank. This Commitment to lend will expire if not accepted by November 30, 2000. Should this commitment not be accepted by the expiration date, and should the loan not closed by January 31, 2001, then the Bank shall have no further obligation to extend credit hereunder. • 0 On behalf of Bank of America, we are pleased to have the opportunity to make this proposal to the Town of Highland Beach. S' c l�y,n U(—' Vanessa Civalero Client Manager Vice President Commitment accepted this —day of , 2000 Town of Highland Beach, Florida By: Its: : Kevm Wi ham Credit Products Officer Vice President • SunTrust Bank Government & Institutional Banking 501 South Flagler Drive, 2nd Floor West Palm Beach, FL 33401 _ Tel (561) 835-2694 SUNTRUST'- Nov 1 S 2000 November 14"', 2000-N=��AS-`.G�'✓�,CE!) SUBMITTED TO: Town of Highland Beach Stanley M. Novak Finance Director 3614 South Ocean Boulevard Highland Beach, Florida 33487 SunTrust Bank, (Bank) is pleased to submit the following commitment to lend to The Town of Highland Beach(Borrower) under the following terms and conditions: • 1. Facility: up to $8,000,000 non -revolving line of credit The issue is anticipated to be a "Bank Qualified Tax -Exempt Obligation" for purposes of section 265 (b)(3)(B) of the Internal Revenue Code of 1993. 2. Security: The facility will be secured by a General Obligation and pledge of the Ad Valorem Revenues of the Borrower. 3. Interest Rate: Option #1: a fixed interest rate to be set two days before closing based on the (10 year US SWAP rate " as quoted by Bloomberg" plus 82 basis points)/1.49. On 11/14/00 this rate would be 5.17 % Option #2: A Variable Rate based on the (30 day LIBOR "as quoted by the Wall Street Journal" plus 77 basis points)/1.49 adjusted monthly. On • 11/14/00 this rate would be 4.959%. 0 1' f 4. Repayment Terms: Terms are: (Years 1-2) Interest only payable semi-annually on March 31st and September 30th of each year. After the two year draw down period the remaining amount outstanding will be amortized over the remaining term with equal Principal and Interest payments made semiannually on March 315t and September 3 Oth of each year. 5. Maturity: The loan will have a final maturity of 10 years from close. 6. Bank Counsel Legal Fee: Legal Fees are capped at $2,000, For Banks counsel to review bond documents. 7. Purpose• To provide funds for the construction of the Town of Highland Beach Reverse Osmosis Water Treatment Facility. 8. Covenants• The City will maintain a minimum Debt Service Coverage of 1.2x • on all General Obligation debt. Parity or subordinate general obligation Debt will be allowed only if the additional debt does not cause the City to fall below the required 1.2x Debt Service Coverage. All additional General Obligation debt will be secondary to and/or on parity with this facility. All Draws on the Line of Credit will be made within the first two years after the close of the facility. All Draws on the Line of Credit will be a minimum of $200,000 9. Disbursement of Bond Proceeds shall be within the control of the Borrower provided, however, that the Borrower shall not apply any of the proceeds of the loan for a purpose other than as set forth in the bid proposal. • 10. Interest shall be calculated on a 30/360 basis. 11. The Interest Rate shall be adjusted, as set forth below, in • the event of a change in the Qualified Tax -Exempt status of the obligation. 12. Interest Rate if Loan Becomes Taxable. If the loan is deemed a "Tax -Exempt Obligation" whereby the interest earned on the loan is excluded from the gross income of the Bank when determining Federal and State tax liability, and the loan is issued at a tax exempt rate but later the interest on the loan becomes taxable (i.e., ceases to be a "Tax -Exempt Obligation") for whatever reason, then the loan will bear interest from the earliest effective date as of which interest payable on the loan is includable in the gross income of the Bank at a Fixed Rate per annum equal to the note rate times 1.49(the "Fixed Taxable Rate"). In addition, if this note is not a "qualified tax-exempt obligation, within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended but no event of Taxability has occurred then the loan will bear interest at a fixed rate per annum equal to the note rate times 1.19 ( the "Fixed non -bank qualified rate").The Borrower shall also pay any additions to tax, penalties, and any interest on the loan and its gross income for Federal Income Tax purposes, and any • arrears in interest resulting from a determination of taxability. Any penalties in the form of interest or otherwise shall be paid by the Borrower on the next succeeding interest payment date. 13. Arbitrage Responsibility. The Borrower shall assume whatever responsibility and take whatever action is necessary to assure that the loan will not constitute an "Arbitrage Loan" under the provision of Section 148 of the Code. Additionally, the Borrower shall covenant to comply with any and all rebate requirements contained in Section 148 of the Code. 14. Interest Rate Limitation. If required, the Borrower shall take whatever action is necessary in order to comply with the provisions of Section 215.84, Florida Statutes, relating to maximum rate of interest including, but not limited to, the filing of a request with the State Board of Administration for authorization of the interest rate provided herein, if such interest rate is in excess of the maximum rate. 15. The Borrower shall comply with and agree to such other covenants, terms, and conditions, that may be reasonably required by the Bank and its counsel and are customary in municipal financings of this nature. These covenants would • include, but not be limited to, covenants regarding compliance with laws and regulations, the submission of audited financial data to the Bank in a timely manner, events of default including failure to make payments, failure to perform any covenant, and the filing of bankruptcy by the Borrower; and remedies in the event of default, including acceleration. 16. It is understood that the bid set forth herein is conditioned upon the accuracy of information provided to the Bank by the Borrower and the continued financial strength of the Borrower. Any misrepresentation or false statement of material fashion made by the Borrower to induce this bid or any material adverse change in the financial condition of the Borrower will be sufficient cause for the Bank to terminate this commitment. 17. The Bank at its sole discretion will be allowed to assign or participate all or any portion of this debt obligation to any other financial institution or accredited investor. 18. The Bank will require an opinion from a qualified Bond Counsel regarding the bank qualified, tax-exempt status of the notes, validity of issuance, enforceability of documents, and other is pertinent issues. This commitment is subject to all documentation for the bonds contemplated by this commitment being reviewed and accepted in form and substance by the Bank and its Counsel. 19. This letter constitutes a commitment on the part of the bank to lend and does not require any additional internal approvals by the bank. 20. Borrower agrees that should this loan fail to close for any reason other than the arbitrary refusal of the Bank, that the Bank's Counsel shall be entitled to be reimbursed for any of their out-of-pocket costs and to be paid a reasonable fee for its services through the expiration date of this Commitment, and Borrower understands that such fee shall be paid by Borrower immediately upon receipt of a statement. 21. WAIVER: THE MAKER, BY EXECUTION HEREOF, AND THE LENDER, BY • ACCEPTANCE HEREOF, MUTUALLY AND WILLINGLY WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS MADE BETWEEN THEM WHETHER NOW EXISTING OR ARISING IN THE FUTURE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS, AND INTERVENOR'S CLAIMS WHETHER ARISING FROM OR RELATED TO THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THE TRANSACTIONS TO WHICH THIS COMMITMENT RELATES. C_J THIS COMMITMENT LETTER OUTLINES THE GENERAL TERMS AND CONDITIONS OF THE PROPOSED LENDING AGREEMENT BETWEEN THE TOWN OF HIGHLAND BEACH AND SUNTRUST BANK. IF THIS OFFER IS NOT ACCEPTED BY THE TOWN ON OR BEFORE NOVEMBER 29th, 2000, THE OFFER WILL EXPIRE UNLESS EXTENDED BY THE BANK. IF ACCEPTED, THE FACILITIES MUST CLOSE BY DECEMBER 31,2000. We sincerely appreciate the opportunity to serve The Town of Highland Beach and look forward to hearing from you. Please sign below upon acceptance and return the original to my attention. If you have any questions please call me at (561) 835-2677. Michael P. Miller, Jr. Corporate Banking Officer SIGNED AND ACCEPTED THIS DAY OF , 2000. Town of Highland Beach. BY: 0 AS ITS: Proposal for Financing For The Town of Highland Beach November 15th, 2000 $8,000,000 Contact Information: SunTrust Bank South Florida. 501 S. Flagler Drive 2nd Floor West Palm Beach, F1. 33401 Contact person: Michael P. Miller, Jr. Phone: (561) 835-2677 Fax: (561) 835-2640 Conditions: Please see attached commitment letter.