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Res 73-84 RESOLUTION NO. 73-84 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE CITY TO ENTER INTO A REVOLVING LOAN AGREEMENT WITH BARNETT BANK OF PALM BEACH COUNTY FOR THE PURPOSE OF PAYING THE COST OF THE 1984 BEACH RENOURISHMENT PROJECT; AUTHORIZING THE ISSUANCE OF ITS GRANT ANTICIPATION NOTE EVIDENCING SUCH LOAN IN A PRINCIPAL AMOUNT NOT EXCEEDING $3,000,000; AUTHORIZING AND RATIFYING ALL CONTRACTS AGREEMENTS AND THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE CITY'S 1984 BEACH RENOURISHMENT PROJECT AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION. WHEREAS, the City Council of the City of Delray Beach, Florida (the "City") has determined that it is necessary and advisable to repair, restore, control and prevent erosion to certain of the City's shoreline area (the "Project"); and, WHEREAS, the estimated cost of the Project is $ 4~221~065; and, WHEREAS, in anticipation of receipt of the proceeds from Federal financial assistance grant, identification number , in the amount of $ 1~857~269; State of Florida financial assistance grant, identification number , in the amount of $ 1~541~071; and County of Palm Beach financial assistance grant, identification number , in the amount of $ 82Z~725; (the "Grants"), the City has entered into a contract with Great Lakes Dredge and Dock Company (the "Company") for the purposes of begin- ning and completing the Project (the "Project Contract"); and, WHEREAS, pursuant to the Project Contract, the schedule for completion of the Project will require periodic payments to the Company by the City prior to receipt of the Grants; and, WHEREAS, the City is desirous of entering into a revolving loan agreement (the "Revolving Loan Agreement") with Barnett Bank of Palm Beach County ("Barnett") whereby Barnett will make available a line of credit not exceeding the amount of $3,000,000 (the "Line of Credit"); and, WHEREAS, the City intends to draw on this Line of Credit to make the periodic payments to the Company and to pay other permissible costs ~nd expenses associated with the Project; and, WHEREAS, the City intends to issue its Grant Anticipation Note to Barnett (the "Note") evidencing its obligation under the Revolving Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That pursuant to Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provisions of law, the City shall enter into the Revolving Loan Agreement evidencing the Line of Credit and the terms and conditions under which the City may draw on such Line of Credit (the "Advances") in an amount not exceeding $3,000,000, in substantially the form submitted at this meeting, to which shall be an- nexed, as Annex B, a copy of this Resolution adopted by the City. Said Advances shall be evidenced by City of Delray Beach, Florida, Revolving 1984 Beach Renourishment Grant Anticipation Note of the City in the ag- gregate principal amount of not exceeding $3,000,000, which shall be issued and delivered by the City to Barnett in accordance with the Re- volving Loan Agreement. The Note shall be payable to the order of Barnett, shall be dated as of September.___, 1984 and shall bear interest at the Interest Rate, as that term is defined in the Revolving Loan Agree- ment. The Interest Rate does not exceed the maximum rate or rates per- mitted by law. The Note shall be numbered one prefixed with the letter shall be in the denomination of $3,000,000 and shall be payable on February , 1985 (subject to optional prepayment as a whole or in part, at any time or from time to time, without penalty or premium, as provided in the Revolving Loan Agreement). Principal and interest on the Note are payable in accordance with the terms of the Revolving Loan Agreement. Principal of and interest on the Note shall be payable upon presentation at the office of Barnett, in the City of Delray Beach, Florida. Interest shall be computed on the basis of a 365/366-day year. The Note shall be otherwise in substantially the form set forth in Annex C' to the Revolving Loan Agreement. The Note shall be paid in lawful money of the United States of America and in immediately available funds. The Note is payable solely from the proceeds of the Grants when received by the City and the moneys on deposit in the City of Delray Beach Renourishment Revenue Fund (the "Revenue Fund") and does not constitute a lien upon the City's property and shall only constitute a lien on the proceeds of the Grants when re- ceived by the City and the Revenue Fund. The owner of the Note shall never have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment of the principal of and interest on the Note. Section 2. That advances made to the City under the Line of Credit shall be made by presentation by any authorized officer or employee of the City of the disbursement certificate substantially in the form attached to the Revolving Loan Agreement as Annex B (the "Certificate") or may be deposited in a special account entitled "1984 Beach Renourishment Grant Anticipation Proceeds Account" (herein called the "Proceeds Account"), which shall be established with Barnett in accordance with the provisions of Section 8 of the Revolving Loan Agreement. The proceeds of the Note shall be applied by the City for making the periodic payments in accordance with the Project Contract and to pay other permissible costs and expenses associated with the Project. Section 3. That the form of Revolving Loan Agreement as sub- mitred to this meeting and made a part of this Resolution as though set forth herein, be and the same hereby is approved. The Mayor or the Vice- Mayor or any other proper official of the City are each hereby authorized to execute the Revolving Loan Agreement with such changes, insertions and omissions as may be approved by said Mayor, Vice-Mayor or any other proper official of the City, said execution being conclusive evidence of such approval, and the City Clerk or Deputy Clerk of the City are each hereby authorized to cause the seal of the City to be affixed to the Revolving Loan Agreement and to attest to the same, and the Mayor, the Vice-Mayor, the City Clerk, the Deputy Clerk or any other proper official of the City are each hereby authorized to deliver the executed Revolving Loan Agree- ment on behalf of the City. Section 4. That the Mayor, the Vice-Mayor or any other proper official of the City are each hereby authorized to execute the Note by manual or facsimile signature and the City Clerk or a Deputy Clerk are each hereby authorized to cause the seal of the City to be affixed, im- printed, engraved or otherwise reproduced on the Note and to attest the same. The Mayor, the Vice-Mayor, the City Clerk, the Deputy Clerk or any other proper official of the City are each hereby authorized to deliver the executed Note as evidence of such Line of Credit in accordance with the provisions of the Revolving Loan Agreement. Section 5. That advances made upon presentation of the Certifi- cate or checks drawn upon the Proceeds Account (if the City requests Advances be deposited directly into the Proceeds Account) shall be signed by the manual signature of any two of the following officers= the Mayor, Vice-Mayor or Financial Director of the City or any officer or employee of -2- Res. No. 73-84 the City authorized to perform specific acts or duties by resolution duly adopted by the City. Barnett is hereby authorized to pay checks drawn on the Proceeds Account in the name of the City when signed as provided in this Section 5. Section 6. That the Mayor, the Vice-Mayor, the Financial Direc- tor, City Clerk, the Deputy Clerk or any other proper official of the City authorized to perform specific acts or duties by resolution duly adopted by the City, are each hereby authorized to do and perform all things and to execute all agreements and contracts in the name of the City or other- wise, as they deem advisable and to make all payments, necessary or con- venient in their respective op:nions, to the end that the City may carry out the objects of this resolution and its obligations under the terms of the Revolving Loan Agreement and of the Note. Section 7. That the Mayor, the Vice-Mayor, and any other proper official of the City, be and each of them is hereby authorized and direc- ted to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. Section 8. That this Resolution shall take effect upon its passage in the manner provided by law. PASSED AND ADOPTED in special session on this the 18th day of September , 1984. MA Y O R ~j ATTEST: Asst. City Clerk -3- Res. No. 73-84