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Res 14-00RESOLUTION NO. 14-00 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,000,000.00 IN AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS, SERIES 2000, OF THE CITY OF DELRAY BEACH, FLORIDA FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN ROADWAY IMPROVEMENTS WITHIN THE CITY INCLUDING APPURTENANT WATER, SEWER AND DRAINAGE WORK, AND A PORTION OF THE COSTS OF A 800 MHZ RADIO SYSTEM AND ALL INCIDENTAL COSTS RELATING THERETO; DETERMINING THE NEED FOR A NEGOTIATED SALE OF SUCH BONDS TO BANK OF AMERICA, N.A., DOING BUSINESS AS NATIONSBANK, N.A. (THE "BANK"); PROVIDING FOR THE TERMS AND PAYMENT OF SAID REVENUE BONDS, SERIES 2000, AND THE RIGHTS, REMEDIES AND SECURITY OF THE OWNERS THEREOF; MAKING CERTAIN COVENANTS RELATING TO THE ISSUANCE OF SAID REVENUE BONDS, SERIES 2000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT WITH THE BANK, DESIGNATING THE REVENUE BONDS, SERIES 2000 AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" WITHIN THE MEANING OF SECTION 265(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AUTHORIZING THE PROPER OFFICERS OF THE CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Delray Beach, Florida (the "City Commission"), hereby determines that it is in the best interest of the City of Delray Beach, Florida (the "City"), to finance the cost of acquiring and implementing various municipal projects, as further described on Exhibit C attached hereto, together with all incidental and necessary costs relating thereto (collectively, the "2000 Projects"); and WHEREAS, on December 14, 1999, the City Commission adopted Resolution No. 76-99 ithe "Bond Resolution") authorizing the issuance, from time to time, of revenue bonds (the "Bonds") to finance capital projects in the City; and WHEREAS, any capitalized term used in this Resolution and not otherwise defined, shall have the meaning ascribed to such term in the Bond Resolution; and WHEREAS, pursuant to the Bond Resolution each series of Bonds shall be payable solely from the City's covenant contained in the Bond Resolution to budget and appropriate in each Fiscal Year, by budget amendment if necessary, Non-Ad Valorem Revenues and deposit the same in the Debt Service Fund created and established under the Bond Resolution; and WHEREAS, pursuant to the terms and provisions of the Bond Resolution and this Resolution, the City shall issue its second series of Bonds known as "City of Delray Beach, Florida Revenue Bonds, Series 2000" (herein, the "2000 Bonds") to finance the costs of the 2000 Projects including the costs of issuing such 2000 Bonds; and Resolution No. 14-00 WHEREAS, the principal amount of the 2000 Bonds authorized under this Resolution shall not exceed $10,000,000; and WHEREAS, the 2000 Bonds shall be secured by a pledge of and lien on the Pledged Revenues; and WHEREAS, City staff has previously solicited bids from qualified lending institutions to provide a term loan as the vehicle by which the 2000 Bonds are to be issued and the 2000 Projects are to be financed; and WHEREAS, City staff has determined and the City Commission hereby concurs that Bank of America, N.A., doing business as NationsBank, N.A., a national banking association with its designated office in West Palm Beach, Florida (herein, the "Bank") has provided the best overall bid to the City; and WHEREAS, the City Commission hereby finds that in light of present market conditions, the aforementioned bid provided by the Bank, the necessity for the funds in calendar year 2000, and other factors described herein, it would be in the best interest of the City to sell the 2000 Bonds to the Bank on a negotiated basis pursuant to the terms and provisions of the Bond Resolution, this Resolution and that certain Bond Purchase Agreement dated the date of delivery of the 2000 Bonds (herein, the "Agreement") by and between the City and the Bank in substantially the form attached hereto as Exhibit A; and WHEREAS, the City does not expect to issue more than $10,000,000 of its tax-exempt obligations in calendar year 2000, and based upon the advice of its Bond Counsel, the City Commission shall designate the 2000 Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. NOW, THEREFORE, be it resolved by the City Commission of the City of Delray Beach, Florida, as follows: ARTICLE I STATUTORY AUTHORITY; FINDINGS AND DEFINITIONS SECTION 1.1 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Charter of the City of Delray Beach, Florida, as amended and supplemented, the Florida Constitution, Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provisions of law (collectively, the "Act") and the authority provided for in the Bond Resolution. SECTION 1.2. FINDINGS. It is hereby ascertained, determined and declared: (a) That the City hereby authorizes the 2000 Projects be financed from all or a part of the proceeds dedved from the 2000 Bonds issued pursuant to this Resolution, together with all incidental and necessary costs and expenses associated therewith, as more fully set forth in Section 1.2(d) hereof. WPB/SANFORDS/254653/5ghp04! DOC/2/14/00/16787.010800 2 Resolution No. 14-00 (b) That it is necessary to acquire and construct the 2000 Projects and such 2000 Projects will be in the best economic interest of the City. (c) That the 2000 Projects will serve valid municipal purposes. (d) That the cost of the 2000 Projects shall be deemed to include, but not be limited to, the cost of acquisition, construction, improving, renovating and equipping all or a portion of the 2000 Projects, the cost of any real or personal property necessary therefor; administrative expenses; consultation, design, engineering and legal expenses; the fees and expenses of Bond Counsel; the fees and reasonable expenses of counsel for the Bank; expenses for estimates of costs; expenses for plans, specifications and licenses; and such other expenses as may be necessary or incidental to the 2000 Projects and the issuance of the 2000 Bonds herein authorized. (e) That the principal of and interest on the 2000 Bonds shall be secured solely by the Pledged Revenues and payable from the Non-Ad Valorem Revenues including such pledged revenues provided that the Owner of the 2000 Bonds shall have no lien on the Non-Ad Valorem Revenues until deposited into the Debt Service Fund. The ad valorem taxing power of the City will never be necessary or authorized to pay the principal of and interest on the 2000 Bonds, and the 2000 Bonds issued pursuant to this Resolution shall not constitute a lien upon any other property whatsoever of or in the City. (f) That the City, having previously solicited bids for the sale of the 2000 Bonds, has determined that the best qualified bid for the 2000 Bonds was delivered by the Bank. (g) That the negotiated sale of the 2000 Bonds to the Bank is in the best interest of the City by reason of the nature of and schedule for the completion of the 2000 Projects, the aforementioned solicitation of bids and present market conditions. (h) That the Agreement, in the form attached hereto as Exhibit A, is hereby approved, with such omissions, insertions and variations as may be necessary and desirable, as evidenced by the City's execution thereof and the Mayor (or in his absence, the Vice Mayor) and City Clerk are hereby authorized to execute the same on behalf of the City. (i) The City hereby designates the 2000 Bonds to be "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. (j) That pursuant to the provisions of the Bond Resolution, the City has and may, in the future, issue obligations secured in the same manner as the 2000 Bonds. (k) That any capitalized term not otherwise defined herein, shall have the meaning ascribed to such term in the Bond Resolution. SECTION '1.3 J~EJ.I~T.J.(Z~. That, in addition to terms defined elsewhere in this Resolution, the following terms shall have the following meanings unless the context otherwise clearly requires: "Bond Counsel" shall mean Greenberg Traurig, P.A. or any other firm of nationally recognized bond counsel selected by the City and acceptable to the Bank. WPB/SANFORDS/254653/5ghp04' DOCJ?J14/00/16787 010800 3 Resolution No. 14-00 "Bond Resolution" shall mean Resolution No. 76-99, adopted by the City Commission on December 14, 1999, as amended and supplemented. "City" shall mean the City of Delray Beach, Florida, a municipal corporation in the County of Palm Beach, State of Florida, and its successors and assigns. "City Commission" shall mean the duly constituted governing body of the City. "Code" shall mean the Internal Revenue Code of 1986, as amended, the applicable Treasury Regulations promulgated thereunder and any administrative or judicial interpretations of the same published in a form on which the City may rely as a matter of law. "Interest Rate" shall mean the rate of interest on the 2000 Bonds which, when calculated on an actual 360-day year basis consisting of 12 thirty-day months shall be equal to five and two hundred forty-five thousandth percent (5.245%) per annum. "Maturity Date" shall mean, with respect to the unpaid principal of and interest on the 2000 Bonds, June 1,2019. "2000 Bonds" shall mean the not to exceed $10,000,000.00 aggregate principal amount of Revenue Bonds, Series 2000, authorized by the Bond Resolution and this Resolution. "Owner," "Bondholder" or "registered holder" or any similar term shall mean the Bank or, subject to the provisions of Section 2.4 hereof, any successor registered holder of the 2000 Bonds; provided that there shall never be more than three (3) registered holders at any one time and provided further that no Bondholder may be the registered owner of less than $1,000,000 in the aggregate principal amount of the 2000 Bonds. "Paying Agent" shall mean the City's Finance Department or, if the City Commission shall so determine by subsequent proceeding, any bank or trust company and any successor bank or trust company appointed by the City to act as Paying Agent hereunder. "Payment Date" shall mean, with respect to interest on the 2000 Bonds, each June 1 and December 1, commencing June 1, 2000 and with respect to scheduled principal on the 2000 Bonds each June 1, commencing June 1, 2001, and on any date the principal of the 2000 Bonds is optionally prepaid in whole or in part, provided that if such date is not a Business Day, the payment shall be made on the next succeeding Business Day for the period ending on the day prior to such scheduled Payment Date. "Pledged Revenues" shall mean (I) the Non-Ad Valorem Revenues deposited in the Debt Service Fund created and established under the Bond Resolution, (ii) investment income received from the investment of moneys in the Debt Service Fund and accounts established thereunder, other than the escrow deposit trust fund established under a escrow deposit agreement, and (iii) any other moneys deposited in the Debt Service Fund or received by the Paying Agent in connection with the repayment of any Bonds. W~S/S~.FO.OS~3/S.h~! ~C~J~4~00/~6?S? 0~0~ 4 Resolution No. 14-00 "Registrar" shall mean the City's Finance Department or, if the City Commission shall so determine by subsequent proceeding, any bank or trust company and any successor bank or trust company appointed by the City to act as Registrar hereunder. "Resolution" shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the terms hereof. "Tax Certificate" shall mean the Arbitrage Certificate of the City executed on the date of initial delivery of the 2000 Bonds. Words importing singular number shall include the plural number and vice versa, as the case may be, and words importing persons shall include firms and corporations. SECTION 1.4 RESOLUTION AND BOND RESOLUTION CONSTITUTE CONTRACT. In consideration of the acceptance of the 2000 Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution and the Bond Resolution shall be deemed to be and shall constitute a contract between the City and the Bondholders and the covenants and agreements herein and therein set forth to be performed by said City shall be for the benefit, protection and security of the Bondholders. ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 2000 BONDS SECTION 2.1 AUTHORIZATION OF 2000 BONDS. Subject and pursuant to the provisions of this Resolution and the Bond Resolution, obligations of the City of Delray Beach, Florida, to be known as "Revenue Bonds, Series 2000" are hereby authorized to be issued in the aggregate principal amount of not exceeding Ten Million Dollars ($10,000,000.00) for the purpose of financing the costs of the 2000 Projects. SECTION 2.2 DESCRIPTION OF 2000 BONDS. Notwithstanding the form of Bonds set forth in the Bond Resolution, the text of the 2000 Bonds shall be substantially in the form attached hereto as Exhibit B with such omissions, insertions and variations as may be necessary and desirable, as evidenced by the City's execution thereof. The 2000 Bonds (initially issued in one (1) typewritten certificate) shall be dated the date of initial issuance. The 2000 Bonds shall bear interest on the outstanding principal amount of the 2000 Bonds from time to time at the Interest Rate and shall be payable on each Payment Date, commencing June 1, 2000. Principal of the 2000 Bonds shall be payable on each June 1 commencing June 1, 2001, in the amounts set forth below, if $10,000,000.00 in 2000 Bonds are WPB/SANFORDS/254653/Sghp041.DOC/2/14/00/16787 010800 5 Resolution No. 14-00 issued. All unpaid principal of the 2000 Bonds and all accrued and unpaid interest on the 2000 Bonds shall be payable on the Maturity Date. The 2000 Bonds shall be issued in registered certificated form. Date Amount June 1, 2001 $ 435,000.00 June 1, 2002 1,160,000.00 June 1, 2003 995,000.00 June 1, 2004 305,000.00 June 1, 2005 330,000.00 June 1, 2006 345,000.00 June 1, 2007 365,000.00 June 1, 2008 390,000.00 June 1, 2009 415,000.00 June 1, 2010 435,000.00 June 1,2011 465,000.00 June 1, 2012 495,000.00 June 1,2013 520,000.00 June 1, 2014 545,000.00 June 1, 2015 580,000.00 June 1, 2016 510,000.00 June 1, 2017 540,000.00 June 1, 2018 570,000.00 June 1, 2019 (Maturity Date) 600.000.00 TOTAL $10.000.000.00 Principal and interest on the 2000 Bonds shall be payable at the office of the Paying Agent (the designated corporate trust office of the Paying Agent if the City's Finance Department is not the Paying Agent). The 2000 Bonds shall be numbered in such manner as may be prescribed by the Registrar. The 2000 Bonds shall be payable, with respect to interest and principal, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Subject to the next succeeding paragraphs, the City may prepay the 2000 Bonds in whole or in part, at any time or from time to time, without penalty or premium, by paying to the registered holder all or part of the principal amount of the 2000 Bonds, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment shall be made on such date and in such principal amount as shall be specified by the City in a wdtten notice delivered to the registered owner not less than ten (10) Business Days prior thereto. If such prepayment shall be for only a portion of the unpaid principal w,~s^,~o,os~6s~.~h~, ~cr~4/0o~s7870~0,00 6 Resolution No. 14-00 balance of the 2000 Bonds, the City shall provide in such written notice, which future amortization installments shall be reduced as a result of such prepayment. Notice having been given as aforesaid, the principal amount stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice; and the amount of principal shall be paid (i) in case the entire unpaid balance of the principal of the 2000 Bonds is to be paid, upon presentation and surrender of the 2000 Bond or 2000 Bonds to the office of the Paying Agent (the designated corporate trust office, if the Paying Agent is not the City's Finance Department), and (ii) in case only part of the unpaid balance of principal of the 2000 Bonds is to be paid, upon presentation of such 2000 Bond or 2000 Bonds at the office of the Paying Agent (the designated corporate trust office, if the Paying Agent is not the City's Finance Department) for notation thereon of the amount of principal then paid or for issuance of a replacement 2000 Bond in the principal amount not redeemed. Partial prepayments shall be credited against future annual sinking fund amounts as so designated by the City in writing to the Bondholders. Notwithstanding the provisions of clause (ii) above, if all of the 2000 Bonds are registered in the name of the Bank, a partial prepayment may be effected by payment to the Bank of the principal, together with unpaid interest accrued thereon, without surrender of the 2000 Bonds. if, on the prepayment date, funds for the payment of the principal amount to be prepaid, together with unpaid interest accrued thereon, shall not have been provided to the Paying Agent, as above provided, the principal amount of the 2000 Bonds shall continue to be outstanding and to bear interest until payment thereof at the Interest Rate. In connection with any prepayment while the 2000 Bonds are owned by the Bank, the City shall give the Bank not more than ten (10) Business Days' prior written notice of any proposed prepayment specifying the prepayment date, the principal amount of the 2000 Bonds to be so prepaid, the installments of principal against which the prepayments shall be credited and the person or persons authorized to notify the Bank of acceptance of the terms of prepayment referred to in the next succeeding sentence. The Bank shall provide written notice to a person so specified by the City on the second Business Day prior to the proposed prepayment date of the amount, if any, of the Breakage Fee (as defined below) if any, which shall be paid in connection with such proposed prepayment. In addition to the principal and interest on the 2000 Bonds due and payable if the City elects to prepay all or a portion of the 2000 Bonds, the City shall in the event of such prepayment, on demand, pay to the Bank any "Breakage Fee" due hereunder for each Break Event. "Break Event" means any voluntary prepayment on the 2000 Bonds, in whole or in part, occurring prior to the date such principal would, but for that prepayment, 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) x C + LIBOR Breakage, where: A A rate per annum equal to the sum of (1) the bond equivalent yields (bid side) of each U.S. Treasury security with a maturity closest to each Matudty Date of the 2000 Bonds (treating each annual sinking fund amount designated by the City, as a Maturity Date) as reported by the Wall Street Journal (or other published source) on February 2, 2000 ("Lock In Date"), plus (ii) the corresponding swap spread of Bank on the Lock In Date for a ,WPB/SANFORDS/254653/SgtlpO41.DOC/2/14/00/16787010800 7 Resolution No. 14-00 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 yields (bid side) of each U.S. Treasury security with a maturity closest to each Maturity Date of the 2000 Bonds (as the term Maturity Date is defined in A above) 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 that 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. "Affected Principal Amount" for an Affected Principal Period is the principal amount of the 2000 Bonds so prepaid. "Affected Principal Period" is each pedod 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 the 2000 Bonds 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. "Present Value" is determined as of the Break Date using "B" above as the discount rate. Breakage Fees are payable as liquidated damages, are a reasonable pre-estimate of the losses, costs and expenses Bank would incur for any Break Event, 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; provided, however, the Bank shall, if requested by the City, provide reasonable written substantiation of the Breakage Fees, as calculated by the Bank. SECTION 2.3 EXECUTION OF THE 2000 BONDS. The 2000 Bonds shall be executed in the name of the City by the signature of the Mayor or Vice Mayor of the City and its official seal shall be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk. The signatures of the Mayor or Vice Mayor of the City and City Clerk on the 2000 Bonds may be manual or facsimile signatures. In case any one or more of the officers who shall have signed or sealed the 2000 Bonds shall cease to be such officer of the City before the 2000 Bonds so signed and sealed shall have been actually sold and delivered, such 2000 Bonds may WPB/SANFORDS/254653/Sghp04t DOC/2/14/00/16787 010800 8 Resolution No. 14-00 nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such 2000 Bonds had not ceased to hold such office. The 2000 Bonds may be signed and sealed on behalf of the City by such person who at the actual time of the execution of the 2000 Bonds shall hold the proper office, although at the date the 2000 Bonds shall be actually delivered such person may not have held such office or may not have been so authorized. The 2000 Bonds shall bear thereon a certificate of authentication, in the form set forth on Exhibit B attached hereto, executed manually by the Registrar (when the City's Finance Department shall act as Registrar, the certificate of authentication shall be manually executed by the City's Finance Director). Only the 2000 Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution and no 2000 Bonds shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Registrar. The certificate of authentication of the Registrar upon the 2000 Bonds executed on behalf of the City shall be conclusive evidence that the 2000 Bonds so authenticated have been duly authenticated and delivered under this Resolution and that the Owner thereof is entitled to the benefits of this Resolution. SECTION 2.4 NEGOTIABILITY. REGISTRATION ~. The Registrar shall keep books for the registration of the 2000 Bonds and for the registration of transfers of the 2000 Bonds. The 2000 Bonds shall be transferable at the option of the registered Owner thereof to an institutional holder, but subject to the prior written approval of the City's Director of Finance (which shall not be unreasonably withheld if the intended transferee provides a suitability letter addressed to the City as to the sophistication of the investor) unless such institutional holder is a bank or trust company, or unless such institutional holder, which is not a bank or trust company, certifies in writing to the City prior to the transfer that it is an accredited investor within the meaning of Rule 501 of the Securities Act of 1933, as amended and supplemented, in which case such approval shall not be required, and upon surrender thereof at the office of the Registrar (the designated corporate trust office of the Registrar if the City's Finance Department is not the Registrar) with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Owner or his duly authorized attorney. Upon the transfer of such 2000 Bond, the City shall issue in the name of the transferee a new 2000 Bond. The City, the Paying Agent and the Registrar shall deem and treat the person in whose name the 2000 Bonds shall be registered upon the books kept by the Registrar as the absolute Owner of such 2000 Bonds, whether such 2000 Bonds shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such 2000 Bonds as the same become due and for all other purposes. All such payments so made to any such Owner or upon his/her order shall be valid and effectual to satisfy and discharge the liability upon such 2000 Bonds to the extent of the sum or sums so paid, and neither the City, the Paying Agent nor the Registrar shall be affected by any notice to the contrary. In all cases in which the privilege of transferring the 2000 Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver the 2000 Bonds in accordance with the provisions of this Resolution. The 2000 Bonds surrendered in any such transfers shall forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in this Section. The City or the Registrar (if not the City's Finance Department) may require the Resolution No. 14-00 payment of a sum suffident to pay any tax, fee or other govemmental charges required to be paid with respect to such transfer. The 2000 Bonds paid or redeemed, in whole, either at or before maturity, shall be delivered to the Registrar when the payment or redemption is made, and such 2000 Bonds shall thereupon be promptly canceled. The 2000 Bonds so canceled may at any time be destroyed by the Registrar, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the 2000 Bonds, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Registrar (if not the City's Finance Department). SECTION 2.5 MUTILATED, DESTROYED. STOLEN OR LOST 2000 Bonds. In case any 2000 Bond shall become mutilated, destroyed, stolen or lost, the City shall execute and the Registrar shall authenticate and deliver a new 2000 Bond of like date, maturity and denomination as the 2000 Bond so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated 2000 Bond, such mutilated 2000 Bond shall first be surrendered to the City and, in the case of any lost, stolen or destroyed 2000 Bond, there shall first be furnished to the City and the Registrar (if not the City's Finance Department) evidence of such loss, theft, or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event the 2000 Bonds shall be about to mature or have matured, instead of issuing a duplicate 2000 Bond, the City may pay the same without surrender thereof. The City and the Registrar (if not the City's Finance Department) may charge the Owner of such 2000 Bond their reasonable fees and expenses in connection with this transaction. Any 2000 Bonds surrendered for replacement shall be canceled in the same manner as provided in Section 2.4 hereof. Any such duplicate 2000 Bond issued pursuant to this Section shall constitute additional contractual obligations on the part of the City, whether or not the lost, stolen or destroyed 2000 Bond be at any time found by anyone, and such duplicate 2000 Bonds shall be entitled to equal proportionate benefits and rights as to lien on the source and security for payment from Pledged Revenues with the 2000 Bond issued hereunder. SECTION 2.6 CONDITION~; FOR ISSUANCE OF THE 2000 BONDS. Prior to the issuance of the 2000 Bonds, the City shall comply with the following conditions: (a) Deliver to the Bank a fully executed Tax Certificate; and (b) Deliver to the Bank a copy of a completed and executed Form 8038-G to be filed by the City with the Internal Revenue Service; and (c) Deliver to the Bank an opinion of Bond Counsel, satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and enforceability of the 2000 Bonds and the due adoption of this Resolution (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like) and the exclusion of interest on the 2000 Bonds from gross income for federal income tax purposes, that the 2000 Bonds are not specified "private activity bonds" within the meaning of Section 57(a)(5) of the Code and, therefore, the interest on the 2000 Bonds will not be treated as a preference item for purposes of computing the alternative minimum tax imposed by Section 55 of the Code (however, a portion of the interest on the 2000 Bonds owned by corporations may be subject to the federal WPB/SANFORDS/254653/SghI:~041.DOC/2/14/00/16787 010800 10 Resolution No. 14-00 alternative minimum tax which is based in part on adjusted current earnings). Such opinion shall also state that the 2000 Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code; and (d) Deliver to the Bank an opinion of the City Attorney, satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and enforceability of the 2000 Bonds, the Agreement and the due adoption of this Resolution and the Bond Resolution (enforceability may be subject to standard bankruptcy exceptions and the like); and (e) Deliver to the Bank one or more certificates of the City in form satisfactory to the Bank certifying, among other things, that the City is in compliance with the term of the Bond Resolution including but not limited to compliance with Section 4.E of Article III thereof. To the extent that the City does not issue all of the $10,000,000.00 in principal amount of 2000 Bonds at the time of initial issuance, the City shall provide written notice to the Bank (signed by the City Manager, Finance Director or Treasurer of the City) of the City's intention to sell to the Bank additional 2000 Bonds under the Agreement at least two (2) Business Days prior to the date the City intends to issue such additional 2000 Bonds. Such notice shall confirm that the City is in compliance with terms and provisions of this Resolution and the Bond Resolution. Such additional 2000 Bonds shall constitute additional principal amount of 2000 Bonds without any further action required. SECTION 2.7 INCORPORATION OF TERMS OF BOND RESOLUTION. Unless otherwise provided in this Resolution, the terms and provisions of the Bond Resolution applicable to the 2000 Bonds are incorporated herein by reference and such terms shall have the same effect as if expressly stated herein. ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF SECTION 3.1 2000 BONDS NOT TO BE INDEBTEDNESS OF THE CITY. The 2000 Bonds shall not be or constitute an indebtedness of the City within the meaning of any constitutional, statutory or other limitation of indebtedness, but shall be secured solely by the Pledged Revenues and payable from Non-Ad Valorem Revenues including the Pledged Revenues. No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any real property therein, to pay said 2000 Bonds or the interest thereon. The pledge of the Pledged Revenues will not constitute a lien upon any property of the City including any Non-Ad Valorem Revenues which have not been deposited into the Debt Service Fund. SECTION 3.2 2000 BONDS AND OTHER BOND~. The lien of the 2000 Bonds on the Pledged Revenues shall be on parity with any of the Bonds issued pursuant to the requirements of the Bond Resolution including but not limited to the City's $4,000,000 Revenue Bonds, Series 1999 of which $2,800,000 has been issued, issued pursuant to the terms of the Bond Resolution and Resolution No. 77-99 adopted on December 14, 1991. SECTION 3.3 2000 BONDS SECURED BY PLEDGE OF PLEDGED REVENUES. From and after the issuance of any of the 2000 Bonds, and continuing until the payment of all WPB/SANFORDS/254653/Sghp04! DOC/2/14/00116787010~00 11 Resolution No. 14-00 2000 Bonds as to principal and interest, the Pledged Revenues shall continue to be pledged for the prompt payment of principal of and interest on said 2000 Bonds. SECTION 3.4 COVENANTS OF THE CITY. As long as any of the principal of or interest on any of the 2000 Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Debt Service Fund in accordance with Section 4.H of Article III of the Bond Resolution a sum sufficient to pay, when due, the entire principal of the 2000 Bonds remaining unpaid, together with interest accrued and to accrue thereon, the City covenants with the Bondholders as follows: (a) Tax Covenants Relating to the Internal Revenue Code of 1986, as amended. (1) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the 2000 Bonds, the City covenants to comply with each requirement of the Code. In furtherance of the covenant contained in the preceding sentence, the City agrees to continually comply with the provisions of the Tax Certificate, as such certificate may be amended from time to time, as a source of guidance for achieving compliance with the Code. (2) The City covenants and agrees with the Bondholders that the City shall not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the 2000 Bonds, would cause any of the 2000 Bonds to be "private activity bonds" or "arbitrage bonds" within the meaning of Sections 141(a) and 148(a), respectively, of the Code. (3) The City shall make any and all payments required to be made to the United States Department of the Treasury in connection with the 2000 Bonds pursuant to Section 148(f) of the Code. (4) Notwithstanding any other provision of this Resolution to the contrary, so long as necessary in order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the 2000 Bonds, the covenants contained in this Section shall survive the payment of the 2000 Bonds and the interest thereon, including any payment or discharge thereof pursuant to Section 4.H of the Bond Resolution. (b) Debt Service Fund. The Debt Service Fund created and established under the Bond Resolution shall constitute a trust fund for the benefit of the Bondholder and shall be held by the City and shall be kept separate and distinct from all other funds of the City, and shall be used only for the purpose and in the manner provided in this Resolution. Notwithstanding the provisions of the next preceding sentence, the City may deposit the Pledged Revenues in a single bank account for the City, provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the funds on deposit therein for the various purposes of such funds. The designation and establishment of the Debt Service Fund in and by the Bond Resolution shall not be construed to require the establishment of any completely independent self-balancing fund, as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an allocation of certain revenues of the City for certain purposes and to establish certain priorities for application of such revenues as provided herein. WPB/SANFORDS/254653/Sghp041 DOC/2/14/00/16787.010800 12 Resolution No. 14-00 Any excess amounts remaining in the Debt Service Fund after payment has been made on the 2000 Bonds and any other Bonds on any Payment Date, may be withdrawn and deposited at the direction of the City to be used for any lawful municipal purpose. Moneys on deposit in the Debt Service Fund may be invested in Permitted Investments as authorized pursuant to the Bond Resolution, provided such investments mature not later than the next succeeding Payment Date. Subject to the terms and provisions of the Code, all income and earnings received from the investment and reinvestment of the moneys on deposit in the Debt Service Fund shall remain on deposit in the Debt Service Fund and be used in the same manner as other moneys on deposit therein. (c) Non-Ad Valorem Revenues. The City will not repeal, amend or modify any resolution or ordinance or take any action within its power to take relating to the imposition and collection of Non-Ad Valorem Revenues in any manner so as to impair or adversely affect in any manner the availability of such Non- Ad Valorem Revenues to pay debt service on the 2000 Bonds as provided herein. Notwithstanding the foregoing, the City does not covenant to maintain any services or programs, now maintained by the City, which generate Non-Ad Valorem Revenues. (d) Budget and Other Financial Information. The City shall demonstrate in each annual budget that there are sufficient Non-Ad Valorem Revenues to pay the principal of and interest on the 2000 Bonds coming due in such Fiscal Year and to meet the City's other obligations hereunder and under the Bond Resolution. The City shall, upon the request of the Bank, provide the Bank with a copy of its annual budget within thirty (30) days of adoption, a copy of its Comprehensive Annual Financial Report, when available and, upon the request of the Bank, such other financial information regarding the City as the Bank may reasonably request. (e) The City shall comply with the terms of the Bond Resolution. SECTION 3.5 REMEDIES OF BONDHOLDER. Subject to the equal rights of any registered owner of Bonds issued pursuant to the provisions of the Bond Resolution, should the City default in any obligation created by this Resolution, the Bondholders may, in addition to any remedy set forth in this Resolution, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the City or by any officer thereof. The City hereby agrees with the Bondholders that the filing of any bankruptcy or insolvency under any federal or state law by or against the City which is not dismissed with prejudice within thirty (30) days of such filing shall give the Bondholders the right to exercise any of the remedies provided to them under this Section 3.5, and Section 4.G of Article III of the Bond Resolution. Notwithstanding anything in this Section 3.5 to the contrary the Bondholders' dght to exercise any remedy permitted hereunder shall be consistent with the rights afforded all registered owners of Bonds issued pursuant to the provisions of the Bond Resolution. SECTION 3.6 APPLICATION OF 2000 BONDS PROCEEDS. The proceeds of the 2000 Bonds shall be used to finance the costs of the 2000 Projects. The City may replace all or a portion of the 2000 Projects for any other capital project permitted under the Act; provided WPB/SANFORDS/254653/SghpO4LDOC/2/14/00/'I6787.010800 13 Resolution No. 14-00 that Bond Counsel shall first deliver to the City and the Bank an opinion to the effect that such substitution will not adversely affect the exclusion of interest on the 2000 Bonds from gross income for federal income tax purposes. ARTICLE IV MISCELLANEOUS PROVISIONS SECTION 4.t MODIFICATION OR AMENDMENT. No modification or amendment of this Resolution or of any resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of all of the Bondholders. SECTION 4.2 ADDITIONAL AUTHORIZATION. The Mayor, the Vice-Mayor, the City Manager, the Finance Director, the Treasurer and any other proper official of the City, be and each of them is hereby authorized and directed 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 4.3 SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Resolution or of the 2000 Bonds issued hereunder. SECTION 4.4 REPEALER. All resolutions and orders, or parts thereof, in conflict herewith are, to the extent of such conflict, hereby repealed, and this Resolution shall take effect upon its passage in the manner provided by law. In the event of a conflict between the provisions of this Resolution and the Bond Resolution, the provisions of this Resolution shall control. SECTION 4.5 upon its adoption. EFFECTIVE DATE. This Resolution shall be effective immediately Resolution No. 14-00 PASSED AND ADOPTED in regular session on this 15th day of February, 2000. THE CITY OF DELRAY BEACH, FLORIDA ATTEST: Name: -Alison'lV~CGrea_-o-ry~-Iar~ Title: City_ Clerk y / ,/~y°r The foregoing resolution and the form of 2000 Bond therein contained are hereby approved by me as to form, language and execution this 15th day of February, 2000. By: WPB/SANFOROS/254653/Sghp041.DOC/2/14/00/16787.010800 15 Resolution No. 14-00 EXHIBIT A BOND PURCHASE AGREEMENT THIS BOND PURCHASE AGREEMENT (the 'Agreement") dated February ,2000, by and between Bank of America, N.A., doing business as NationsBank, N.A., a national banking association organized under the laws of the United States (herein the 'Bank") and the City of Delray Beach, Florida, a municipal corporation of the State of Florida (together with its successors and assigns, the "City"). WHEREAS, pursuant to the Act, as such term is defined in Resolution No. 76-99, as supplemented by Resolution No. 14-00 (collectively, the 'Resolution"), adopted by the City Commission of the City on December 14 1999 and February 15, 2000, respectively, the City authorized the issuance of not to exceed $10,000,000 in aggregate principal amount of City of Delray Beach, Florida Revenue Bonds, Series 2000 (the "Bonds"); and WHEREAS, any capitalized term used in this Agreement and not otherwise defined shall have the meaning ascribed to such term in the Resolution; and WHEREAS, the Bank has reviewed the Resolution and hereby finds the terms acceptable; and WHEREAS, on this date, the City has, pursuant to provisions of the Act, the Resolution and this Agreement, agreed to issue and sell to the Bank and the Bank has, pursuant to the terms of this Agreement and the terms and provisions of the Resolution, agreed to purchase, all but not less than all, of the Bonds; and WHEREAS, the City and the Bank have heretofore negotiated the terms of the Bonds and the Resolution and by execution of this Agreement each will have confirmed that such are acceptable. NOW THEREFORE, the City and the Bank hereby agree as follows: Purchase and Sale. Upon the terms and conditions set forth herein and in the Bonds and the Resolution and upon the representations and warranties of the City set forth in the Resolution, the Tax Certificate and other closing certificates, the City agrees to sell on this date the Bonds on a negotiated basis to the Bank and the Bank agrees on this date to purchase, with immediately available funds, all but not less than all, of the Bonds. The purchase price for the Bonds shall be $10,000,000, which purchase price is equal to the principal amount of the Bonds. Since the dated date of the Bonds is the date hereof, there will be no accrued interest as part of the purchase price. If the principal amount of Bonds sold to the Bank pursuant to this paragraph is less than $10,000,000.00, the Bank agrees to purchase any additional Bonds under the same terms as the Bonds so issued (except the dated date) up to a total aggregate amount of $10,000,000. 'WPB/SANFORDS/254653/5ghp041.DOC/2/14/00/16787 010800 A-1 Resolution No. 14-00 2. Pdvate Placement Negotiated Sale. The Bank hereby acknowledges that the purchase of the Bonds from the City was on a negotiated private placement basis and that there has been no offering document prepared by the City in connection with such sale. 3. Conditions for Purchase. The Bank's agreement to purchase the Bonds on this date is subject to the satisfaction of the conditions set forth in Section 2.6 of Resolution No. 14-00. The Bank's purchase of the Bonds will constitute full evidence that such conditions have been satisfied or waived. 4. Section 218.385 Florida ~;tatutes. On or before the purchase of the Bonds, the Bank has provided the City with the disclosure and truth-in-bonding statements required by and in accordance with, Section 218.385, Florida Statutes, as amended and supplemented. The above-referenced statements are attached to this Agreement as Schedule A. 5. E,Y,P..e. DS.QA. As between the City and the Bank, the Bank shall not be liable for any expenses incurred by the City in connection with the issuance of the Bonds. The Bank represents to the City that it has not employed or used the services of any attorney or other professional in connection with the Bank's negotiations with the City and its purchase of the Bonds other than Holland & Knight, LLC, which fee, in the amount of $1,000 shall be paid by the City. 6. .F.J]~e,~AL~J:Le~. This Agreement shall become effective upon the execution by the appropriate officials of the City and the Bank. 7. Headings. The headings set forth in this Agreement are inserted for convenience only and shall not be deemed to be a part hereof. 8. Amendment. No modification, alteration or amendment to this Agreement shall be binding upon any party until such modification, alternation or amendment is reduced to writing and executed by all parties hereto. 9. Govemirlg Law. The laws of the State of Florida shall govern this Agreement. 10. Counter0arts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatories upon the same instrument. WPB/SANFORDS/254653/Sghp041 DOC/2/14/00/16787 010800 A-2 Resolution No. 14-00 IN WITNESS WHERE, the City and the Bank has caused this Agreement to be executed by its respective duly authorized officers all as of the date hereof. BANK AMERICA N.A. (d/bla NationsBank, N.A.) By: Name:. Title: WPB/SANFORDS/254653/Sghp04' DOC/2/14/00/16787 010800 A-3 Resolution No. 14-00 No. R-.__ EXHIBIT B FORM OF 2000 BOND UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DELRAY BEACH, FLORIDA REVENUE BOND, SERIES 2000 Interest Rate Maturity_ Date Dated Date 5.245% dune 1, 2019 February ,2000 REGISTERED OWNER: ........................... [NAME OF BANK:] .................................... PRINCIPAL AMOUNT: ................ TEN MILLION DOLLARS ($10,000,000) KNOW ALL MEN BY THESE PRESENTS, that the City of Delray Beach (the "City") in Palm Beach County, Florida, for value received, hereby promises to pay from the sources herein mentioned, to the Registered Owner specified above or registered assigns on the Maturity Date specified above or earlier upon mandatory prepayment as provided below, upon the presentation and surrender hereof at the City's Finance Department or (if so determined by the City) the designated trust office of the bank or trust company appointed by the City to act as paying agent (said City's Finance Department or such bank or trust company and any bank or trust company becoming successor paying agent being herein called the "Paying Agent"), the Principal Amount stated above with interest thereon at the Interest Rate specified above in the manner provided in the Bond Resolution) calculated on the basis of a 360-day year of twelve (12) thirty-day months, on each Payment Date in the manner specified in the within described Resolution to the registered owner. The Principal Amount and accrued interest thereon is payable in any coin or currency of the United States of America, which, on the date of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is authorized to be issued in a principal amount of $10,000,000.00 under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 166, Florida Statutes, as amended and supplemented, the Charter of the City of Delray Beach, Flodda, as amended and supplemented, and other applicable provisions of law (the "Act"), and Resolution No. 76-99, duly adopted on December 14, 1999 and Resolution No. 14-00, duly adopted on February 15, 2000 (collectively, the "Bond Resolution"), as such resolutions may be further amended and supplemented from time to time, and is subject to all terms and conditions of said resolution. Any term used in this Bond and not otherwise defined, shall have the meaning ascribed to such term in the Bond Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Laws _WPB/SANFORDSJ254653/SghpO41,DOC/2J14/00/16787 010800 B-1 Resolution No. 14-00 and Constitution of the State of Flodda and the Charter of the City applicable thereto, and that the issuance of this Bond, is in full compliance with all constitutional or statutory limitations or provisions. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the certificate of authentication hereon shall have been signed by an authorized officer of the Registrar. This Bond shall bear interest at the Interest Rate stated above. Interest shall be payable on June 1, 2000, and each December 1 and June I thereafter and principal on the Bonds shall be payable each June 1 commencing June 1, 2001 in the amounts set forth below as such amounts may be adjusted as provided in the Bond Resolution until the outstanding principal of the Bonds have been paid; provided that if such date is not a Business Day, the payment shall be made on the next succeeding Business Day (each a "Payment Date"). The principal of and interest on the Bonds shall be secured solely by the Pledged Revenues (as defined in the Bond Resolution), and payable from the Non-Ad Valorem Revenues (as such term is defined in the Bond Resolution) including the Pledged Revenues, all in the manner provided in the Bond Resolution. Date June 1,2001 June 1,2002 June 1,2003 June 1, 2004 June 1, 2005 June 1,2006 June 1,2007 June 1,2008 June 1, 2009 June 1,2010 June 1,2011 June 1, 2012 June 1 2013 June 1 2014 June I 2015 June 1 2016 June I 2017 June 1 2018 June I 2019 TOTAL (Maturity Date) Amount $ 435,0OO.OO 1,160,000.00 995,000.00 305,000.00 330,000.00 345,000.00 365,000.00 390,000.00 415,000.00 435,000.00 465,000.00 495,000.00 520,000.00 545,000.00 580,000.00 510,000.00 540,000.00 570,000.00 600,000.00 $10.000.000.00 WPB/SANFORDS/254653/SQhpO4!.DOCr2/14/00/16787 010800 B-2 Resolution No. 14-00 Subject to the terms and provisions of the Section 2.2 of Resolution No. 14-00 of the City and as described below, if this Bond is owned by the Bank, the City may prepay this Bond in whole or in part, at any time or from time to time, without penalty or premium, by paying to the registered holder all or part of the principal amount of this Bond, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the registered owner not less than ten (10) Business Days prior thereto. Notice having been given as aforesaid, the principal amount stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice; and the amount of principal shall be paid (i) in case the entire unpaid balance of the principal of this Bond is to be paid, upon presentation and surrender of the Bond to the office of the Paying Agent (designated corporate trust office, if the Paying Agent is not the City's Finance Department), and (ii) in case only part of the unpaid balance of principal of this Bond is to be paid, upon presentation of such Bond at the office of the Paying Agent (designated corporate trust office, if the Paying Agent is not the City's Finance Department) for notation thereon of the amount of principal then paid or for issuance of a replacement Bond in the principal amount not redeemed. Partial prepayments shall be credited against future annual sinking fund amounts as so designated by the City in writing to the owner of this Bond. Notwithstanding the provisions of clause (ii) above, if all of the Bonds are registered in the name of the Bank, a partial prepayment may be effected by payment to the Bank of the principal amount to be redeemed without surrender of this Bond. If, on the prepayment date, funds for the payment of the principal amount to be prepaid, together with unpaid interest accrued thereon, shall not have been provided to the Paying Agent, as above provided, the principal amount of this Bond shall continue to be outstanding and to bear interest until payment thereof at the Interest Rate provided for herein. in addition to the principal and interest on the 2000 Bonds due and payable if the City elects to prepay all or a portion of the 2000 Bonds, the City shall in the event of such prepayment, on demand, pay to the Bank any "Breakage Fee" due hereunder for each Break Event. "Break Event" means any voluntary prepayment on the 2000 Bonds, in whole or in part, occurring prior to the date such principal would, but for that prepayment, 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) x C + LIBOR Breakage, where: A ,_ A rate per annum equal to the sum of (1) the bond equivalent yields (bid side) of each U.S. Treasury security with a maturity closest to each Maturity Date of the 2000 Bonds (treating each annual sinking fund amount designated by the City, as a Maturity Date) as reported by the Wall Street Journal (or other published source) on February 2, 2000 ("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, ~ (iii) .25%. S A rate per annum equal to the sum of (i) the bond equivalent yields (bid side) of each U.S. Treasury security with a maturity closest to each Maturity Date of the 2000 Bonds (as the term WPB/SANFORDS/254653/Sghp041 DOC/2/14/00/16787010800 B-3 Resolution No. 14-00 Matudty Date is defined in A above) 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 that 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. "Affected Principal Amount" for an Affected Principal Pedod is the principal amount of the 2000 Bonds so prepaid. "Affected Principal Period" is each pedod 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 the 2000 Bonds 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. "Present Value" is determined as of the Break Date using "B" above as the discount rate. Breakage Fees aro payable as liquidated damages, aro a reasonable pro-estimate of the losses, costs and expenses Bank would incur for any Break Event, aro 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; provided, however, the Bank shall, if requested by the City, provide reasonable written substantiation of the Breakage Fees, as calculated by the Bank. This Bond shall not be and shall not constitute an indebtedness of the City within the meaning of any constitutional, statutory, charter or other limitations of indebtedness but shall be secured solely by the Pledged Revenues and payable from the Non-Ad Valorem Revenues which includes the Pledged Revenues. No Holder of this Bond shall ever have the right to compel the exercise of ad valorem taxing power of the City, or taxation in any form of any real property therein to pay the Bond or the interest thereon. No holder shall have a lien on any Non-Ad Valorem Revenues until deposited into the Debt Service Fund created and established under the Bond Resolution. This Bond has been designated by the City as a "qualified tax-exempt obligation" within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. The terms and provisions of the Bond Resolution are incorporated in this Bond as though such terms and provisions have been set out in full herein. .WPB/SANFORDS/254653/SghpO41.DOC/2/14/00/16787010800 B-4 Resolution No. 14-00 IN WITNESS WHEREOF, the City of Delray Beach, Florida, has caused this Bond to be signed by its Mayor, either manually or with his facsimile signature, and the seal of the City Commission of the City of Delray Beach, Florida, to be affixed hereto or imprinted or reproduced hereon, and attested by the Clerk of the City, either manually or with her facsimile signature, and this Bond to be dated the Dated Date set forth above. (SEAL) CITY OF DELRAY BEACH, FLORIDA ATTEST: By: Mayor By:. Name: Title: Alison MacGregory Harty City_ Clerk WPB/SANFORDS/25465:3/Sghp041 DOC/2/14/00/16787 010800 B-5 Resolution No. 14-00 FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: February ,2000 This Bond is the Bond delivered pursuant to the within mentioned Resolution. CITY OF DELRAY BEACH Finance Department, as Registrar By:. Authorized Officer w.a~.Fo.o~65~-~ oocr~4~6787 o~o~o B-6 Resolution No. 14-00 ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name, address and tax identification number of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: In the presence of: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Bond in every particular, without alteration or enlargement, or any change whatever. .WPB/SANFORDS/254653/Sghp041 DOC/2/14/00/16787 010800 B-7 Resolution No. 14-00 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) EXHIBIT C 2000 Projects Resurfacing/Swale Reconstruction Barrier Island (excl. Island Drive) Lake Ida Road North Lake Ida Road to Atlantic Avenue Atlantic Avenue to S. 10t~ Street S. 10th Street South Congress Avenue to 1-95 Congress Avenue West 800 MHz digital radio system consisting of a backbone system as well as subscriber units. The backbone radio system contains the 800 MHz infrastructure, console control electronics, dispatch consoles and related furniture. The subscriber units include portables, mobiles, control stations, consoles and console electronics. Engineering, water, sewer and drainage relating to the roadway projects described above, design, labor, contingency and costs of issuing 2000 Bonds. WPB/SANFORDS/254653/Sghp041 DOC/2/14/00/16787 010800 C'1 Resolution No. 14-00 MEMORANDUM From: Subject: City Commission Harden, City Manager~ David T. Proposed $10,000,000 Revenue Bond (Roadway Program/Communication Equipment); Resolution No. R 14-00 Date: February 2, 2000 Resolution Number 14-00 authorizes the City to execute a Bond Agreement with NationsBank in the amount of $10,000,000 at a rate of 5.245% for an approximate 20 year term. The Bond will be issued for the purpose of financing the cost of consultation, design, engineering, constructing and equipping of roadway improvements including appurtenant water, sewer, and drainage work (the "Roadway Program"). The Bond w~ll also finance, in part, an 800 MHz digital radio system (the "Radio System"). The Finance Department has provided an analysis of bids received and a recommendation to approve the agreement with NationsBank at the lowest bidding rate. The agreement will allow for prepayment at any time without penalty if rates are higher at the time of prepayment and a penalty if rates are lower. The penalty equates to bnnging the Bank up to its quoted rate. The agreement will protect the City against rate changes caused by amendments to the tax laws. I concur with their recommendation. c: R.S. O'Connor, Treasurer MEMORANDUM To: From~)C Thru: Subject: Date: David T. Harden, City Manager Rebecca S. ~O~,~Qr, Treasurer Joseph M. S~rector of Finance Proposed $10,000,000 Revenue Bond - Private Placement/(Streets Program/Communication Equipment) February 2, 2000 Background On February 2, 2000, the City Finance Department received bids for the above referenced financing (the "Bond") for the purpose of funding the cost of consultation, design, engineering, construction, and equipping of roadway improvements including appurtenant water, sewer, and drainage work (the "Roadway Program"). The proceeds will also finance, in part, an 800 MHz digital radio system (the "Radio System"). The terms and specifics of the request for bid are as follows: Term We asked that banks to make their bids based on a 15-year as well as a 20-year term. We preferred a 20-year term; however, we were concerned that the banks would not be able to provide a bid for this term. We, therefore, asked for both terms. Security The Note will be secured by a pledge to budget and appropriate on an annual basis from non- advalorem revenues the amount of debt service due and payable. Prepayment Provisions/Gross-up Provisions The City asked the banks to bid with and without a "prepayment penalty" as well as with and without a "gross-up provision". The "prepayment penalty" is a fee charged or a premium paid by the City in the event the City chooses to prepay the note. The penalty described by the bidding banks is based upon a formula that basically protects the banks from any loss due to a decrease in the interest rate at the time of prepayment. If the rates are higher at the time of prepayment there would be no prepayment penalty. A "gross-up provision" is a protection for the bank that, in the event of a change in the tax law, the bank would be allowed to increase the rate of the financing to the bank's effective yield. Bid Responses The City received fixed rate responses from First Union, NationsBank, and SunTrust. (See Attachment A) We asked for rates without penalty and no gross-up language (Option 1), without penalty but with gross-up language (Option 2), with penalty without gross-up language (Option 3), and with penalty with gross-up language (Option 4). We applied the fixed interest rate quotes to the proposed pnncipal payment schedule to compute a total interest cost then added ~n any legal or out of pocket expenses to be charged by the bank to determine the total cost to the City (See Attachment B and C) Recommendation We recommend (Option 3) the fixed rate financing option for a 20-year term with the "penalty" language and without the "gross up" language offered by NationsBank. This opbon offers the lowest rate offered by the bidding banks for a 20-year term at a rate of 5.245%. It allows for prepayment at any time without penalty if rates are higher than 5.245% at the time of prepayment and with a penalty ~f rates are lower The penalty would equate to the difference between the lower rate and the rate on the note. The bid also protects the City against rate changes contingent upon amendments to the tax laws. We chose the 20-year term over the 15-year term due to the fact that 1.) The financing will closer match the life of the asset being financed and 2 ) The impact to the millage will be a .20 mil ~ncrease versus a .24 mil increase. We did extremely well by going with a private placement with NationsBank versus what we could have done in the Bond market on February 2, 2000. The Delphis scale (used in the marketing of bonds) for this date for A rated paper showed a rates of 5.5% to 5.6%. This equates to approximate savings of $500,000 to $600,000 to the City. Steve Sanford, the City's Bond Counsel, is working on a resolution with respect to authorizing the Agreement with NationsBank This will come under a separate cover. 0 U= ~w~ ~ zz~o zz zz ~ ~ ~Oz~ ~ ZZ~Z ZZ ~Z o ~ z~ ~ z ~00~m O0 ~ z x x~ ~ ~ oo ~9 oo oo O0 O0 O0 O0 RESOLUTION NO. 14-00 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,000,000.00 IN AGGREGATE PRINCIPAL AMOUNT OF REVENUE BONDS, SERIES 2000, OF THE CITY OF DELRAY BEACH, FLORIDA FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COSTS OF CERTAIN ROADWAY IMPROVEMENTS WITHIN THE CITY INCLUDING APPURTENANT WATER, SEWER AND DRAINAGE WORK, AND A PORTION OF THE COSTS OF A 800 MHZ RADIO SYSTEM AND ALL INCIDENTAL COSTS RELATING THERETO; DETERMINING THE NEED FOR A NEGOTIATED SALE OF SUCH BONDS TO BANK OF AMERICA, N.A., DOING BUSINESS AS NATIONSBANK, N.A. (THE "BANK"); PROVIDING FOR THE TERMS AND PAYMENT OF SAID REVENUE BONDS, SERIES 2000, AND THE RIGHTS, REMEDIES AND SECURITY OF THE OWNERS THEREOF; MAKING CERTAIN COVENANTS RELATING TO THE ISSUANCE OF SAID REVENUE BONDS, SERIES 2000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT WITH THE BANK, DESIGNATING THE REVENUE BONDS, SERIES 2000 AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" WITHIN THE MEANING OF SECTION 265(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AUTHORIZING THE PROPER OFFICERS OF THE CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Delray Beach, Florida (the "City Commission"), hereby determines that it is in the best interest of the City of Delray Beach, Florida (the "City"), to finance the cost of acquiring and implementing various municipal projects, as further described on Exhibit C attached hereto, together with all incidental and necessary costs relating thereto (collectively, the "2000 Projects"); and WHEREAS, on December 14, 1999, the City Commission adopted Resolution No. 76-99 (the "Bond Resolution") authorizing the issuance, from time to time, of revenue bonds (the "Bonds") to finance capital projects in the City; and WHEREAS, any capitalized term used in this Resolution and not otherwise defined, shall have the meaning ascribed to such term in the Bond Resolution; and WHEREAS, pursuant to the Bond Resolution each series of Bonds shall be payable solely from the City's covenant contained in the Bond Resolution to budget and appropriate in each Fiscal Year, by budget amendment if necessary, Non-Ad Valorem Revenues and deposit the same in the Debt Service Fund created and established under the Bond Resolution; and WHEREAS, pursuant to the terms and provisions of the Bond Resolution and this Resolution, the City shall issue its second series of Bonds known as "City of Delray Beach, Florida Revenue Bonds, Series 2000" (herein, the "2000 Bonds") to finance the costs of the 2000 Projects including the costs of issuing such 2000 Bonds; and Resolution No. 14-00 WHEREAS, the principal amount of the 2000 Bonds authorized under this Resolution shall not exceed $10,000,000; and WHEREAS, the 2000 Bonds shall be secured by a pledge of and lien on the Pledged Revenues; and WHEREAS, City staff has previously solicited bids from qualified lending institutions to provide a term loan as the vehicle by which the 2000 Bonds are to be issued and the 2000 Projects are to be financed; and WHEREAS, City staff has determined and the City Commission hereby concurs that Bank of America, N.A., doing business as NationsBank, N.A., a national banking association with its designated office in West Palm Beach, Florida (herein, the "Bank") has provided the best overall bid to the City; and WHEREAS, the City Commission hereby finds that in light of present market conditions, the aforementioned bid provided by the Bank, the necessity for the funds in calendar year 2000, and other factors described herein, it would be in the best interest of the City to sell the 2000 Bonds to the Bank on a negotiated basis pursuant to the terms and provisions of the Bond Resolution, this Resolution and that certain Bond Purchase Agreement dated the date of delivery of the 2000 Bonds (herein, the "Agreement") by and between the City and the Bank in substantially the form attached hereto as Exhibit A; and WHEREAS, the City does not expect to issue more than $10,000,000 of its tax-exempt obligations in calendar year 2000, and based upon the advice of its Bond Counsel, the City Commission shall designate the 2000 Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. NOW, THEREFORE, be it resolved by the City Commission of the City of Delray Beach, Florida, as follows: ARTICLE I STATUTORY AUTHORITY; FINDINGS AND DEFINITIONS SECTION 1.1 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Charter of the City of Delray Beach, Florida, as amended and supplemented, the Florida Constitution, Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provisions of law (collectively, the "Act") and the authority provided for in the Bond Resolution. SECTION '1.2. FINDINGS. It is hereby ascertained, determined and declared: (a) That the City hereby authorizes the 2000 Projects be financed from all or a part of the proceeds derived from the 2000 Bonds issued pursuant to this Resolution, together with all incidental and necessary costs and expenses associated therewith, as more fully set forth in Section 1.2(d) hereof. WPB/SANFORDS/254653/Sghp041 DOC/2/10/00/16787010800 2 Resolution No. 14-00 (b) That it is necessary to acquire and construct the 2000 Projects and such 2000 Projects will be in the best economic interest of the City. (c) That the 2000 Projects will serve valid municipal purposes. (d) That the cost of the 2000 Projects shall be deemed to include, but not be limited to, the cost of acquisition, construction, improving, renovating and equipping all or a portion of the 2000 Projects, the cost of any real or personal property necessary therefor; administrative expenses; consultation, design, engineering and legal expenses; the fees and expenses of Bond Counsel; the fees and reasonable expenses of counsel for the Bank; expenses for estimates of costs; expenses for plans, specifications and licenses; and such other expenses as may be necessary or incidental to the 2000 Projects and the issuance of the 2000 Bonds herein authorized. (e) That the principal of and interest on the 2000 Bonds shall be secured solely by the Pledged Revenues and payable from the Non-Ad Valorem Revenues including such pledged revenues provided that the Owner of the 2000 Bonds shall have no lien on the Non-Ad Valorem Revenues until deposited into the Debt Service Fund. The ad valorem taxing power of the City will never be necessary or authorized to pay the principal of and interest on the 2000 Bonds, and the 2000 Bonds issued pursuant to this Resolution shall not constitute a lien upon any other property whatsoever of or in the City. (f) That the City, having previously solicited bids for the sale of the 2000 Bonds, has determined that the best qualified bid for the 2000 Bonds was delivered by the Bank. (g) That the negotiated sale of the 2000 Bonds to the Bank is in the best interest of the City by reason of the nature of and schedule for the completion of the 2000 Projects, the aforementioned solicitation of bids and present market conditions. (h) That the Agreement, in the form attached hereto as Exhibit A, is hereby approved, with such omissions, insertions and variations as may be necessary and desirable, as evidenced by the City's execution thereof and the Mayor (or in his absence, the Vice Mayor) and City Clerk are hereby authorized to execute the same on behalf of the City. (i) The City hereby designates the 2000 Bonds to be "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. (j) That pursuant to the provisions of the Bond Resolution, the City has and may, in the future, issue obligations secured in the same manner as the 2000 Bonds. (k) That any capitalized term not otherwise defined herein, shall have the meaning ascribed to such term in the Bond Resolution. SECTION 1.3 DEFINITIONS. That, in addition to terms defined elsewhere in this Resolution, the following terms shall have the following meanings unless the context otherwise clearly requires: "Bond Counsel" shall mean Greenberg Traurig, P.A. or any other firm of nationally recognized bond counsel selected by the City and acceptable to the Bank. WPB/SANFORDS/254653/Sghp041 DOC/2/10/00/'16787 010800 3 Resolution No. 14-00 "Bond Resolution" shall mean Resolution No. 76-99, adopted by the City Commission on December 14, 1999, as amended and supplemented. "City" shall mean the City of Delray Beach, Florida, a municipal corporation in the County of Palm Beach, State of Florida, and its successors and assigns. "City Commission" shall mean the duly constituted governing body of the City. "Code" shall mean the Internal Revenue Code of 1986, as amended, the applicable Treasury Regulations promulgated thereunder and any administrative or judicial interpretations of the same published in a form on which the City may rely as a matter of law. "Interest Rate" shall mean the rate of interest on the 2000 Bonds which, when calculated on an actual 360-day year basis consisting of 12 thirty-day months shall be equal to five and two hundred forty-five thousandth percent (5.245%) per annum. "Maturity Date" shall mean, with respect to the unpaid principal of and interest on the 2000 Bonds, June 1, 2019. "2000 Bonds" shall mean the not to exceed $10,000,000.00 aggregate principal amount of Revenue Bonds, Series 2000, authorized by the Bond Resolution and this Resolution. "Owner," "Bondholder" or "registered holder" or any similar term shall mean the Bank or, subject to the provisions of Section 2.4 hereof, any successor registered holder of the 2000 Bonds; provided that there shall never be more than three (3) registered holders at any one time and provided further that no Bondholder may be the registered owner of less than $1,000,000 in the aggregate principal amount of the 2000 Bonds. "Paying Agent" shall mean the City's Finance Department or, if the City Commission shall so determine by subsequent proceeding, any bank or trust company and any successor bank or trust company appointed by the City to act as Paying Agent hereunder. "Payment Date" shall mean, with respect to interest on the 2000 Bonds, each June 1 and December 1, commencing June 1,2000 and with respect to scheduled principal on the 2000 Bonds each June 1, commencing June 1,2001, and on any date the principal of the 2000 Bonds is optionally prepaid in whole or in part, provided that if such date is not a Business Day, the payment shall be made on the next succeeding Business Day for the period ending on the day prior to such scheduled Payment Date. "Pledged Revenues" shall mean (I) the Non-Ad Valorem Revenues deposited in the Debt Service Fund created and established under the Bond Resolution, (ii) investment income received from the investment of moneys in the Debt Service Fund and accounts established thereunder, other than the escrow deposit trust fund established under a escrow deposit agreement, and (iii) any other moneys deposited in the Debt Service Fund or received by the Paying Agent in connection with the repayment of any Bonds. WPB/SANFORDS/254653/Sghp04~ DOC/2/10/00/16787 010800 4 Resolution No. 14-00 "Registrar" shall mean the City's Finance Department or, if the City Commission shall so determine by subsequent proceeding, any bank or trust company and any successor bank or trust company appointed by the City to act as Registrar hereunder. "Resolution" shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the terms hereof. "Tax Certificate" shall mean the Arbitrage Certificate of the City executed on the date of initial delivery of the 2000 Bonds. Words importing singular number shall include the plural number and vice versa, as the case may be, and words importing persons shall include firms and corporations. SECTION 1.4 RESOLUTION AND BOND RESOLUTION CONSTITUTE CONTRACT. In consideration of the acceptance of the 2000 Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution and the Bond Resolution shall be deemed to be and shall constitute a contract between the City and the Bondholders and the covenants and agreements herein and therein set forth to be performed by said City shall be for the benefit, protection and security of the Bondholders. ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 2000 BONDS SECTION 2.1 AUTHORIZATION OF 2000 BONDS. Subject and pursuant to the provisions of this Resolution and the Bond Resolution, obligations of the City of Delray Beach, Florida, to be known as "Revenue Bonds, Series 2000" are hereby authorized to be issued in the aggregate principal amount of not exceeding Ten Million Dollars ($10,000,000.00) for the purpose of financing the costs of the 2000 Projects. SECTION 2.2 DESCRIPTION OF 2000 BONDS. Notwithstanding the form of Bonds set forth in the Bond Resolution, the text of the 2000 Bonds shall be substantially in the form attached hereto as Exhibit B with such omissions, insertions and variations as may be necessary and desirable, as evidenced by the City's execution thereof. The 2000 Bonds (initially issued in one (1) typewritten certificate) shall be dated the date of initial issuance. The 2000 Bonds shall bear interest on the outstanding principal amount of the 2000 Bonds from time to time at the Interest Rate and shall be payable on each Payment Date, commencing June 1, 2000. Principal of the 2000 Bonds shall be payable on each June 1 commencing June 1, 2001, in the amounts set forth below, if $10,000,000.00 in 2000 Bonds are WPB/SANFORDS/254653/Sghp041 DOC/2/10/00/16787.010800 5 Resolution No. 14-00 issued. All unpaid principal of the 2000 Bonds and all accrued and unpaid interest on the 2000 Bonds shall be payable on the Maturity Date. The 2000 Bonds shall be issued in registered certificated form. Date Amount June 1, 2001 $ 435,000.00 June 1, 2002 1,160,000.00 June 1, 2003 995,000.00 June 1, 2004 305,000.00 June 1, 2005 330,000.00 June 1, 2006 345,000.00 June 1, 2007 365,000.00 June 1, 2008 390,000.00 June 1, 2009 415,000.00 June 1, 2010 435,000.00 June 1, 2011 465,000.00 June 1,2012 495,000.00 June 1,2013 520,000.00 June 1, 2014 545,000.00 June 1, 2015 580,000.00 June 1, 2016 510,000.00 June 1, 2017 540,000.00 June 1, 2018 570,000.00 June 1, 2019 (Maturity Date) 600.000.00 TOTAL $10.000.000.00 Principal and interest on the 2000 Bonds shall be payable at the office of the Paying Agent (the designated corporate trust office of the Paying Agent if the City's Finance Department is not the Paying Agent). The 2000 Bonds shall be numbered in such manner as may be prescribed by the Registrar. The 2000 Bonds shall be payable, with respect to interest and principal, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Subject to the next succeeding paragraphs, the City may prepay the 2000 Bonds in whole or in part, at any time or from time to time, without penalty or premium, by paying to the registered holder all or part of the principal amount of the 2000 Bonds, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the registered owner not less than ten (10) Business Days prior thereto. If such prepayment shall be for only a portion of the unpaid principal WPB/SANFORDS/254653/5ghp041 DOC/2/10/00/16787010800 6 Resolution No. 14-00 balance of the 2000 Bonds, the City shall provide in such written notice, which future amortization installments shall be reduced as a result of such prepayment. Notice having been given as aforesaid, the principal amount stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice; and the amount of principal shall be paid (i) in case the entire unpaid balance of the principal of the 2000 Bonds is to be paid, upon presentation and surrender of the 2000 Bond or 2000 Bonds to the office of the Paying Agent (the designated corporate trust office, if the Paying Agent is not the City's Finance Department), and (ii) in case only part of the unpaid balance of principal of the 2000 Bonds is to be paid, upon presentation of such 2000 Bond or 2000 Bonds at the office of the Paying Agent (the designated corporate trust office, if the Paying Agent is not the City's Finance Department) for notation thereon of the amount of principal then paid or for issuance of a replacement 2000 Bond in the principal amount not redeemed. Partial prepayments shall be credited against future annual sinking fund amounts as so designated by the City in writing to the Bondholders. Notwithstanding the provisions of clause (ii) above, if all of the 2000 Bonds are registered in the name of the Bank, a partial prepayment may be effected by payment to the Bank of the principal, together with unpaid interest accrued thereon, without surrender of the 2000 Bonds. If, on the prepayment date, funds for the payment of the principal amount to be prepaid, together with unpaid interest accrued thereon, shall not have been provided to the Paying Agent, as above provided, the principal amount of the 2000 Bonds shall continue to be outstanding and to bear interest until payment thereof at the Interest Rate. In connection with any prepayment while the 2000 Bonds are owned by the Bank, the City shall give the Bank not more than ten (10) Business Days' prior written notice of any proposed prepayment specifying the prepayment date, the principal amount of the 2000 Bonds to be so prepaid, the installments of principal against which the prepayments shall be credited and the person or persons authorized to notify the Bank of acceptance of the terms of prepayment referred to in the next succeeding sentence. The Bank shall provide written notice to a person so specified by the City on the second Business Day prior to the proposed prepayment date of the amount, if any, of the Breakage Fee (as defined below) if any, which shall be paid in connection with such proposed prepayment. In addition to the principal and interest on the 2000 Bonds due and payable if the City elects to prepay all or a portion of the 2000 Bonds, the City shall in the event of such prepayment, on demand, pay to the Bank any "Breakage Fee" due hereunder for each Break Event. "Break Event" means any voluntary prepayment on the 2000 Bonds, in whole or in part, occurring prior to the date such principal would, but for that prepayment, 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) x C + LIBOR Breakage, where: A A rate per annum equal to the sum of (1) the bond equivalent yields (bid side) of each U.S. Treasury security with a maturity closest to each Maturity Date of the 2000 Bonds (treating each annual sinking fund amount designated by the City, as a Maturity Date) as reported by the Wall Street Journal (or other published source) on February __, 2000 ("Lock In Date"), plus (ii) the corresponding swap spread of Bank on the Lock In Date for a WPB/SANFORDS/254653/5ghp041 DOC/2/10/00/16787010800 7 Resolution No. 14-00 fixed rate payor to pay Bani swal~ of that maturity, _o[us B A rate per annum equal yields (bid side) of each L closest to each Maturity I; Maturity Date is det~ned Street Journa] (or other pu (ii) the corresponding swal: swap dealer would quote tc Bank the fixed rate side of The sum of the products o each Affected Principal Pe that Affected Principal Peri{ "Affected Principal Amount" for an Affe amount of the 2000 Bonds so prepaid. "Affected Principal Period" is each perioc Date to but excluding the next succeedir the first such period shall begin on and inc "LIBOR Breakage" is any additional loss with respect to any hedge for the fixed difference between the London interbank the relevant maturity) available in the Lo~ of the interest period in which the Break in that market on the Break Date. "Present Value" is determined as of thl discount rate. Breakage Fees are payable as liquidated dam~ the losses, costs and expenses Bank would incur for not require claim for, or proof of, actual damages, an( conclusive and binding in the absence of manifest erre requested by the City, provide reasonable written calculated by the Bank. SECTION 2.3 EXECUTION OF .THE 2000 executed in the name of the City by the signature of the official seal shall be affixed thereto or imprinted or repn Cterk. The signatures o1' the Mayor or Vice Mayor of th, may be manual or facsimile signatures. In case any on signed or sealed the 2000 Bonds shall cease to be s Bonds so signed and sealed shall have been actually s( nevertheless be sold and delivered as herein provided signed or sealed such 2000 Bonds had not ceased to WP B/~ANFO RD S~2.'~e631¢~ghp041 DOC/2/I 1/o0/167a7.010800 [ the fixed rate side or an interest rate ii) [.25%]. ) the sum of (i) the bond equivalent .S. Treasury security with a maturity ate of the 2000 Bonds (as the term ~ A above) as reported by the Wall Lished source) on the Break Date, ~ spread that Bank determines another Bank on the Break Date for paying to ~n interest rate ~wap of that maturity. (i) each Affected Principal Amount for dod, times (ii) the number of days in ~d divided by 360. :ted Principal Period is the principal from and including a Scheduled Due ~g Scheduled Due Date, provided that ludes the Break Date. cost or expense that Bank may incur -ate of the 2000 Bonds based on the offered rate (for U.S. dollar deposits of idon interbank market at the beginning 3ate occurs and that which is available Break Date using "B" above as the gas, are a reasonable pre-estimate of ny Break Event. are not a penalty, will Bank's determination thereof shall be provided, however, the Bank shall, if ~stantiation of the Breakage Fees, as BONDS. The 2000 Bonds shall be Mayor or Vice Mayor of the City and its )duced thereon and attested by the City .- City and City Clerk on the 2000 Bonds e or more of the officers who shall have ucl~ officer o1' the City before the 2000 lid and delivered, such 2000 Bonds may and may be issued as if the person who hold such office. The 2000 Bonds may Resolution No. 14-00 nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such 2000 Bonds had not ceased to hold such office. The 2000 Bonds may be signed and sealed on behalf of the City by such person who at the actual time of the execution of the 2000 Bonds shall hold the proper office, although at the date the 2000 Bonds shall be actually delivered such person may not have held such office or may not have been so authorized. The 2000 Bonds shall bear thereon a certificate of authentication, in the form set forth on Exhibit B attached hereto, executed manually by the Registrar (when the City's Finance Department shall act as Registrar, the certificate of authentication shall be manually executed by the City's Finance Director). Only the 2000 Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution and no 2000 Bonds shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Registrar. The certificate of authentication of the Registrar upon the 2000 Bonds executed on behalf of the City shall be conclusive evidence that the 2000 Bonds so authenticated have been duly authenticated and delivered under this Resolution and that the Owner thereof is entitled to the benefits of this Resolution. SECTION2.4 NEGOTIABILITY. REGISTRATION AND CANCELLATION. The Registrar shall keep books for the registration of the 2000 Bonds and for the registration of transfers of the 2000 Bonds. The 2000 Bonds shall be transferable at the option of the registered Owner thereof to an institutional holder, but subject to the prior written approval of the City's Director of Finance (which shall not be unreasonably withheld if the intended transferee provides a suitability letter addressed to the City as to the sophistication of the investor) unless such institutional holder is a bank or trust company, or unless such institutional holder, which is not a bank or trust company, certifies in writing to the City prior to the transfer that it is an accredited investor within the meaning of Rule 501 of the Securities Act of 1933, as amended and supplemented, in which case such approval shall not be required, and upon surrender thereof at the office of the Registrar (the designated corporate trust office of the Registrar if the City's Finance Department is not the Registrar) with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Owner or his duly authorized attorney. Upon the transfer of such 2000 Bond, the City shall issue in the name of the transferee a new 2000 Bond. The City, the Paying Agent and the Registrar shall deem and treat the person in whose name the 2000 Bonds shall be registered upon the books kept by the Registrar as the absolute Owner of such 2000 Bonds, whether such 2000 Bonds shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such 2000 Bonds as the same become due and for all other purposes. All such payments so made to any such Owner or upon his/her order shall be valid and effectual to satisfy and discharge the liability upon such 2000 Bonds to the extent of the sum or sums so paid, and neither the City, the Paying Agent nor the Registrar shall be affected by any notice to the contrary. In all cases in which the privilege of transferring the 2000 Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver the 2000 Bonds in accordance with the provisions of this Resolution. The 2000 Bonds surrendered in any such transfers shall forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in this Section. The City or the Registrar (if not the City's Finance Department) may require the WPB/SANFORDS/254653/5ghp04~ DOC/2/10/00/16787010800 9 Resolution No. 14-00 payment of a sum sufficient to pay any tax, fee or other governmental charges required to be paid with respect to such transfer. The 2000 Bonds paid or redeemed, in whole, either at or before maturity, shall be delivered to the Registrar when the payment or redemption is made, and such 2000 Bonds shall thereupon be promptly canceled. The 2000 Bonds so canceled may at any time be destroyed by the Registrar, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the 2000 Bonds, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Registrar (if not the City's Finance Department). SECTION 2.5 MUTILATED. DESTROYED. STOLEN OR LOST 2000 Bonds. In case any 2000 Bond shall become mutilated, destroyed, stolen or lost, the City shall execute and the Registrar shall authenticate and deliver a new 2000 Bond of like date, maturity and denomination as the 2000 Bond so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated 2000 Bond, such mutilated 2000 Bond shall first be surrendered to the City and, in the case of any lost, stolen or destroyed 2000 Bond, there shall first be furnished to the City and the Registrar (if not the City's Finance Department) evidence of such loss, theft, or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event the 2000 Bonds shall be about to mature or have matured, instead of issuing a duplicate 2000 Bond, the City may pay the same without surrender thereof. The City and the Registrar (if not the City's Finance Department) may charge the Owner of such 2000 Bond their reasonable fees and expenses in connection with this transaction. Any 2000 Bonds surrendered for replacement shall be canceled in the same manner as provided in Section 2.4 hereof. Any such duplicate 2000 Bond issued pursuant to this Section shall constitute additional contractual obligations on the part of the City, whether or not the lost, stolen or destroyed 2000 Bond be at any time found by anyone, and such duplicate 2000 Bonds shall be entitled to equal proportionate benefits and rights as to lien on the source and security for payment from Pledged Revenues with the 2000 Bond issued hereunder. SECTION 2.6 CONDITIONS FOR ISSUANCE OF THE 2000 BONDS. Prior to the issuance of the 2000 Bonds, the City shall comply with the following conditions: (a) Deliver to the Bank a fully executed Tax Certificate; and (b) Deliver to the Bank a copy of a completed and executed Form 8038-G to be filed by the City with the Internal Revenue Service; and (c) Deliver to the Bank an opinion of Bond Counsel, satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and enforceability of the 2000 Bonds and the due adoption of this Resolution (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like) and the exclusion of interest on the 2000 Bonds from gross income for federal income tax purposes, that the 2000 Bonds are not specified "private activity bonds" within the meaning of Section 57(a)(5) of the Code and, therefore, the interest on the 2000 Bonds will not be treated as a preference item for purposes of computing the alternative minimum tax imposed by Section 55 of the Code (however, a portion of the interest on the 2000 Bonds owned by corporations may be subject to the federal WPB/SANFORDS/254653/5ghp04' DOC/2/10/00/16787010800 1 0 Resolution No. 14-00 alternative minimum tax which is based in part on adjusted current earnings). Such opinion shall also state that the 2000 Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code; and (d) Deliver to the Bank an opinion of the City Attorney, satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and enforceability of the 2000 Bonds, the Agreement and the due adoption of this Resolution and the Bond Resolution (enforceability may be subject to standard bankruptcy exceptions and the like); and (e) Deliver to the Bank one or more certificates of the City in form satisfactory to the Bank certifying, among other things, that the City is in compliance with the term of the Bond Resolution including but not limited to compliance with Section 4.E of Article III thereof. To the extent that the City does not issue all of the $10,000,000.00 in principal amount of 2000 Bonds at the time of initial issuance, the City shall provide written notice to the Bank (signed by the City Manager, Finance Director or Treasurer of the City) of the City's intention to sell to the Bank additional 2000 Bonds under the Agreement at least two (2) Business Days prior to the date the City intends to issue such additional 2000 Bonds. Such notice shall confirm that the City is in compliance with terms and provisions of this Resolution and the Bond Resolution. Such additional 2000 Bonds shall constitute additional principal amount of 2000 Bonds without any further action required. SECTION 2.7 INCORPORATION OF TERMS OF BOND RESOLUTION. Unless otherwise provided in this Resolution, the terms and provisions of the Bond Resolution applicable to the 2000 Bonds are incorporated herein by reference and such terms shall have the same effect as if expressly stated herein. ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF SECTION 3.1 2000 BONDS NOT TO BE INDEBTEDNESS OF THE CITY. The 2000 Bonds shall not be or constitute an indebtedness of the City within the meaning of any constitutional, statutory or other limitation of indebtedness, but shall be secured solely by the Pledged Revenues and payable from Non-Ad Valorem Revenues including the Pledged Revenues. No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or taxation in any form of any real property therein, to pay said 2000 Bonds or the interest thereon. The pledge of the Pledged Revenues will not constitute a lien upon any property of the City including any Non-Ad Valorem Revenues which have not been deposited into the Debt Service Fund. SECTION 3.2 2000 BONDS AND OTHER BONDS. The lien of the 2000 Bonds on the Pledged Revenues shall be on parity with any of the Bonds issued pursuant to the requirements of the Bond Resolution including but not limited to the City's $4,000,000 Revenue Bonds, Series 1999 of which $2,800,000 has been issued, issued pursuant to the terms of the Bond Resolution and Resolution No. 77-99 adopted on December 14, 1991. SECTION 3.3 2000 BONDS SECURED BY PLEDGE OF PLEDGED REVENUES. From and after the issuance of any of the 2000 Bonds, and continuing until the payment of all WPB/SANFORDS/254653/5ghp041 DOC/2/10/00/16787 010800 1 1 Resolution No. 14-00 2000 Bonds as to principal and interest, the Pledged Revenues shall continue to be pledged for the prompt payment of principal of and interest on said 2000 Bonds. SECTION 3.4 COVENANTS OF THE CITY. As long as any of the principal of or interest on any of the 2000 Bonds shall be outstanding and unpaid, or until there shall have been set apart in the Debt Service Fund in accordance with Section 4.H of Article III of the Bond Resolution a sum sufficient to pay, when due, the entire principal of the 2000 Bonds remaining unpaid, together with interest accrued and to accrue thereon, the City covenants with the Bondholders as follows: (a) Tax Covenants Relating to the Internal Revenue Code of 1986, as amended. (1) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the 2000 Bonds, the City covenants to comply with each requirement of the Code. In furtherance of the covenant contained in the preceding sentence, the City agrees to continually comply with the provisions of the Tax Certificate, as such certificate may be amended from time to time, as a source of guidance for achieving compliance with the Code. (2) The City covenants and agrees with the Bondholders that the City shall not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the 2000 Bonds, would cause any of the 2000 Bonds to be "private activity bonds" or "arbitrage bonds" within the meaning of Sections 141(a) and 148(a), respectively, of the Code. (3) The City shall make any and all payments required to be made to the United States Department of the Treasury in connection with the 2000 Bonds pursuant to Section 148(f) of the Code. (4) Notwithstanding any other provision of this Resolution to the contrary, so long as necessary in order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the 2000 Bonds, the covenants contained in this Section shall survive the payment of the 2000 Bonds and the interest thereon, including any payment or discharge thereof pursuant to Section 4.H of the Bond Resolution. (b) Debt Service Fund. The Debt Service Fund created and established under the Bond Resolution shall constitute a trust fund for the benefit of the Bondholder and shall be held by the City and shall be kept separate and distinct from all other funds of the City, and shall be used only for the purpose and in the manner provided in this Resolution. Notwithstanding the provisions of the next preceding sentence, the City may deposit the Pledged Revenues in a single bank account for the City, provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the funds on deposit therein for the various purposes of such funds. The designation and establishment of the Debt Service Fund in and by the Bond Resolution shall not be construed to require the establishment of any completely independent self-balancing fund, as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an allocation of certain revenues of the City for certain purposes and to establish certain priorities for application of such revenues as provided herein. WPB/$ANFORDS/254653/$ghp041 DOC/2/10/00/16787 010800 1 2 Resolution No. 14-00 Any excess amounts remaining in the Debt Service Fund after payment has been made on the 2000 Bonds and any other Bonds on any Payment Date, may be withdrawn and deposited at the direction of the City to be used for any lawful municipal purpose. Moneys on deposit in the Debt Service Fund may be invested in Permitted Investments as authorized pursuant to the Bond Resolution, provided such investments mature not later than the next succeeding Payment Date. Subject to the terms and provisions of the Code, all income and earnings received from the investment and reinvestment of the moneys on deposit in the Debt Service Fund shall remain on deposit in the Debt Service Fund and be used in the same manner as other moneys on deposit therein. (c) Non.Ad Valorem Revenues. The City will not repeal, amend or modify any resolution or ordinance or take any action within its power to take relating to the imposition and collection of Non-Ad Valorem Revenues in any manner so as to impair or adversely affect in any manner the availability of such Non- Ad Valorem Revenues to pay debt service on the 2000 Bonds as provided herein. Notwithstanding the foregoing, the City does not covenant to maintain any services or programs, now maintained by the City, which generate Non-Ad Valorem Revenues. (d) Budget and Other Financial Information. The City shall demonstrate in each annual budget that there are sufficient Non-Ad Valorem Revenues to pay the principal of and interest on the 2000 Bonds coming due in such Fiscal Year and to meet the City's other obligations hereunder and under the Bond Resolution. The City shall, upon the request of the Bank, provide the Bank with a copy of its annual budget within thirty (30) days of adoption, a copy of its Comprehensive Annual Financial Report, when available and, upon the request of the Bank, such other financial information regarding the City as the Bank may reasonably request. (e) The City shall comply with the terms of the Bond Resolution. SECTION 3.5 REMEDIES OF BONDHOLDER. Subject to the equal rights of any registered owner of Bonds issued pursuant to the provisions of the Bond Resolution, should the City default in any obligation created by this Resolution, the Bondholders may, in addition to any remedy set forth in this Resolution, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the City or by any officer thereof. The City hereby agrees with the Bondholders that the filing of any bankruptcy or insolvency under any federal or state law by or against the City which is not dismissed with prejudice within thirty (30) days of such filing shall give the Bondholders the right to exercise any of the remedies provided to them under this Section 3.5, and Section 4.G of Article III of the Bond Resolution. Notwithstanding anything in this Section 3.5 to the contrary the Bondholders' right to exercise any remedy permitted hereunder shall be consistent with the rights afforded all registered owners of Bonds issued pursuant to the provisions of the Bond Resolution. SECTION 3.6 APPLICATION OF 2000 BONDS PROCEEDS. The proceeds of the 2000 Bonds shall be used to finance the costs of the 2000 Projects. The City may replace all or a portion of the 2000 Projects for any other capital project permitted under the Act; provided WPB/SANFORDS/254653/5ghp041.DOC/2/10/00/16787 010800 13 Resolution No. 14-00 that Bond Counsel shall first deliver to the City and the Bank an opinion to the effect that such substitution will not adversely affect the exclusion of interest on the 2000 Bonds from gross income for federal income tax purposes. ARTICLE IV MISCELLANEOUS PROVISIONS SECTION 4.1 MODIFICATION OR AMENDMENT. No modification or amendment of this Resolution or of any resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of all of the Bondholders. SECTION 4.2 ADDITIONAL AUTHORIZATION. The Mayor, the Vice-Mayor, the City Manager, the Finance Director, the Treasurer and any other proper official of the City, be and each of them is hereby authorized and directed 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 4.3 SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Resolution or of the 2000 Bonds issued hereunder. SECTION 4.4 REPEALER. All resolutions and orders, or parts thereof, in conflict herewith are, to the extent of such conflict, hereby repealed, and this Resolution shall take effect upon its passage in the manner provided by law. In the event of a conflict between the provisions of this Resolution and the Bond Resolution, the provisions of this Resolution shall control. SECTION 4.5 upon its adoption. EFFECTIVE DATE. This Resolution shall be effective immediately WPB/SANFORDS/254653/Sghp04! DOC/2/10/00/16787 010800 14 Resolution No. 14-00 PASSED AND ADOPTED in regular session on this 15th day of February, 2000. THE CITY OF DELRAY BEACH, FLORIDA ATTEST: By: Name: Title: Alison MacGregory Harty City Clerk By:. Mayor The foregoing resolution and the form of 2000 Bond therein contained are hereby approved by me as to form, language and execution this 15th day of February, 2000. By: City Attorney WPB/SANFORDS/254653/5ghp04' DOC/2/10/00/16787 010800 1 5 Resolution No. 14-00 EXHIBIT A BOND PURCHASE AGREEMENT THIS BOND PURCHASE AGREEMENT (the "Agreement") dated February ,2000, by and between Bank of America, N.A., doing business as NationsBank, N.A., a national banking association organized under the laws of the United States (herein the "Bank") and the City of Delray Beach, Florida, a municipal corporation of the State of Florida (together with its successors and assigns, the "City"). WHEREAS, pursuant to the Act, as such term is defined in Resolution No. 76-99, as supplemented by Resolution No. 14-00 (collectively, the "Resolution"), adopted by the City Commission of the City on December 14 1999 and February 15, 2000, respectively, the City authorized the issuance of not to exceed $10,000,000 in aggregate principal amount of City of Delray Beach, Florida Revenue Bonds, Series 2000 (the "Bonds"); and WHEREAS, any capitalized term used in this Agreement and not otherwise defined shall have the meaning ascribed to such term in the Resolution; and WHEREAS, the Bank has reviewed the Resolution and hereby finds the terms acceptable; and WHEREAS, on this date, the City has, pursuant to provisions of the Act, the Resolution and this Agreement, agreed to issue and sell to the Bank and the Bank has, pursuant to the terms of this Agreement and the terms and provisions of the Resolution, agreed to purchase, all but not less than all, of the Bonds; and WHEREAS, the City and the Bank have heretofore negotiated the terms of the Bonds and the Resolution and by execution of this Agreement each will have confirmed that such are acceptable. NOW THEREFORE, the City and the Bank hereby agree as follows: Purchase and Sale. Upon the terms and conditions set forth herein and in the Bonds and the Resolution and upon the representations and warranties of the City set forth in the Resolution, the Tax Certificate and other closing certificates, the City agrees to sell on this date the Bonds on a negotiated basis to the Bank and the Bank agrees on this date to purchase, with immediately available funds, all but not less than all, of the Bonds. The purchase price for the Bonds shall be [$10,000,000], which purchase price is equal to the principal amount of the Bonds. Since the dated date of the Bonds is the date hereof, there will be no accrued interest as part of the purchase price. If the principal amount of Bonds sold to the Bank pursuant to this paragraph is less than $10,000,000.00, the Bank agrees to purchase any additional Bonds under the same terms as the Bonds so issued (except the dated date) up to a total aggregate amount of $10,000,000. WPB/SANFORDS/254653/5ghp041 DOC/2/10/00/16787010800 A-1 Resolution No. 14-00 2. private Placement Negotiated Sale. The Bank hereby acknowledges that the purchase of the Bonds from the City was on a negotiated private placement basis and that there has been no offering document prepared by the City in connection with such sale. 3. Conditions for Purchase. The Bank's agreement to purchase the Bonds on this date is subject to the satisfaction of the conditions set forth in Section 2.6 of Resolution No. 14-00. The Bank's purchase of the Bonds will constitute full evidence that such conditions have been satisfied or waived. 4. Section 218.385 Florida Statutes. On or before the purchase of the Bonds, the Bank has provided the City with the disclosure and truth-in-bonding statements required by and in accordance with, Section 218.385, Florida Statutes, as amended and supplemented. The above-referenced statements are attached to this Agreement as Schedule A. 5. Expenses. As between the City and the Bank, the Bank shall not be liable for any expenses incurred by the City in connection with the issuance of the Bonds. The Bank represents to the City that it has not employed or used the services of any attorney or other professional in connection with the Bank's negotiations with the City and its purchase of the Bonds other than Holland & Knight, LLC, which fee, in the amount of $1,000 shall be paid by the City. 6. Effectiveness. This Agreement shall become effective upon the execution by the appropriate officials of the City and the Bank. 7. Headings. The headings set forth in this Agreement are inserted for convenience only and shall not be deemed to be a part hereof. 8. Amendment. No modification, alteration or amendment to this Agreement shall be binding upon any party until such modification, alternation or amendment is reduced to writing and executed by all parties hereto. 9. Governing Law. The laws of the State of Florida shall govern this Agreement. 10. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatories upon the same instrument. WPB/SANFORDS/;',254653/Sghp041DOC/2/10/D0/16787010800 A-2 Resolution No. 14-00 IN WITNESS WHERE, the City and the Bank has caused this Agreement to be executed by its respective duly authorized officers all as of the date hereof. BANK AMERICA N.A. (d/b/a NationsBank, N.A.) By:. Name: Title: WPB/SANFORDS/254653/Sghp041 DOC/2/10/00/16787010800 A-3 Resolution No. 14-00 No. R-._ EXHIBIT B FORM OF 2000 BOND UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DELRAY BEACH, FLORIDA REVENUE BOND, SERIES 2000 Interest Rate Maturity_ Date Dated Date 5.245% June 1, 2019 February ,2000 REGISTERED OWNER: ............................. [NAME OF BANK] ....................................... PRINCIPAL AMOUNT: ................... TEN MILLION DOLLARS ($10,000,000) ......................... KNOW ALL MEN BY THESE PRESENTS, that the City of Delray Beach (the "City") in Palm Beach County, Florida, for value received, hereby promises to pay from the sources herein mentioned, to the Registered Owner specified above or registered assigns on the Maturity Date specified above or earlier upon mandatory prepayment as provided below, upon the presentation and surrender hereof at the City's Finance Department or (if so determined by the City) the designated trust office of the bank or trust company appointed by the City to act as paying agent (said City's Finance Department or such bank or trust company and any bank or trust company becoming successor paying agent being herein called the "Paying Agent"), the Principal Amount stated above with interest thereon at the Interest Rate specified above in the manner provided in the Bond Resolution) calculated on the basis of a 360-day year of twelve (12) thirty-day months, on each Payment Date in the manner specified in the within described Resolution to the registered owner. The Principal Amount and accrued interest thereon is payable in any coin or currency of the United States of America, which, on the date of payment thereof, shall be legal tender for the payment of public and private debts. This Bond is authorized to be issued in a principal amount of $10,000,000.00 under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 166, Florida Statutes, as amended and supplemented, the Charter of the City of Delray Beach, Florida, as amended and supplemented, and other applicable provisions of law (the "Act"), and Resolution No. 76-99, duly adopted on December 14, 1999 and Resolution No. 14-00, duly adopted on February 15, 2000 (collectively, the "Bond Resolution"), as such resolutions may be further amended and supplemented from time to time, and is subject to all terms and conditions of said resolution. Any term used in this Bond and not otherwise defined, shall have the meaning ascribed to such term in the Bond Resolution. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Laws WPB/SANFOROS/254653/5ghp04, DOC/2/10/00/16787 010800 B-1 Resolution No. 14-00 and Constitution of the State of Florida and the Charter of the City applicable thereto, and that the issuance of this Bond, is in full compliance with all constitutional or statutory limitations or provisions. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the certificate of authentication hereon shall have been signed by an authorized officer of the Registrar. This Bond shall bear interest at the Interest Rate stated above. Interest shall be payable on June 1, 2000, and each December 1 and June 1 thereafter and principal on the Bonds shall be payable each June 1 commencing June 1, 2001 in the amounts set forth below as such amounts may be adjusted as provided in the Bond Resolution until the outstanding principal of the Bonds have been paid; provided that if such date is not a Business Day, the payment shall be made on the next succeeding Business Day (each a "Payment Date"). The principal of and interest on the Bonds shall be secured solely by the Pledged Revenues (as defined in the Bond Resolution), and payable from the Non-Ad Valorem Revenues (as such term is defined in the Bond Resolution) including the Pledged Revenues, all in the manner provided in the Bond Resolution. Date Amount June 1, 2001 $ 435,000.00 June 1, 2002 1,160,000.00 June 1, 2003 995,000.00 June 1, 2004 305,000.00 June 1, 2005 330,000.00 June 1, 2006 345,000.00 June 1, 2007 365,000.00 June 1, 2008 390,000.00 June 1, 2009 415,000.00 June 1,2010 435,000.00 June 1, 2011 465,000.00 June 1, 2012 495,000.00 June 1, 2013 520,000.00 June 1, 2014 545,000.00 June 1, 2015 580,000.00 June 1, 2016 510,000.00 June 1,2017 540,000.00 June 1,2018 570,000.00 June 1, 2019 (Maturity Date) 600.000.00 TOTAL $10.000.000.00 WPB/SANFORDS/254653/5ghpO4'DOC/2/10/O0/16787.010800 B-2 Resolution No. 14-00 Subject to the terms and provisions of the Section 2.2 of Resolution No. 14-00 of the City and as described below, if this Bond is owned by the Bank, the City may prepay this Bond in whole or in part, at any time or from time to time, without penalty or premium, by paying to the registered holder all or part of the principal amount of this Bond, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the registered owner not less than ten (10) Business Days prior thereto. Notice having been given as aforesaid, the principal amount stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice; and the amount of principal shall be paid (i) in case the entire unpaid balance of the principal of this Bond is to be paid, upon presentation and surrender of the Bond to the office of the Paying Agent (designated corporate trust office, if the Paying Agent is not the City's Finance Department), and (ii) in case only part of the unpaid balance of principal of this Bond is to be paid, upon presentation of such Bond at the office of the Paying Agent (designated corporate trust office, if the Paying Agent is not the City's Finance Department) for notation thereon of the amount of principal then paid or for issuance of a replacement Bond in the principal amount not redeemed. Partial prepayments shall be credited against future annual sinking fund amounts as so designated by the City in writing to the owner of this Bond. Notwithstanding the provisions of clause (ii) above, if all of the Bonds are registered in the name of the Bank, a partial prepayment may be effected by payment to the Bank of the principal amount to be redeemed without surrender of this Bond. If, on the prepayment date, funds for the payment of the principal amount to be prepaid, together with unpaid interest accrued thereon, shall not have been provided to the Paying Agent, as above provided, the principal amount of this Bond shall continue to be outstanding and to bear interest until payment thereof at the Interest Rate provided for herein. In addition to the principal and interest on the 2000 Bonds due and payable if the City elects to prepay all or a portion of the 2000 Bonds, the City shall in the event of such prepayment, on demand, pay to the Bank any "Breakage Fee" due hereunder for each Break Event. "Break Event" means any voluntary prepayment on the 2000 Bonds, in whole or in part, occurring prior to the date such principal would, but for that prepayment, 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) x C + LIBOR Breakage, where: A _. A rate per annum equal to the sum of (1) the bond equivalent yields (bid side) of each U.S. Treasury security with a maturity closest to each Maturity Date of the 2000 Bonds (treating each annual sinking fund amount designated by the City, as a Maturity Date) as reported by the Wall Street Journal (or other published source) on February , 2000 ("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%]. A rate per annum equal to the sum of (i) the bond equivalent yields (bid side) of each U.S. Treasury security with a matudty closest to each Maturity Date of the 2000 Bonds (as the term WPB/SANFORDS/254653/5ghp041 DOC/2/10/00/16787010800 B-3 Resolution No. 14-00 Matudty Date is defined in A above) as reported by the Wall Street Journal (or other published source) on I,he Break Date, ~ (ii) the correspondin§ swap spread tl3at 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 that maturity. The sum of the products of (i) each Affected Principal Amount for each Affected Principal Period, tJ[E~ (ii) the number of days in that Affected Principal Period divided by 360. "Affected Principal Amount" for an Affected Principal Period is the principal amount or the 2000 Bonds so prepaid. "Affected Principal Perind" is each period from and including a Scheduled Due Date to but excluding the next succeeding Scheduled Due Oate, provided that the first such period shall begin on and includes the Break Da'~e. "LIBOR Breakage" is any additional loss, cost or expense that Bank may incur with respect to any hedge for the fixed rate of the 2000 Bonds based on the difference between the London interbank offered rate (for U.<..;. 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 avaiJable in that market on the Break Date. "Present Value" {s determined as of the Break Date using "B" above at the discount rate. Breakage Fees are payable as liquidated damages, are a reasonable pre-estimate of the losses, c.~sts and expenses Bank would incur for any Break Event, are not a penalty, will not require claim for, or proof of, actual damages, and Bank's determinatic,n thereof shall be conclusive and binding in the absence of manifest error; provided, however the Bank shall, if requested by the City, provide reasonable written substantiation c)f the Breakage Foes, as calculated by the Bank. This Bond shall not be and shall not constitute an indebtedness of 1he City within the meaning of any constitutional, ~tatutory, charter or other limitations of indebte:fness but shall be secured solely by the Pledged Revenues and payable from the Non-Ad Valorem Revenues which includes the Pledgecl Revenues. No Holder of this Bond shall ever have the right to compel the exercise of ad valorem taxing power of the City, or taxation in any form of any real property therein to pay the Bond or the interest thereon. No holder shall have a lien on any Non-Ad Valorem Revenues until deposited into the Debt Service Fund created and established under the Bond Resolution. This Bond has been designated by the City as a "qualified tax-exempt obligation" within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amer~ded. The terms and provisions of the Bond Resolution are incorporated In this Bond as though such terms and provisions have been set out in full herein. w,~s^,Fa,or~,~ ~oc~ ~.,.~.o~o.,0 B-4 Resolution No. 14-00 IN WITNESS WHEREOF, the City of Delray Beach, Florida, has caused this Bond to be signed by its Mayor, either manually or with his facsimile signature, and the seal of the City Commission of the City of Delray Beach, Florida, to be affixed hereto or imprinted or reproduced hereon, and attested by the Clerk of the City, either manually or with her facsimile signature, and this Bond to be dated the Dated Date set forth above. (SEAL) CITY OF DELRAY BEACH, FLORIDA ATTEST: By: Mayor By: Name: Alison MacGregory Harty Title: City Clerk WPB/SANFORDS/254653/5ghp04' DOC/2/10/00/16787 010800 9-5 Resolution No. 14-00 FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: February ,2000 This Bond is the Bond delivered pursuant to the within mentioned Resolution. CITY OF DELRAY BEACH Finance Department, as Registrar By:, Authorized Officer WPB/SANFORDS/254653/Sghp04' DOC/2/10/00/16787 010800 B-6 Resolution No. 14-00 ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name, address and tax identification number of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: In the presence of: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Bond in every particular, without alteration or enlargement, or any change whatever. WPB/SANFORDS/254653/5ghp041 DOC/2/10/00/16787 010800 B-7 Resolution No. 14-00 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) EXHIBIT C 2000 Projects Resurfacing/Swale Reconstruction Barrier Island (excl. Island Drive) Lake Ida Road North Lake Ida Road to Atlantic Avenue Atlantic Avenue to S. 10th Street S. 10ih Street South Congress Avenue to 1-95 Congress Avenue West 800 MHz digital radio system consisting of a backbone system as well as subscriber units. The backbone radio system contains the 800 MHz infrastructure, console control electronics, dispatch consoles and related furniture. The subscriber units include portables, mobiles, control stations, consoles and console electronics. Engineering, water, sewer and drainage relating to the roadway projects described above, design, labor, contingency and costs of issuing 2000 Bonds. WPB/SANFORDS/254653/Sghp04t DOC. J2/10/00/16787 010800 C-1 Resolution No. 14-00 Request to be placed on: x Regular Agenda When: ?/l~/nn Agenda Item No.: AGENDA REQUEST Date: February 3, 2000 Special Agenda Workshop Agenda Description of agenda item (who, what, where, how much): Approve Resolution 14-00 approving a $10,000,000 Loan Agreement with NattonsBank for an approximate 20 year term at a rate of 5.245Yo for the purpose of funding the Roadway Improvement Program as well as the 800 MHz radio systam, OKDINA/4CE/ I~ESOLUTION REQUIRED: Recommendation: Approve the above. NO Draft Attached: YES/NO Department Head Signature: Determination of Consistency 'wit~omprehensive ~n:- ' ' ~- ~ '" City Attorney Review/ Recommendation (if applicable): Budget Director- Review (required of funds): Funding available: YES/ NO Funding alternatives: Account No. & Description: Account Balance: on all items involving expenditure (if applicable) City Manager ~eview: Approved for agenda: Hold Until: Agenda Coordinator Review: / No ~ Received: Action: Approved/Disapproved