Res 63-02RESOLUTION NO. 63-02
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED $7,000,000 IN AGGREGATE PRINCIPAL AMOUNT
OF REVENUE NOTES, SERIES 2002 (TAXABLE) (THE "NOTES"), OF
THE CITY OF DELRAY BEACH, FLORIDA FOR THE PURPOSE OF
FINANCING THE ACQUISITION OF CERTAIN LANDS WITHIN THE
CITY OF DELRAY BEACH, FLORIDA AND AI.I. INCIDENTAL AND
NECESSARY COSTS RELATING THERETO; DETERMINING THE
NEED FOR A NEGOTIATED SALE OF SUCH NOTES TO BANK OF
AMERICA, N.A. {THE "BANK"); PROVIDING FOR THE TERMS AND
PAYMENT OF SAID NOTES, AND THE RIGHTS, REMEDIES AND
SECURITY OF THE OWNERS THEREOF; MAKING CERTAIN
COVENANTS RELATING TO THE ISSUANCE OF SAID NOTES;
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
OF A LINE OF CREDIT AGREEMENT WITH THE BANK;
AUTHORIZING THE PROPER OFFICERS OF THE CITY TO DO AI.I.
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 acquisition of certain lands within the City of Delray Beach, Florida; as
further described on Exhibit C attached hereto and together with all incidental and necessary costs
relating thereto (the "2002 Project"); and
WHEIIRAS, on December 14, 1999, the City Commission did adopt 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 capit_~li~ed term used in this Resolution and not otherwise defined, shall
have the meaning ascribed to such term in the Bond Resolution; and
WHE~, pursuant to the Bond Resolution each series of Bonds issued thereunder 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
WHERI~.AS, pursuant to the terms and provisions of the Bond Resolution and this
Resolution, the City shall issue a series of Bonds known as "City of Delray Beach, Florida Revenue
Resolution No. 83-02
Notes, Series 2002 (Taxable)" (herein, the "2002 Notes") to finance the costs of the 2002 Project,
including the costs of issuing such 2002 Notes; and
WHERRY, the principal amount of the 2002 Notes authorized under this Resolution shall
not exceed $7,000,000; and
~ITI-IE~, the 2002 Notes shall be secured by a pledge of and lien on the Pledged
Revenues; and
WHERRAS, City staff has previously solidted bids from qualified lending institutions to
provide a line of credit or term loan as the vehicle by which the 2002 Notes are to be issued and the
2002 Project is to be financed; and
WHERR,~kS, City staff has determined and the City Commission hereby concurs that Bank
of America, N.A., a national banking association organized under the laws of the United States of
America with its designated office in West Palm Beach, Florida (herein, the "Bank") has provided
the best overall bid to the City; and
WHEI~R~.S, 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 calend~r year 2002, and
other factors described herein, it would be in the best interest of the City to sell the 2002 Notes to
the Bank on a negotiated basis pursuant to the terms and provisions of the Bond Resolution, this
Resolution and that certain Line of Credit Agreement expected to be dated as of August 1, 2002
(herein, the "Agreement") by and between the City and the Bank in substantially the form attached
hereto as Exhibit A.
NOW, THEREFORE, be it resolved by the City Commission of the City of Delray Beach,
Florida, as follows:
ARTICI~ 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.
]~]]~l~l]~l.~7~. It is hereby ascertained, determined and declared:
(a) That the City hereby authorizes that the 2002 Project be financed from all or a part
of the proceeds derived from the 2002 Notes issued pursuant to this Resolution, together with all
Resolution No. ~3-02
incidental and necessary costs and expenses associated therewith, as more fully set forth in
Section 1.2(d) hereof.
(b) That it is necessary and in the best economic interest of the City to acquire the 2002
Proiect in order to provide the lands necessary for redevelopment purposes, both commercial and
residential, and to provide for park and other recreation uses.
(c) That the 2002 Project will serve a valid munidpal purpose.
(d) That the cost of the 2002 Project shall be deemed to include, but not be limited to,
the cost of acquiring all or a portion of the lands constituting the 2002 Project, the cost of all other
real or personal property necessary therefor; administrative expenses; survey, rifle, and legal
expenses; real estate commissions; 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,
licenses and permits, if any; and such other expenses as may be necessary or incidental to the
financing of the 2002 Project and the issuance of the 2002 Notes herein authorized.
(e) That the prindpal of and interest on the 2002 Notes shall be secured solely by the
Pledged Revenues provided that the Owner of the 2002 Notes 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 2002 Notes,
and the 2002 Notes 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 solidted bids for the sale of the 2002 Notes, has
determined that the best qnulified bid for the 2002 Notes was delivered by the Bank.
(g) That the negotiated sale of the 2002 Notes to the Bank is in the best interest of the
City by reason of the nature of and schedule for the acquisition of the lands comprising the 2002
Project and the subsequent sale of certain parcels thereof, 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 vari_~rions 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) That pursuant to the provisions of the Bond Resolution and this Resolution, the City
may issue obligations secured by Pledged Revenues.
0) That any capitalized term not otherwise defined herein, shall have the meaning
ascribed to such term in the Bond Resolution.
Resolution No. 6302
SECTION 1.3 DI~FINITIONS. That, in addition to terms defined elsewhere in this
Resolution, the following terms shall have the following meanings unless the context otherwise
dearly 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.
"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 munidpal 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.
"Interest Rate" shall mean with respect to the 2002 Notes, a variable rate of interest on the
2002 Notes which, shall be equal to the sum of one hundred percent (100%) of 180-day LIBOR,
plus fifty-nine basis points (.59%). The Interest Rate shall be adjusted every 180 days and shall be
calculated on the basis of a 365/366 day year for actual days elapsed.
"LIBOR" shall mean the London Interbank Offered Rate offered by a spedfic group of
London banks for U.S. dollar deposits of a stated maturity. LIBOR will be that rate as shown on
the Telerate System, page 3750.
"Maturity Date" shall mean, with respect to the unpaid principal of and interest on the 2002
Notes, December 1, 2005.
"2002 Notes" shall mean the not to exceed $7,000,000 aggregate principal amount of
Revenue Notes, Series 2002 (Taxable), authorized by the Bond Resolution and this Resolution.
"Owner," "Noteholder" 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 2002 Notes;
provided no Noteholder may be the registered owner of less than $1,000,000 in the aggregate
prindpal amount of the 2002 Notes.
"Paying Agent" shall mean the City's Finance Deparm-xent 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 2002 Notes, each June 1 and
December 1, commencing December 1, 2002 and with respect to scheduled principal on the 2002
Notes, the Maturity Date, and, prior to the Maturity Date, on any date the principal of the 2002
\\wI:8:~IvOl\$ANFORDS\387109vOTX7/16/O2M6787'OlOrA~ 4 Resolution No. 63-02
Notes is optionally or mandatorily 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.
"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, (iii)
the Sale Proceeds and (iv) any other moneys deposited in the Debt Service Fund or received by the
Paying Agent in connection with the repayment of any 2002 Notes.
"Registrar" shall mean the City's Finance Depaxu~ent 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.
"Sale Proceeds" shall mean the net proceeds received by the City from the sale of a portion
of the lands comprising the 2002 Project.
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 THIS RESOLUTION AND BOND RESOLUTION
CONSTITUTE CONTRACT. In consideration of the acceptance of the 2002 Notes 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
Noteholder 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 Noteholder.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 2002
NOTES
SECTION 2.1 AUTHORIZATION OF 2002 NOTES. Subject and pursuant to the
provisions of this Resolution and the Bond Resolution, obligations of the City of Dekay Beach,
Florida, to be known as "Revenue Notes, Series 2002 (Taxable)" are hereby authorized to be issued
in the aggregate principal amount of not exceeding Seven Million Dollars ($7,000,000) for the
purpose of financing the costs of the 2002 Project. Until repaid, the principal amount of the 2002
Notes will be equal to the principal amounts drawn and received by the City under the Agreement.
SECTION 2.2 DESCRIPTION OF 2002 NOTES. Notwithstanding the form of
Bonds set forth in the Bond Resolution, the text of the 2002 Notes shall be substantially in the form
Resolution No. 63-02
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 2002 Notes (initially issued in one (1) typewritten certificate) shall be dated the date of
initial issuance. The 2002 Notes shall bear interest on the outstanding principal mount of the 2002
Notes from time to time at the Interest Rate and shall be payable on each Payment Date,
commencing December 1, 2002. Unless all or a portion of the 2002 Notes is optionally or
mandatorily prepaid in accordance with the terms of this Resolution, the outstanding principal of the
2002 Notes shall be payable on the Maturity Date. The 2002 Notes shall be issued in registered
form.
Principal and interest on the 2002 Notes 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 2002 Notes shall be numbered in such manner as may be prescribed by the
Registrar.
The 2002 Notes shall be payable, with respect to interest and prindpal, 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.
The City shall be obligated to prepay a portion of the 2002 Notes, without penalty or
premium, within thirty 00) days of receipt of any Sale Proceeds. The City may also prepay the 2002
Notes 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 mount of the 2002 Notes, 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 two (2) Business Days prior
thereto, provided that notice of prepayment of the 2002 Notes in full shall be provided to the
registered owner of the 2002 Notes at least 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 the 2002 Notes is to
be paid, upon presentation and surrender of the 2002 Note or 2002 Notes 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 2002 Notes is to be
paid, upon presentation of such 2002 Note or 2002 Notes at the office of the Paying Agent (the
designated corporate trust office, if the Paying Agent is not the City's Finance Depar~xxent) for
notation thereon of the amount of principal then paid or for issuance of a replacement 2002 Note in
the principal amount not redeemed. Notwithstanding the provisions of clause (ii) above, ff all of the
2002 Notes 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
2002 Notes. 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
\\wl:d3'IreOl\SANFORD~87109vOT~7/16/O2M6787'OI09(]O 6 Resolution NO. 63-02
Agent, as above provided, the principal amount of the 2002 Notes shall continue to be outstanding
and to bear interest until payment thereof at the Interest Rate.
SECTION 2.3 EXECUTION OF THE 2002 NOTES. The 2002 Notes sbadl 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 2002 Notes
may be manual or facsimile signatures. In case any one or more of the officers who shall have
signed or sealed the 2002 Notes shall cease to be such officer of the City before the 2002 Notes so
signed and sealed shall have been actually sold and delivered, such 2002 Notes may nevertheless be
sold and delivered as herein provided and may be issued as if the person who signed or sealed such
2002 Notes had not ceased to hold such office. The 2002 Notes may be signed and sealed on behalf
of the City by such person who at the actual time of the execution of the 2002 Notes shall hold the
proper office, although at the date the 2002 Notes shall be actually delivered such person may not
have held such office or may not have been so authorized.
The 2002 Notes 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 Depaxunent
shall act as Registrar, the certificate of authentication shall be manually executed by the City's
Finance Director). Only the 2002 Notes as shall bear thereon such certificate of authentication shall
be entitled to any fight or benefit under this Resolution and no 2002 Notes 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 2002 Notes executed on
behalf of the City shall be conclusive evidence that the 2002 Notes 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 AND
CANCEI.I..&TtQN. The Registrar shall keep books for the registration of the 2002 Notes and for
the registration of transfers of the 2002 Notes. The 2002 Notes 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
Depaz~nent 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
2002 Note, the City shall issue in the name of the transferee a new 2002 Note.
\\w~:~lrvO1\$ANFORD$\387109vOT~7/16102X16787,010900 7 Resolution No. 63-02
The City, the Paying Agent and the Registrar shall deem and treat the person in whose name
the 2002 Notes shall be registered upon the books kept by the Registrar as the absolute Owner of
such 2002 Notes, whether such 2002 Notes shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such 2002 Notes 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 2002 Notes 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 2002 Notes is exercised, the City shall
execute and the Registrar shall authenticate and deliver the 2002 Notes in accordance with the
provisions of this Resolution. The 2002 Notes 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 Depa~unent) may require the payment of a sum
sufficient to pay any tax, fee or other governmental charges required to be paid with respect to such
transfer.
The 2002 Notes 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 2002 Notes shall thereupon be
promptly canceled. The 2002 Notes 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 2002 Notes, 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 2002
NOTES. In case any 2002 Note shall become mutilated, destroyed, stolen or lost, the City shall
execute and the Registrar shall authenticate and deliver a new 2002 Note of like date, maturity and
denomination as the 2002 Note so mutilated, destroyed, stolen or lost; provided that, in the case of
any mutilated 2002 Note, such mutilated 2002 Note shall first be surrendered to the City and, in the
case of any lost, stolen or destroyed 2002 Note, 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 2002 Notes shall be about to mature or have matured, instead of issuing a duplicate 2002 Note,
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 2002 Note their reasonable fees and expenses
in connection with thi.~ transaction. Any 2002 Notes surrendered for replacement shall be canceled
in the same manner as provided in Section 2.4 hereof.
Any such duplicate 2002 Note issued pursuant to this Section shall constitute additional
contractual obligations on the part of the City, whether or not the lost, stolen or destroyed 2002
Note be at any time found by anyone, and such duplicate 2002 Note shall be entitled to equal
proportionate benefits and rights as to lien on the source and security for payment from Pledged
Revenues with the 2002 Note issued hereunder.
\\v4~4rvOl\SAHYORDSX3871Ogv07~Tl16102~167871~109008 Resolution No. 63-02
SECTION 2.6 CONDITIONS FOR ISSUANCE OF THE 2002 Notes. Prior
to the issuance of thc 2002 Notes, thc City shall comply with the following conditions:
(a) Deliver to the Bank an opinion of Bond Counsel, satisfactory to the Bank, regarding
the due authorization, execution, delivery, validity and enforceability of the 2002 Notes and the due
adoption of this Resolution (enforceability of such instruments may be subject to standard
bankruptcy exceptions and the like); and
(b) 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 2002 Notes,
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
(c) 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.
Although the 2002 Notes delivered to the Bank will set forth the notional amount of
$7,000,000, the actual principal amount of the 2002 Notes will, in all cases, be equal to the principal
amount of moneys drawn and received under the Agreement and not otherwise previously prepaid.
To the extent that the City does not issue all of the $7,000,000 in principal amount of the 2002
Notes at the time of the initial draw under the Agreement, 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 draw additional amounts under the Agreement at least two (2) Business Days prior to
the date the City intends to receive the funds. Such notice shall confirm that the City is in
compliance with terms and provisions of this Resolution and the Bond Resolution. Such additional
amounts drawn under the Agreement shall constitute additional principal amount of 2002 Notes
without any further action required.
SECTION 2.7 INCORPORATION OF TERMS OF BOND RESOLUTION:
EXCEPTION Urdcss otherwise provided in this Resolution, thc terms and provisions of the Bond
Resolution applicable to thc 2002 Notes arc incorporated herein by reference and such terms shall
have thc same effect as if expressly stated herein. Notwithstanding thc foregoing, thc Bank hereby
agrees that it will not bc necessary for the City to comply with Section 4.E of Article III of thc Bond
Resolution each time a draw is made under the Agreement.
ARTICLE III
REPRESENTATIONS, COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 3.1 2002 NOTES NOT TO BE INDEBTEDNESS OF THE CITY.
The 2002 Notes 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.
Resolution No. 63-02
No Noteholder 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 2002 Notes 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 ~002 NOTE~. The lien of the 2002 Notes on the Pledged Revenues
(other than the Sale Proceeds) shall be on parity with any of the Bonds issued pursuant to the
requirements of the Bond Resolution except as such requirements have been made not applicable by
the last sentence of Section 2.7 hereof.
SECTION3.3 2002 NOTES SECURED BY PLEDGE OF PLIgDGED
REVENUES. From and after the issuance of any of the 2002 Notes, and continuing until the
payment of all 2002 Notes as to principal and interest, the Pledged Revenues shall continue to be
pledged for the prompt payment of principal of and interest on said 2002 Notes.
SECTION 3.4 COVENANTS OF THE CITY. As long as any of the prindpal of
or interest on any of the 2002 Notes 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 2002 Notes remaining
unpaid, together with interest accrued and to accrue thereon, the City covenants with the
Noteholders as follows:
(a) 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.
Any excess amounts (other than Sale Proceeds) remaining in the Debt Service Fund after
payment has been made on the 2002 Notes 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. All income and earnings received from the investment and
\\wp~I\SANFORDS\387109vOT\7/16/02M6787~I0900 10 Resolution No. 6302
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.
~o) 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 2002 Notes as
provided herein.
(c) Budget and Other Ffi~ancial I~otmation. 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 2002 Notes 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.
(d) The City shall comply with the terms of the Bond Resolution except as set forth in
Section 2.7 hereof.
SECTION 33 REMEDIES OF NOTEHOLDERS. Subject to the provisions of
Section 4 of the Agreement and the equal tights 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 Noteholders 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 tights under the laws of the State of Florida, or granted and
contained in this Resolution, and may enforce and compel the perfon-nance 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 Noteholders 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 Noteholders the tight 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 Noteholders' fight to exercise any
remedy permitted hereunder shall be consistent with the fights afforded all registered owners of
Bonds issued pursuant to the provisions of the Bond Resolution.
SECTION 3.6 APPLICATION OF 2002 NOTES PROCEEDS. The proceeds
of the 2002 Notes shall be used to finance the costs of the 2002 Project. The City may replace all or
a portion of the 2002 Project for any other capital projects permitted under the Act; provided 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 pledge of the Pledged Revenues or the validity of the 2002
Notes and the Bank consents to such substitution.
\\v~31>~q31\$ANFORO$\~7109v07\7/l~/0'2XI~7S7~010~(X) I 1 Res~ution NO. 6302
SECTION 3.7 REPRESENTATIONS. The City has and had, as the case may be,
full legal right, power, and authority to adopt this Resolution and the Bond Resolution and to
execute and deliver the Agreement, to issue, sell, and deliver the Notes to the Bank, and to carry out
and consummate all other transactions contemphted by such instruments, and the City has complied
with all provisions of applicable hw in all material matters relating to such transactions. The City, by
this Resolution and the Bond Resolution, duly authorized the borrowing of the mount provided
for in the Agreement, the execution and delivery of the Agreement, and the issuance and delivery of
the Notes to the Bank provided for in this Resolution, and to that end the City warrants that it will
take all action and will do all things which it is authorized by hw to take and to do in order to fulfill
all covenants on its part to be performed and to provide for and to assure payment of the Notes.
The City has duly adopted this Resolution and the Bond Resolution and authorized the execution,
delivery, and performance of the Notes and the Agreement and the taking of any and all other such
action as may be required on the part of the City to carry out, give effect to and consummate the
transactions contemphted by such instruments. The Notes have been duly authorized, executed,
issued and delivered to the Bank and constitute a legal, valid and binding limited obligation of the
City enforceable in accordance with its terms and the terms of this Resolution and the Bond
Resolution, and is entitled to the benefits and security of this Resolution and the Bond Resolution.
All approvals, consents, and orders of and filings with any governmental authority or agency which
would constitute a condition precedent to the issuance of the Notes or the execution and delivery
of or the performance by the City of its obligations under such aforementioned instruments have
been obtained or made and any consents, approvals, and orders to be received or filings so made are
in full force and effect.
ARTICLE IV
MISCELL~rEOUS PROVISIONS
SECTION4.1 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 Noteholders.
SECTION 4.2 ADDITIONAL AUTHORIZATION. The Mayor, the Vice-
Mayor, the City Manager, the Finance Director, the Treasurer and any other proper offi6a! 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 $I~V]~RABILITY 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
\\wI~b-,~'Ol\SANFORDS\387109~OT~7/16/O2M6787.0109~O 12 Resolution No. 83-02
covenants, agreements or provisions, and shall in no way affect the validity of any of the other
provisions of this Resolution or of the 2002 Notes 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 EFFECTIVE DATE.
immediately upon its adoption.
This Resolution shall be effective
PASSED AND ADOPTED IN re~,l~_r session on this 16~ day of July, 2002.
FLORIDA
ATTEST:
city Clerk
THE CITY OF DELRAY BEACH,
By:.
Mayor
The foregoing resolution and the form of
2002 Note therein contained are hereby
approved by me as to form, language and
e~c~l 6~ day of July, 2002.
XXw~>~0~Xs^NroRDsx~en0s~0~xT/uamX~6~eT.0~0m0 13 Resolution No. 63-02
EXHIBIT A
LINE OF CREDIT AGREEMENT
Dated as of August 1, 2002
WHEIIRAS, Bank of America, N.A. (the "Bank"), has offered to make a closed-end line of
credit (the "Line of Credit') available to the City of Dekay Beach, Florida (the "City"), in the
principal mount of not exceeding $7,000,000 under which the City may, from time to time, make
drawings; and
WHEREAS, the City of Commission of the City of Delray Beach, Florida on December 14,
1999, adopted Resolution No. 76-99 and on July 16, 2002, adopted Resolution No. 63-02
(collectively, the "Resolutions") authorizing the issuance of not exceeding $7,000,000 in aggregate
principal amount of City of Delray Beach, Florida Revenue Notes, Series 2002 (Taxable) (the "2002
Notes") which 2002 Notes shall represent the City's obligation to reimburse the Bank for drawings
made under the Line of Credit; and
WHEREAS, the City and the Bank find it necessary to enter into this Line of Credit
Agreement (herein, the "Agreement"), to acknowledge the terms and provisions of the Resolutions
adopted by the City and the extension of the Line of Credit by the Bank.
NOW THEREFORE, the City and the Bank hereby agree as follows:
1. That the Bank shall make immediately available to the City, pursuant to the terms
and provisions of the Resolutions, the Line of Credit in an aggregate principal amount of not
exceeding $7,000,000, which shall be available to the City in one or more drawings prior to August
1, 2003.
2. That the Line of Credit shall expire on December 1, 2005. The outstanding prindpal
amount of all drawings with interest thereon, shall become due and payable in accordance with the
terms and provisions of the Resolutions.
3. That the Bank hereby accepts the terms and conditions set forth in the Resolutions
applicable to the Line of Credit.
4. The City and the Bank, for mutual consideration, each acknowledged to be received
by the other party hereto, mutually and willingly waive the fight to a trial by a jury in connection
with any and all claims by any party hereto against the other arising from or in connection with the
transactions contemplated by this Agreement or the Resolutions.
\\w~ 1 \$ANFORI~\387109v07~,7/16/02M 6787.0109(X)
A-1
Resolution No. 63-02
5. The Bank represents to the City that it is not purchasing the 2002 Notes with a view
to distributing the 2002 Notes; provided, however, that the Bank, in its sole discretion, shall be
permitted to assign or participate all or a portion of the 2002 Notes to any other financial institution
or accredited investor (subject to the requirements of Section 2.4 of Resolution No. 63-02).
6. The City agrees that the Bank may mention the transaction contemplated by this
Agreement and the Resolutions in advertising or other public information releases by the Bank.
7. To the extent any provision of this Agreement, the 2002 Notes, or the Resolutions
conflict with any prior understanding between the parties, or any term of the Request for Proposal,
the Official Bid Form or the Bank's response thereto, such prior understanding or term shall be
deemed to have been superseded by such provisions of this Agreement, the Notes or the
Resolutions, as the case may be.
8. This Agreement and the transactions contemplated herein, shall be construed
pursuant to and governed by the substantive laws of the State of Florida.
9. To the extent legally permissible, the City and the Bank agree that in any suit, action
or proceeding brought in connection with this Agreement, the Notes or the Resolutions, (including
any appeal(s) or bankruptcy, arbitrations or mediations), the prevailing party shall be entitled to
recover reasonable costs and reasonable attorneys' fees from the other party.
10. TO THE EXTENT PERMITTED BY LAW, THE CITY AND THE BANK
HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION COMMENCED BY EITHER IN
RESPECT HEREOF OR OF THE NOTES OR THE RESOLUTIONS.
11. The Bank shall not be obligated to advance any funds unless (i)the City is in
compliance with the terms of the Resolutions and this Agreement and (ii) the City delivers to the
Bank a written request for such advance, executed by the City Manager, the Finance Director, or
Treasurer, indicating the amount of the advance requested, the date on which such advance is to be
made (which shall be not less than five (5) Business Days after the date such request is received by
the Bank) and stating that the representations and warranties of the City contained in the
Resolutions are true and correct as of such date.
BANK OF AMERICA, N.A.
Date: ,2002
\\WI~>.II'VO I \SANFORDS\387109v07~7/16/02'~ 16787.010900
A-2
Resolution No. 63-02
CITY OF DELRAY BEACH, FLORIDA
By:.
Tide:
Attest
Dated: ,2002
City Clerk
\\wp~sn4~)1\SANFORDS\387109v07~7/16/02~ 16787.010900
A-3
Resolution No. 63-02
No. R-
EXHIBIT B
FORM OF 2002 NOTE
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF DELRAY BEACH, FLORIDA
REVERE NOTE, SERIES 2002 (TAXABLE)
Interest Rate Maturity. Date Dated Date
Variable December 1, 2005 ,2002
REGISTERED OWNER: ............................ BANK OF AMERICA, Ndt.- ..................
NOTIONAL PRINCIPAL
($7,000,000.00) ...........
AMOUNT: ......... SEVEN
MILLION DOLLARS
KNOW ,~I.I. 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 or optional prepayment as provided below, upon the
presentation and surrender hereof at the City's Finance Depaxixxxent 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 Depaxtxxxent 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
outstanding from time to time based on draws made by the City and received from the Bank
pursuant to the terms of the Agreement (as such terms are defined in the hereinafter described
Resolutions) and not previously prepaid with interest thereon at the applicable interest rate
calculated in the manner described below and in the Resolutions calculated on the basis of a
365/366-day year of actual days elapsed, on each Payment Date in the manner specified in the
within described Resolutions to the registered owner. The interest rate shall be equal to the sum of
one hundred percent (100%) of 180-day LIBOR, plus fifty-nine basis points (.590/0). The notional
principal amount reflects the maximum principal amount of principal authorized to be issued under
the Resolutions. 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 of the United States.
\\wl:d~-ll'vO ! \SAN FOR DS\38 ? 109~O7~ ?/! 6/02~ 1678,7.010900
B-1
Resolution No. 63-02
This Note is authorized to be issued in a principal amount of up to $7,000,000 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.
63-02 duly adopted on July 16, 2002 (collectively, the "Resolutions"), as such Resolutions may be
further amended and supplemented from time to time, and is subject to all terms and conditions of
said Resolutions. Any term used in this Note and not otherwise defined, shall have the meaning
ascribed to such term in the Resolutions.
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 Note exist, have happened
and have been performed in regular and due form and time as required by the Laws and
Constitution of the State of Florida and the Charter of the City applicable thereto, and that the
issuance of this Note is in full compliance with all constitutional or statutory limitations or
provisions.
This Note shall not be valid or become obligatory for any purpose or be entided to any
security or benefit under the Resolutions until the certificate of authentication hereon shall have
been signed by an authorized officer of the Registrar.
This Note shall bear interest at the Interest Rate, as such rate may be adjusted in accordance
with the terms of the Resolutions.
Interest shall be payable on December 1, 2002, and each June 1 and December 1 thereafter
and principal on the Notes, unless prepaid, shall be payable on June 1, 2005 (the final maturity date
of this Note); 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 Notes
shall be secured solely by the Pledged Revenues (as such term is defined in the Resolutions), and
payable from the Non-Ad Valorem Revenues (as such term is defined in the Resolutions) included
as part of the Pledged Revenues, all in the manner provided in the Resolutions.
Subject to the terms and provisions of the Section 2.2 of Resolution No. 63-02 of the City
(the "Note Resolution"), the City shall be obligated to prepay a portion of this Note, without penalty
or premium, with the Sale Proceeds (as defined in the Note Resolution). Unless the Bank provides
for an extension, the City shall be required to effect such mandatory prepayment within thirty (30)
Business Days of receipt of the Sale Proceeds. The City may also prepay this Note 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 Note, 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 two (2) Business Days prior thereto, provided that
notice of prepayment of the Notes in full shall be provided to the registered owner of the Notes at
\\wp~srvO I \SANFORDS\387109v07\7/16/02% 16787.010900
Resolution No. 63-02
least ten (10) Business Days prior thereto. Notice having been given as aforesaid, the prindpal
mount 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 Note is to be paid, upon presentation and surrender
of such Note 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 this Note is to be paid, upon presentation of such Note 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 Note in the principal amount not redeemed. Notwithstanding the provisions of clause
(ii) above, if all of the Notes 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 this Note. 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 Note shall continue to be
outstanding and to bear interest until payment thereof at the Interest Rate.
This Note 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 Note shall ever have the right to compri the
exercise of ad valorem taxing power of the City, or taxation in any form of any real property therein
to pay the Note or the interest thereon. No holder shall have a lien on any Non-Ad Valorem
Revenues until &posited into the Debt Service Fund created and established under the Note
Resolution.
The terms and provisions of the Resolutions are incorporated in this Note as though such
terms and provisions have been set out in full herein.
IN WITNESS WHEREOF, the City of Delray Beach, Florida, has caused this Note 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
Note to be dated the Dated Date set forth above.
\\Wl:~-s~o 1\SAN FORDS\387109v07~7/16/02M 6787.010900
B-3
Resolution No. 63-02
(SEAL)
CITY OF DELRAY BEACH, FLORIDA
A2TEST:
By:,
Clerk of the City of Delray Beach, Florida
By:
MAYOR
\\WI~>-S~'VO 1 \$ANFORDS\387109v07~7/I 6~)2M 6787.010900
B-4
Resolution No. 63-02
FORM OF CERTIFICATE OF AUTHENTICATION
Date of Authentication: August ,2002
This Note is the Note delivered pursuant to the within mentioned Resolution.
CITY OF DELRAY BEACH
Finance Depaxlxixent, as Registrar
By:,
Finance Director
\SAN r-.o RDS\387109vO7~ 7/16/02~ 16787.010900
B-5
Resolution No. 63-02
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 Note and all fights thereunder, and hereby irrevocably constitutes and appoints
, Attorney to transfer the within Note on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
In the presence off
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the within Note in every particular, without alteration
or en!srgement, or any change whatever.
\\WI~D-'~,~ I \SANFORDS\387109v07~7/16/02M 6787.0 t0900
B-6
Resolution No. 63-02
(1)
(2)
~IBIT C
2002 Project
Land acquisition costs, including all real estate commission, recording fees, survey costs, title
costs and related items.
All related, necessary and incidental hbor, contingency and costs of issuing 2002 Notes.
\\w[~D-IrvO1\SANFORDS\387109v07~7/16/02~16787.010900 Resolution No. 63-02
MEMORANDUM
To:
From:
Subject:
Date:
City Commission
David T. Harden, City Manager
Proposed $7,000,000 Taxable Line of Credit
July 11, 2002
The Finance Department has provided an analysis of bids received relative to a $7,000,000
Taxable L~ne of Credit agreement that shall be executed for the purpose of financing the cost of
land acquisition with respect to the Barwick Land Acquisition Project. The purpose of the Line of
Credit ~s to 1.) provide temporary taxable bank financing which is necessary due to the fact that
the City will be selling to a private developer and 2.) reimburse General Fund reserves which has
been ubhzed temporarily until the proposed Line of Credit is put into place. The Line of Credit will
be reimbursed, in part, by developer's proceeds. The draw amount relative to the 10-15 acres
used for parks and recreation will be "taken out" with permanent financing the 2nd quarter of the
next fiscal year.
The Finance Department recommends Bank of America as the provider of a $7,000,000 Line of
Credit. Bank of America bid a variable rate of the 180-day Libor plus .59% (adjusted every 180-
days) for a three (3) year term. Libor (London Interbank Offered Rate) is a common rate index
used m the field of finance. Based on the current day Libor, the rate would be 2.54% The
agreement will allow for pre-payment at any time without penalty. I concur with their
recommendation.
c: R.S. O'Connor, Treasurer
RESOLUTION NO. 63-02
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$7,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF REVENUE NOTES,
SERIES 2002 (TAXABLE) (THE "NOTES"), OF THE CITY OF DELRAY
BEACH, FLORIDA FOR THE PURPOSE OF FINANCING THE ACQUISITION
OF CERTAIN LANDS WITHIN THE CITY OF DELRAY BEACH, FLORIDA AND
ALL INCIDENTAL AND NECESSARY COSTS RELATING THERETO;
DETERMINING THE NEED FOR A NEGOTIATED SALE OF SUCH NOTES TO
BANK OF AMERICA, N.A. (THE "BANK"); PROVIDING FOR THE TERMS
AND PAYMENT OF SAID NOTES, AND THE RIGHTS, REMEDIES AND
SECURITY OF THE OWNERS THEREOF; MAKING CERTAIN COVENANTS
RELATING TO THE ISSUANCE OF SAID NOTES; APPROVING THE FORM
OF AND AUTHORIZING THE EXECUTION OF A LINE OF CREDIT
AGREEMENT WITH THE BANK; 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 acquisition of certain lands within the City of Delray Beach,
Florida; as further described on Exhibit C attached hereto and together with all incidental and
necessary costs relating thereto (the "2002 Project"); and
WHEREAS, on December 14, 1999, the City Commission did adopt 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 sedes of Bonds issued thereunder
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 a series of Bonds known as "City of Delray Beach, Flodda
Revenue Notes, Series 2002 (Taxable)" (herein, the "2002 Notes") to finance the costs of the
2002 Project, including the costs of issuing such 2002 Notes; and
WHEREAS, the principal amount of the 2002 Notes authorized under this Resolution
shall not exceed $7,000,000; and
WHEREAS, the 2002 Notes shall be secured by a pledge of and lien on the Pledged
Revenues; and
\\wpb-s~vO 1\S ANFO R DS\387109v07~7/16/02X16787.010900
Resolution No. 63-02
WHEREAS, City staff has previously solicited bids from qualified lending institutions to
provide a line of credit or term loan as the vehicle by which the 2002 Notes are to be issued and
the 2002 Project is to be financed; and
WHEREAS, City staff has determined and the City Commission hereby concurs that
Bank of America, N.A., a national banking association organized under the laws of the United
States of America 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 2002,
and other factors described herein, it would be in the best interest of the City to sell the 2002
Notes to the Bank on a negotiated basis pursuant to the terms and provisions of the Bond
Resolution, this Resolution and that certain Line of Credit Agreement expected to be dated as of
August 1, 2002 (herein, the "Agreement") by and between the City and the Bank in substantially
the form attached hereto as Exhibit A.
NOW, THEREFORE, be it resolved by the City Commission of the City of Delray Beach,
Flodda, 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, Flodda, as amended and
supplemented, the Flodda 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 that the 2002 Project be financed from all or a
part of the proceeds derived from the 2002 Notes 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.
(b) That it is necessary and in the best economic interest of the City to acquire the
2002 Project in order to provide the lands necessary for redevelopment purposes, both
commercial and residential, and to provide for park and other recreation uses.
(c) That the 2002 Project will serve a valid municipal purpose.
(d) That the cost of the 2002 Project shall be deemed to include, but not be limited
to, the cost of acquiring all or a portion of the lands constituting the 2002 Project, the cost of all
other real or personal property necessary therefor; administrative expenses; survey, title, and
legal expenses; real estate commissions; 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, licenses and permits, if any; and such other expenses as may be
necessary or incidental to the financing of the 2002 Project and the issuance of the 2002 Notes
herein authorized.
\\wpb-s~O1\$^NFORO$\387109v07\7116/02\16787,0109002 Resolution No. 63-02
(e) That the principal of and interest on the 2002 Notes shall be secured solely by
the Pledged Revenues provided that the Owner of the 2002 Notes 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 2002 Notes, and the 2002 Notes 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 2002 Notes, has
determined that the best qualified bid for the 2002 Notes was delivered by the Bank.
(g) That the negotiated sale of the 2002 Notes to the Bank is in the best interest of
the City by reason of the nature of and schedule for the acquisition of the lands comprising the
2002 Project and the subsequent sale of certain parcels thereof, 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) That pursuant to the provisions of the Bond Resolution and this Resolution, the
City may issue obligations secured by Pledged Revenues.
(j) That any capitalized term not otherwise defined herein, shall have the meaning
ascdbed 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.
"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, Flodda, a municipal corporation in the County
of Palm Beach, State of Florida, and its successors and assigns.
"City Commission" shall mean the duly constituted goveming body of the City.
"Interest Rate" shall mean with respect to the 2002 Notes, a vadable rate of interest on
the 2002 Notes which, shall be equal to the sum of one hundred percent (100%) of 180-day
LIBOR, plus fifty-nine basis points (59%). The Interest Rate shall be adjusted every 180 days
and shall be calculated on the basis of a 365/366 day year for actual days elapsed
"LIBOR" shall mean the London Interbank Offered Rate offered by a specific group of
London banks for U.S. dollar deposits of a stated maturity. LIBOR will be that rate as shown on
the Telerate System, page 3750.
\\wpb-s~Ol\SANFORDS\387109vOTXT/16/02\16787 010900 3 Resolution No. 63-02
"Maturity Date" shall mean, with respect to the unpaid principal of and interest on the
2002 Notes, December 1,2005.
"2002 Notes" shall mean the not to exceed $7,000,000 aggregate principal amount of
Revenue Notes, Series 2002 (Taxable), authorized by the Bond Resolution and this Resolution.
"Owner," "Noteholder" 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 2002
Notes; provided no Noteholder may be the registered owner of less than $1,000,000 in the
aggregate principal amount of the 2002 Notes.
"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 2002 Notes, each June 1 and
December 1, commencing December 1, 2002 and with respect to scheduled principal on the
2002 Notes, the Maturity Date, and, prior to the Maturity Date, on any date the principal of the
2002 Notes is optionally or mandatorily 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.
"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, (iii) the Sale Proceeds and (iv) any other moneys deposited in the Debt Service
Fund or received by the Paying Agent in connection with the repayment of any 2002 Notes.
"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.
"Sale Proceeds" shall mean the net proceeds received by the City from the sale of a
portion of the lands comprising the 2002 Project.
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 THIS RESOLUTION AND BOND RESOLUTION CONSTITUTE
CONTRACT. In consideration of the acceptance of the 2002 Notes 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
Noteholder 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 Noteholder.
\\wpb-a'vO1\SANFORD$\387109v07\7/16/02\16787.010900 4 Resolution No. 63-02
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 2002 NOTES
SECTION 2.1 AUTHORIZATION OF 2002 NOTES. 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 Notes, Series 2002 (Taxable)" are hereby authorized to be
issued in the aggregate principal amount of not exceeding Seven Million Dollars ($7,000,000)
for the purpose of financing the costs of the 2002 Project. Until repaid, the principal amount of
the 2002 Notes will be equal to the principal amounts drawn and received by the City under the
Agreement.
SECTION 2.2 DESCRIPTION OF 2002 NOTES. Notwithstanding the form of Bonds
set forth in the Bond Resolution, the text of the 2002 Notes 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 2002 Notes (initially issued in one (1) typewritten certificate) shall be dated the date
of initial issuance. The 2002 Notes shall bear interest on the outstanding principal amount of
the 2002 Notes from time to time at the Interest Rate and shall be payable on each Payment
Date, commencing December 1, 2002. Unless all or a portion of the 2002 Notes is optionally or
mandatorily prepaid in accordance with the terms of this Resolution, the outstanding principal of
the 2002 Notes shall be payable on the Maturity Date. The 2002 Notes shall be issued in
registered form
Principal and interest on the 2002 Notes 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 2002 Notes shall be numbered in such manner as
may be prescribed by the Registrar.
The 2002 Notes 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.
The City shall be obligated to prepay a portion of the 2002 Notes, without penalty or
premium, within thirty (30) days of receipt of any Sale Proceeds. The City may also prepay the
2002 Notes 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 2002 Notes, 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
two (2) Business Days prior thereto, provided that notice of prepayment of the 2002 Notes in full
shall be provided to the registered owner of the 2002 Notes at least 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 the 2002 Notes is to be paid, upon presentation and surrender of the
2002 Note or 2002 Notes 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 2002 Notes is to be paid, upon presentation of such 2002 Note or
2002 Notes at the office of the Paying Agent (the designated corporate trust office, if the Paying
Resolution No. 63-02
Agent is not the City's Finance Department) for notation thereon of the amount of principal then
paid or for issuance of a replacement 2002 Note in the principal amount not redeemed.
Notwithstanding the provisions of clause (ii) above, if all of the 2002 Notes 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 2002 Notes. 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 2002 Notes shall continue to be outstanding and to
bear interest until payment thereof at the interest Rate.
SECTION 2.3 EXECUTION OF THE 2002 NOTES. The 2002 Notes 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 2002 Notes
may be manual or facsimile signatures. In case any one or more of the officers who shall have
signed or sealed the 2002 Notes shall cease to be such officer of the City before the 2002 Notes
so signed and sealed shall have been actually sold and delivered, such 2002 Notes may
nevertheless be sold and delivered as herein provided and may be issued as if the person who
signed or sealed such 2002 Notes had not ceased to hold such office. The 2002 Notes may be
signed and sealed on behalf of the City by such person who at the actual time of the execution
of the 2002 Notes shall hold the proper office, although at the date the 2002 Notes shall be
actually delivered such person may not have held such office or may not have been so
authodzed.
The 2002 Notes 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 2002 Notes as shall bear thereon such certificate of
authentication shall be entitled to any fight or benefit under this Resolution and no 2002 Notes
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
2002 Notes executed on behalf of the City shall be conclusive evidence that the 2002 Notes 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 AND CANCELLATION. The
Registrar shall keep books for the registration of the 2002 Notes and for the registration of
transfers of the 2002 Notes. The 2002 Notes 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 wdting 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 2002 Note, the City shall issue in the name of the transferee a new 2002
Note.
\\wpb-a'~Ol\$ANFORD$\387109v07\T/16/02~16787.010900 6 Resolution No. 63-02
The City, the Paying Agent and the Registrar shall deem and treat the person in whose
name the 2002 Notes shall be registered upon the books kept by the Registrar as the absolute
Owner of such 2002 Notes, whether such 2002 Notes shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal of and interest on such 2002 Notes 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 2002 Notes 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 2002 Notes is exercised, the City
shall execute and the Registrar shall authenticate and deliver the 2002 Notes in accordance
with the provisions of this Resolution. The 2002 Notes 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
payment of a sum sufficient to pay any tax, fee or other governmental charges required to be
paid with respect to such transfer.
The 2002 Notes 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 2002 Notes shall
thereupon be promptly canceled. The 2002 Notes 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 2002 Notes, 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 2002 NOTES. In
case any 2002 Note shall become mutilated, destroyed, stolen or lost, the City shall execute
and the Registrar shall authenticate and deliver a new 2002 Note of like date, maturity and
denomination as the 2002 Note so mutilated, destroyed, stolen or lost; provided that, in the case
of any mutilated 2002 Note, such mutilated 2002 Note shall first be surrendered to the City and,
in the case of any lost, stolen or destroyed 2002 Note, 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 2002 Notes shall be about to mature or have matured, instead of issuing
a duplicate 2002 Note, 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 2002 Note their
reasonable fees and expenses in connection with this transaction. Any 2002 Notes surrendered
for replacement shall be canceled in the same manner as provided in Section 2.4 hereof.
Any such duplicate 2002 Note issued pursuant to this Section shall constitute additional
contractual obligations on the part of the City, whether or not the lost, stolen or destroyed 2002
Note be at any time found by anyone, and such duplicate 2002 Note shall be entitled to equal
proportionate benefits and dghts as to lien on the source and security for payment from Pledged
Revenues with the 2002 Note issued hereunder.
SECTION 2.6 CONDITIONS FOR ISSUANCE OF THE 2002 Notes. Prior to the
issuance of the 2002 Notes, the City shall comply with the following conditions:
(a) Deliver to the Bank an opinion of Bond Counsel, satisfactory to the Bank,
regarding the due authorization, execution, delivery, validity and enforceability of the 2002
\\wPb'srvOl\SANFORDS\387109vO7X7116/02\]t~787'010¢IO0 7 Resolution No. 63-02
Notes and the due adoption of this Resolution (enforceability of such instruments may be
subject to standard bankruptcy exceptions and the like); and
(b) 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 2002
Notes, 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
(c) 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.
Although the 2002 Notes delivered to the Bank will set forth the notional amount of
$7,000,000, the actual principal amount of the 2002 Notes will, in all cases, be equal to the
principal amount of moneys drawn and received under the Agreement and not otherwise
previously prepaid. To the extent that the City does not issue all of the $7,000,000 in principal
amount of the 2002 Notes at the time of the initial draw under the Agreement, 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 draw additional amounts under the Agreement at least two (2)
Business Days prior to the date the City intends to receive the funds. Such notice shall confirm
that the City is in compliance with terms and provisions of this Resolution and the Bond
Resolution. Such additional amounts drawn under the Agreement shall constitute additional
principal amount of 2002 Notes without any further action required.
SECTION 2.7 INCORPORATION OF TERMS OF BOND RESOLUTION;
EXCEPTION Unless otherwise provided in this Resolution, the terms and provisions of the
Bond Resolution applicable to the 2002 Notes are incorporated herein by reference and such
terms shall have the same effect as if expressly stated herein. Notwithstanding the foregoing,
the Bank hereby agrees that it will not be necessary for the City to comply with Section 4. E of
Article III of the Bond Resolution each time a draw is made under the Agreement.
ARTICLE III
REPRESENTATIONS, COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 3.1 2002 NOTES NOT TO BE INDEBTEDNESS OF THE CITY. The
2002 Notes 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 Noteholder 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 2002
Notes 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 2002 NOTES. The lien of the 2002 Notes on the Pledged Revenues
(other than the Sale Proceeds) shall be on parity with any of the Bonds issued pursuant to the
requirements of the Bond Resolution except as such requirements have been made not
applicable by the last sentence of Section 2.7 hereof.
SECTION 3.3 2002 NOTES SECURED BY PLEDGE OF PLEDGED REVENUES.
From and after the issuance of any of the 2002 Notes, and continuing until the payment of all
\\wpb-mvOI\SANFORDS\3~7509v07~TII6102\ll.787.010900 8 Resolution No. 63-02
2002 Notes as to principal and interest, the Pledged Revenues shall continue to be pledged for
the prompt payment of principal of and interest on said 2002 Notes.
SECTION 3.4 COVENANTS OF THE CITY. As long as any of the principal of or
interest on any of the 2002 Notes 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 2002 Notes remaining
unpaid, together with interest accrued and to accrue thereon, the City covenants with the
Noteholders as follows:
(a) 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 ~n 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.
Any excess amounts (other than Sale Proceeds) remaining in the Debt Service Fund
after payment has been made on the 2002 Notes 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 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.
(b) 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 2002
Notes as provided herein.
(c) 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 2002 Notes 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.
(d) The City shall comply with the terms of the Bond Resolution except as set forth in
Section 2.7 hereof.
\\wpb-srvOl\SANFORD$\387109vOTX7/16/O2X167870109009 Resolution No. 63-02
SECTION 3.5 REMEDIES OF NOTEHOLDERS. Subject to the provisions of
Section 4 of the Agreement and the equal dghts 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 Noteholders may, in addition to any remedy set forth in this
Resolution, either at law or in equity, by su~t, action, mandamus or other proceeding in any court
of competent jurisdiction, protect and enforce any and all dghts 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 Noteholders
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
Noteholders 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 Noteholders' 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 2002 NOTES PROCEEDS. The proceeds of the
2002 Notes shall be used to finance the costs of the 2002 Project. The City may replace all or a
portion of the 2002 Project for any other capital projects permitted under the Act; provided 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 pledge of the Pledged Revenues or the validity of the
2002 Notes and the Bank consents to such substitution.
SECTION 3.7 REPRESENTATIONS. The City has and had, as the case may be,
full legal dght, power, and authority to adopt this Resolution and the Bond Resolution and to
execute and deliver the Agreement, to issue, sell, and deliver the Notes to the Bank, and to
carry out and consummate all other transactions contemplated by such instruments, and the
City has complied with all provisions of applicable law in all material matters relating to such
transactions. The City, by this Resolution and the Bond Resolution, duly authorized the
borrowing of the amount provided for in the Agreement, the execution and delivery of the
Agreement, and the issuance and delivery of the Notes to the Bank provided for in this
Resolution, and to that end the City warrants that it will take all action and will do all things
which it is authorized by law to take and to do in order to fulfill all covenants on its part to be
performed and to provide for and to assure payment of the Notes. The City has duly adopted
this Resolution and the Bond Resolution and authorized the execution, delivery, and
performance of the Notes and the Agreement and the taking of any and all other such action as
may be required on the part of the City to carry out, give effect to and consummate the
transactions contemplated by such instruments. The Notes have been duly authorized,
executed, issued and delivered to the Bank and constitute a legal, valid and binding limited
obligation of the City enforceable in accordance with its terms and the terms of this Resolution
and the Bond Resolution, and is entitled to the benefits and security of this Resolution and the
Bond Resolution. All approvals, consents, and orders of and filings with any governmental
authority or agency which would constitute a condition precedent to the issuance of the Notes or
the execution and delivery of or the performance by the City of its obligations under such
aforementioned instruments have been obtained or made and any consents, approvals, and
orders to be received or filings so made are in full force and effect.
\\wpb-s~O1\$ANFORDS\387109v07\7/16/02\16787.010900 10 Resolution No. 63-02
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 Noteholders.
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 2002 Notes 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
PASSED AND ADOPTED IN regular session on this 16th day of July, 2002.
ATTEST:
By:.
City Clerk
The foregoing resolution and the form of
2002 Note therein contained are hereby
approved by me as to form, language and
execution this 16th day of July, 2002.
THE CITY OF DELRAY BEACH, FLORIDA
By:¸
Mayor
By:,
City Attorney
\\wpb-st~O]\$ANFOED$\387]Ogv07'~7/16/02\]6787.010900 11 Resolution No. 63-02
EXHIBIT A
LINE OF CREDIT AGREEMENT
Dated as of August 1, 2002
WHEREAS, Bank of Amedca, N.A. (the "Bank"), has offered to make a closed-end line
of credit (the "Line of Credit') available to the City of Delray Beach, Florida (the "City"), in the
principal amount of not exceeding $7,000,000 under which the City may, from time to time,
make drawings; and
WHEREAS, the City of Commission of the City of Delray Beach, Flodda on December
14, 1999, adopted Resolution No. 76-99 and on July 16, 2002, adopted Resolution No. 63-02
(collectively, the "Resolutions") authorizing the issuance of not exceeding $7,000,000 in
aggregate principal amount of City of Delray Beach, Florida Revenue Notes, Series 2002
(Taxable) (the "2002 Notes") which 2002 Notes shall represent the City's obligation to reimburse
the Bank for drawings made under the Line of Credit; and
WHEREAS, the City and the Bank find it necessary to enter into this Line of Credit
Agreement (herein, the "Agreement"), to acknowledge the terms and provisions of the
Resolutions adopted by the City and the extension of the Line of Credit by the Bank.
NOW THEREFORE, the City and the Bank hereby agree as follows:
1. That the Bank shall make immediately available to the City, pursuant to the terms
and provisions of the Resolutions, the Line of Credit in an aggregate principal amount of not
exceeding $7,000,000, which shall be available to the City in one or more drawings prior to
August 1, 2003.
2. That the Line of Credit shall expire on December 1, 2005. The outstanding
principal amount of all drawings with interest thereon, shall become due and payable in
accordance with the terms and provisions of the Resolutions.
3. That the Bank hereby accepts the terms and conditions set forth in the
Resolutions applicable to the Line of Credit.
4. The City and the Bank, for mutual consideration, each acknowledged to be
received by the other party hereto, mutually and willingly waive the dght to a trial by a jury in
connection with any and all claims by any party hereto against the other arising from or in
connection with the transactions contemplated by this Agreement or the Resolutions.
5. The Bank represents to the City that it is not purchasing the 2002 Notes with a
view to distributing the 2002 Notes; provided, however, that the Bank, in its sole discretion, shall
be permitted to assign or participate all or a portion of the 2002 Notes to any other financial
institution or accredited investor (subject to the requirements of Section 2.4 of Resolution No.
63-02).
6. The City agrees that the Bank may mention the transaction contemplated by this
Agreement and the Resolutions in advertising or other public information releases by the Bank.
\\wpb-srvO1\SANFORDS\387109v07~7/16/02\16787.010900
Resolution No. 63-02
7. To the extent any provision of this Agreement, the 2002 Notes, or the Resolutions
conflict with any prior understanding between the parties, or any term of the Request for
Proposal, the Official Bid Form or the Bank's response thereto, such prior understanding or term
shall be deemed to have been superseded by such provisions of this Agreement, the Notes or
the Resolutions, as the case may be.
8. This Agreement and the transactions contemplated herein, shall be construed
pursuant to and governed by the substantive laws of the State of Florida.
9. To the extent legally permissible, the City and the Bank agree that in any suit,
action or proceeding brought in connection with this Agreement, the Notes or the Resolutions,
(including any appeal(s) or bankruptcy, arbitrations or mediations), the prevailing party shall be
entitled to recover reasonable costs and reasonable attorneys' fees from the other party.
10. TO THE EXTENT PERMITTED BY LAW, THE CITY AND THE BANK HEREBY
WAIVE TRIAL BY JURY IN ANY LITIGATION COMMENCED BY EITHER IN RESPECT
HEREOF OR OF THE NOTES OR THE RESOLUTIONS.
11. The Bank shall not be obligated to advance any funds unless (i) the City is in
compliance with the terms of the Resolutions and this Agreement and (ii) the City delivers to the
Bank a written request for such advance, executed by the City Manager, the Finance Director,
or Treasurer, indicating the amount of the advance requested, the date on which such advance
is to be made (which shall be not less than five (5) Business Days after the date such request is
received by the Bank) and stating that the representations and warranties of the City contained
in the Resolutions are true and correct as of such date.
BANK OF AMERICA, N.A.
By:
Title:
Date: ,2002
(SEAL)
CITY OF DELRAY BEACH, FLORIDA
Attest
By:,
Title:
Dated: ,2002
City Clerk
\\wpb-srv01\SANFORDS\387109v07~7/16/02\16787.010900
A-2
Resolution No. 63-02
No. R-
EXHIBIT B
FORM OF 2002 NOTE
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF DELRAY BEACH, FLORIDA
REVENUE NOTE, SERIES 2002 (TAXABLE)
Interest Rate Maturity Date Dated Date
Variable December 1, 2005 ,2002
REGISTERED OWNER: ............................ BANK OF AMERICA, N.A.- .............................
NOTIONAL PRINCIPAL AMOUNT: ......... SEVEN MILLION DOLLARS ($7,000,000.00).--
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray Beach (the "City") in
Palm Beach County, Flodda, 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 or optional 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 outstanding from time to time based on draws made by
the City and received from the Bank pursuant to the terms of the Agreement (as such terms are
defined in the hereinafter described Resolutions) and not previously prepaid with interest
thereon at the applicable interest rate calculated in the manner described below and in the
Resolutions calculated on the basis of a 365/366-day year of actual days elapsed, on each
Payment Date in the manner specified in the within described Resolutions to the registered
owner. The interest rate shall be equal to the sum of one hundred percent (100%) of 180-day
LIBOR, plus fifty-nine basis points (.59%). The notional principal amount reflects the maximum
principal amount of principal authorized to be issued under the Resolutions. 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 of the United States.
This Note is authorized to be issued in a principal amount of up to $7,000,000 under the
authority of and in full compliance with the Constitution and statutes of the State of Florida,
including, particularly, Chapter 166, Flodda Statutes, as amended and supplemented, the
Charter of the City of Delray Beach, Florida, as amended and supplemented, and other
applicable provisions of law (the "Act"), and Resolution No. 76-99 duly adopted on
December 14, 1999 and Resolution No. 63-02 duly adopted on July 16, 2002 (collectively, the
"Resolutions"), as such Resolutions may be further amended and supplemented from time to
time, and is subject to all terms and conditions of said Resolutions. Any term used in this Note
and not otherwise defined, shall have the meaning ascribed to such term in the Resolutions.
\\wpb-s~,01 \SANFORD$\387109v07'",7/16/02~ 16787.010900
B-1
Resolution No. 63-02
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 Note exist, have
happened and have been performed in regular and due form and time as required by the Laws
and Constitution of the State of Florida and the Charter of the City applicable thereto, and that
the issuance of this Note is in full compliance with all constitutional or statutory limitations or
provisions.
This Note shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolutions until the certificate of authentication hereon shall have
been signed by an authorized officer of the Registrar.
This Note shall bear interest at the Interest Rate, as such rate may be adjusted in
accordance with the terms of the Resolutions.
Interest shall be payable on December 1, 2002, and each June 1 and December 1
thereafter and principal on the Notes, unless prepaid, shall be payable on June 1, 2005 (the
final maturity date of this Note); 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 Notes shall be secured solely by the Pledged Revenues (as such term is
defined in the Resolutions), and payable from the Non-Ad Valorem Revenues (as such term is
defined in the Resolutions) included as part of the Pledged Revenues, all in the manner
provided in the Resolutions.
Subject to the terms and provisions of the Section 2.2 of Resolution No. 63-02 of the City
(the "Note Resolution"), the City shall be obligated to prepay a portion of this Note, without
penalty or premium, with the Sale Proceeds (as defined in the Note Resolution). Unless the
Bank provides for an extension, the City shall be required to effect such mandatory prepayment
within thirty (30) Business Days of receipt of the Sale Proceeds. The City may also prepay this
Note 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 Note, 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 two (2) Business Days
prior thereto, provided that notice of prepayment of the Notes in full shall be provided to the
registered owner of the Notes at least 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
Note is to be paid, upon presentation and surrender of such Note 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 this Note is to be
paid, upon presentation of such Note 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 Note in the principal amount not
redeemed. Notwithstanding the provisions of clause (ii) above, if all of the Notes 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 this Note. 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 Note shall continue to be outstanding and to bear interest
until payment thereof at the Interest Rate.
\\wpb-srv01 \SANFORD$\387109v07~7/16/02~16787 010900
B-2
Resolution No. 63-02
This Note 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 Note shall ever have the dght 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 Note 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 Note Resolution.
The terms and provisions of the Resolutions are incorporated in this Note as though
such terms and provisions have been set out in full herein.
IN WITNESS WHEREOF, the City of Delray Beach, Flodda, has caused this Note 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 Note to be dated the Dated Date set forth above.
(SEAL)
CITY OF DELRAY BEACH, FLORIDA
ATTEST: By:
By:.
Clerk of the City of Delray Beach, Florida
Mayor
\\wpb-:sl'v01\S ANFOR DS\387109v07~7/16/02\16787.010900
B-3
Resolution No. 63-02
FORM OF CERTIFICATE OF AUTHENTICATION
Date of Authentication: August ,2002
This Note is the Note delivered pursuant to the within mentioned Resolution.
CITY OF DELRAY BEACH
Finance Department, as Registrar
By:,
Finance Director
\\wpb-srv01 \SANFORDS\387109v07~7/16102\ 16787.010900
B-4
Resolution No. 63-02
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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints
, Attorney to transfer the within Note 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 Note in every particular, without
alteration or enlargement, or any change whatever.
\\wpb-s~vO1 \SANFORDS\387109v07~7/16/02\16787.010900
8-5
Resolution No. 63-02
EXHIBIT C
2002 Project
(1) Land acquisition costs, including all real estate commission, recording fees, survey
costs, title costs and related items.
(2)
All related, necessary and incidental labor, contingency and costs of issuing 2002 Notes.
\\wpb-srvOl\SANFORD$\387109v07~7/16102~16787.010900 Resolution No. 63-02
MEMORANDUM
To:
From.
Thru:
Subject:
Date:
David T. Harden, City Manager
Rebecca S. O'Connor, Treasurer
Joseph M. ~ector of Finance
Proposed $7,000,000 Taxable Line of Credit
July 11, 2002
Backflround
On June 18, 2002, the City Finance Department received bids for the above referenced f~nancing
(the "Line of Credit"). The $7,000,000 Line of Credit will provide taxable financing to refund
General Fund reserves which were temporarily utilized to purchase approximately 54.5 acres
north of the L31 canal, west of Barwick Road, South of the L30 Canal and east of South Military
Trail. Taxable financing is necessary due to the fact that the City will be selhng to a private
developer.
All but 10-15 acres of the land will in turn be re-sold to a developer for the construction of
commercial and middle income housing development. The developer's proceeds will repay the
Line of Credit, in part. The draws relative to the 10-15 acres will be "taken out" with permanent
financing subsequent to repayment by the developer
Term
We asked that the banks make their bids based on a 3-year term providing a taxable variable
rate. The term will match the $22,000,000 Line of Credit (tax exempt variable rate financing)
previously executed.
Security
The Line of Credit will be secured by a pledge to budget and appropriate on an annual basis from
non-ad valorem revenues the amount sufficient to pay debt service. The principal drawn under
the Line of credit will be secured by a first hen on the proceeds of the sale of property and the
proceeds of the "take out" bonds.
.Prepayment Provisions/Gross-up Provisions
The City asked the banks to bid with and without a "pre-payment penalty". The "pro-payment
penalty" is a fee charged or a premium paid by the City in the event the City chooses to pre-pay
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 pre-payment.
If the rates are higher at the time of pre-payment there would be no pre-payment penalty.
Bid Responses
The City received responses from Bank of America and First Union. (See Attachment A) We
asked for a rate with penalty Option (1) and without penalty (Option 2) on a taxable variable rate
basis.
Request to be placed on:
x Regular Agenda
When: July 16., 2002..
Agenda Item No.:
AGENDA REQUEST
Date: 3uly 11, 2002
Special Agenda
Workshop Agenda
Description of agenda item (who., what, where, how much):
Approve Resolution No~ 69-02 authorizing the issuance nf r~v~n,,, hnn~.~ nnt tn
exceed $7:000:~_-. ~pprnv~ng rhe form ~__~_d exect._,ien cf a Line of Credit Agrcamcnt
w~th BAnk .nf Amer.ic=- and determine the dctai!g thereof.
ORDINA/~CE/ RESOLUTION REQUIRED: .YES/NO Draft Attached: YES/NO
Recommendation: Approve Resolution No. 63-02
Department Head Signature: ~ /
Determination of Consistency witch Comprehensive Plan:
City Attorney Review/ Recommendation (if applicable):
Budget Director
of funds):
Review (required on all items involving expenditure
Funding available: YES/ NO
Funding altornatives:
Account No. & D~scription:
Account Balance:
N/A
(if applicable)
City Manager Review:
Approved for agenda:
Hold Until:
Agenda Coordinator Review:
Received:
Action:
Approved/Disapproved