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Res 92-92 RESOLUTION NO. 92-92 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF THE NOT EXCEED- ING $3,000,000 PRINCIPAL AMOUNT GENERAL OBLIGATION BOND ANTICIPATION NOTE, SERIES 1992A, OF THE CITY OF DELRAY BEACH, FLORIDA, PURSUANT TO A LINE OF CREDIT MADE AVAILABLE THROUGH BARNETT BANK OF PAI/~ BEACH COUNTY FOR THE I~JI~UOSE OF PROVIDING SHORT-TERM FINANCING FOR VARIOUS DECADE OF EXCELLENCE PROJECTS INCLUDING BUT NOT Lr~ITED TO THE CO~T OF DESIGN, ENGINEERING AND CONSTRUCTION OF VARIOUS FIRE FACILITIES PROJECTS; PROVIDING FOR THE TE~MS AND PAYMENT OF SAID GENERAL OBLIGATION BOND ANTICIPATION NOTE, SERIES 1992A, AND THE RIGHTS, RE~R. DIES AND SEC73RITY OF THE OWNERS THEREOF; MAKING CERTAIN COVENANTS REIATING TO THE ISSUANCE OF SAID GENERAL OBLIGATION BOND ANTICIPATION NOTE, SERIES 1992A; AtF~HORIZING THE PROPER OFFICERS OF THE CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNEC- TION WITH THE ISSUANCE OF SAID NOTE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on the 21st day of November 1989, a majority of the qualified electors of the City of Delray Beach, Florida (the "City"), approved the issuance of not exceeding $21,492,000 General Obligation Bonds (Decade of Excellence Program) to pay the cost of the acquisition, design, engineering, construction, reconstruction, equipping and improvement of certain fire, recreational and cultural facilities of the City and neighborhood improvements, streets, side- walks, alleys, lands and roadways (each referred to as a "Project" and collectively as "Decade of Excellence Projects" or "Projects"), 'as more fully described in Resolution No. 77-89, adopted by the City Commission of the City (the "Commission") on October 16, 1989; and WHEREAS, on the 12th day of December 1989, the Commission adopted Resolution No. 98-89 (the "Bond Resolution") authorizing the issuance, in one or more series, of not exceeding $21,492,000 City of Delray Beach, Florida, General Obligation Bonds (Decade of Excellence Program) (the "Decade of Excellence Bonds"); and WHEREAS, on June 12, 1990, the City did issue a portion of its Decade of Excellence Bonds in the principal amount of $11,280,000 being denominated as its General Obligation Bonds, Series 1990 (Decade of Excellence Program), to finance a portion of the costs of the Projects; and -1- Res. No. 92-92 WHEREAS, although the City intends to issue the remaining portion of its Decade of Excellence Bonds in fiscal year 1993-1994, it is in immediate need for short-term financing to complete the funding of various Decade of Excellence Projects, including but not limited to the funding of Fire Station Number One and Fire Station Number Five (herein referred to as the "Fire Facilities Project"); and WHEREAS, the Fire Facilities Project is one of the Projects authorized by the bond referendum held on November 21, 1989; and WHEREAS, the Bond Resolution authorizes the City, if it determines it to be in the best financial interest of the City, to issue bond anticipation notes in order to temporarily finance the cost of the acquisition and construction of the Projects; and WHEREAS, the City Commission hereby finds it to be in the best financial interest of the City to authorize the issuance of n~t exceeding $3,000,000 in aggregate principal amount of a General Obligation Bond Anticipation Note, Series 1992A (the "Note"), for the purpose of providing short-term financing for various Decade of Excellence Projects, including but not limited to the financing the Fire Facilities Project; and WHEREAS, pursua-nt to that certain Agreement Regarding Line of Credit, dated as of September 1, 1992 (the "Line of Credit Agreement"), by and between Barnett Bank of Palm Beach County (the "Bank"), and the Cit~, the Bank has agreed to make available to the City a closed-end line of credit in the aggregate principal amount of not exceeding $3,000,000 (the "Line of Credit"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: ARTICLE I STATUTORY AUTHORITY; FINDINGS AND DEFINITIONS SECTION 1.1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Charter of the City of Delray Beach, Florida, as amended and supplemented, the Florida Constitution, Chapter 166 and Section 215.431, Florida Statutes, as amended and supplemented, and other applicable provisions of law. -2- Res. No. 92-92 SECTION 1.2. FINDINGS. It is hereby ascertained, determined and declared: A. That the recitals hereinabove set forth are adopted by the City. B. That, in light of the need to finance the cost of design, engineering and construction of various Decade of Excellence Projects including but not limited to the Fire Facilities Project, and in light of the complexity and short-term nature of this financ- ing, the City finds that it is in the best interest of the City to enter into a negotiated sale of the Note to the Bank. C. That the Note authorized herein shall have a first lien of the proceeds of the Bonds. D. That the cost of the Decade of Excellence Projects shall be deemed to include, but not be limited to, the cost of con- struction and improvements, the cost of real estate, including ease- ments and other interests therein, or any other property real or per- sonal, necessary therefor; administrative expenses; engineering, design and legal expenses; expenses for fiscal agents or financial services; expenses for plans, specifications and surveys; and such other expenses as may be necessary or incidental to the Decade of Excellence Projects and the issuance of the Note herein authorized. E. That the principal of and interest on the Note shall be paid solely from the first proceeds of the Bonds. F. That the Line of Credit Agreement, in the form attached hereto as Exhibit B, is hereby approved and that the Mayor and City Clerk are hereby authorized to execute the same on behalf of the City. SECTION 1.3. DEFINITIONS. That all terms defined in the recitals to this Resolution shall, unless expressly provided other- wise, have such meanings throughout this Resolution. In addition, the following terms shall have the following meanings unless the con- text otherwise clearly requires (provided, however, that any capital- ized term used herein and not otherwise described shall have the meaning ascribed to such terms in the Bond Resolution): (a) "Act" shall mean the Florida Constitution, Chapter 166 and Section 215.431 of the Florida Statutes, as amended and supple- mented, and the Charter of the City of Delray Beach, Florida, as amended and supplemented, and other applicable provisions of the law. -3- Res. No. 92-92 (b) "Bank" shall mean Barnett Bank of Palm Beach County, the Noteholder. (c) "Bond Counsel" shall mean Mudge Rose Guthrie Alexander & Ferdon. (d) "Bond Resolution" shall mean Resolution No. 98-89 adopted by the City Commission on December 12, 1989, authorizing the issuance of the Decade of Excellence Bonds, as amended and supplemented. (e) "Bonds" shall mean the Decade of Excellence Bonds authorized but not yet issued in the aggregate principal amount of not exceeding $10,212,000 pursuant to the terms and provisions of the Bond Resolution. (f) "City" shall mean the City of ~elray Beach, Florida, a municipal corporation in the County of Palm Beach, State of Florida, and its successors and assigns. (g) "City Commission" shall mean the duly constituted gov- erning body of the City. (h) "Code" shall mean the Internal Revenue Code of 1986, as amended, the applicable Treasury Regulations promulgated thereun- der and any administrative or judicial interpretations of the same published in a form on which the City may rely as a matter of law. (i) "Interest Rate" shall mean the rate of interest on the Note which, when calculated on a 365/366-day basis on the actual number of days elapsed, shall be equal to four and seventy hundredths percent (4.70%) per annum. (j) "Maturity Date"" shall mean with respect to the prin- cipal of and-interest on the Note, Decembe~ 31, 1993. - (k) "Note" shall mean the not exceeding $3,000,000 aggre- gate principal amount of General Obligation Bond Anticipation Note, Series 1992A, authorized by this Resolution and the Bond Resolution. (1) "Noteholder" or "Owner" or "Holder" or any similar term shall mean any person who shall be the registered owner of the No~e outstanding under this Resolution. The Bank shall be the ini- tial Noteholder. (m) "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 -4- Res. No. 92-92 bank or trust company that may be appointed by the City to act as Paying Agent hereunder. (n) ,,Payment Date" shall mean the Maturity Date or any prior date the principal of the Note is optionally prepaid in whole or in part. (o) "Registrar" shall mean the City's Finance Department or, if the City Commission shall so determine by subsequent proceed- ing, any bank or trust company and any successor bank or trust com- pany that may be appointed by the City to act as Registrar hereunder. (p) ,'Resolution" shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the terms hereof. Words importing singular number shall include the plural number and vice versa, as the case may be, and words importing per- sons shall include firms and corporations. SECTION 1.4. RESOLUTION CONSTITUTES CONTRACT. In consid- eration of the acceptance of the Note authorized to be issued hereun- der by those who shall own the same from time to time, this 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 THE NOTE SECTION 2.1. AUTHORIZATION OF THE NOTE. Subject and pur- suant to the provisions of this Resolution and the Bond Resolution, an obligation of the City to be known as "General Obligation Bond Anticipation Note, Series 1992A" is hereby authorized to be issued in the principal amount of not exceeding Three Million Dollars ($3,000,000) for the purpose of providing short-term financing for the costs of various Decade of Excellence Projects including but not limited to the Fire Facilities Project. SECTION 2.2. DESCRIPTION OF THE NOTE. The text of the Note shall be substantially in the form attached hereto as Exhibit A with such omissions, insertions and variations as may be necessary and desirable, as evidenced by the City's execution thereof. -5- Res. No. 92-92 The Note shall be dated the date of the first drawing. The Note shall bear interest on the outstanding principal amount of the Note from time to time at the Interest Rate payable on the Payment Date. With respect to any Payment Date prior to the Maturity Date, interest shall be payable only with respect to that portion of the outstanding principal amount of the Note that is actually repaid. The principal of the Note and all accrued and unpaid interest on the Note shall be payable on the Maturity Date. The Note shall be issued in registered form. Principal and interest 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 Note shall be numbered in such manner as may be prescribed by the - Registrar. The Note 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 bf public and private debts. The Note shall be subject to prepayment, at the option of the City, in whole or in part, at any time without premium or penalty. The Registrar shall provide written notice of prepayment to the Noteholder, at least two (2) days prior to the Payment Date. SECTION 2.3. EXECUTION OF THE NOTE. The Note shall be executed in the name of the City by the signature of the 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 of the City and City Clerk on the Note may be manual or facsimile signatures. In case any one or more of the officers who shall have signed or sealed the Note shall cease to be such officer of the City before the Note so signed and sealed shall have been actually sold and delivered, such Note may nevertheless be ~old and - delivered as herein provided and may be issued as if the person who signed or sealed such Note had not ceased to hold such office. The Note may be signed and sealed on behalf of the City by such person who at the actual time of the execution of the Note shall hold the proper office, although at the date the Note shall be actually deliv- ered such person may not have held such office or may not have been so authorized. The Note shall bear thereon a certificate of authentica- tion, in the form set forth on Exhibit A 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 Note as shall bear thereon such certificate of authentication shall be entitled to -6- Res. No. 92-92 any right or benefit under this Resolution and no Note shall be valid or obligatory for any purpose until such certificate of authentica- tion shall have been duly executed by the Registrar. The certificate of authentication of the Registrar upon the Note executed on behalf of the City shall be conclusive evidence that the Note so authenti- cated has 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 CANCR. rJATION. At the option of the registered Owner thereof, but subject to the prior written approval of the City's Director of Finance (which shall not be withheld if the intended transferee provides a suitability letter addressed to the City as to the sophistication of the investor), 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 regis- tered Owner or his duly authorized attorney, and upon payment by the registered Owner of any charges which the Registrar may make as pro- vided in this Section, the Note may be exchanged for another Note of the same maturity. The Registrar shall keep books for the registration of the Note and for the registration of transfers of the Note. The Note shall be transferable by the Owner thereof in person or by his/her attorney duly authorized in writing only upon the books of the City kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Owner or his/her duly authorized attorney. Upon the transfer of such Note, the City shall issue in the name of the trans- feree a new Note. The City, the Paying Agent and the Registrar shall deem and treat the person in whose name the Note shall be registered upon the books kept by the Registrar as the absolute Owner of such Note, whether such Note shall be overdue or not, for the purpose of receiv- ing payment of, or on account of, the principal of and interest on such Note as the same become due and for all other purposes. Ail 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 Note 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 exchanging or trans- ferring the Note is exercised, the City shall execute and the Registrar shall authenticate and deliver the Note in accordance with the provisions of this Resolution. The Note surrendered in any such -7- Res. No. 92-92 exchanges or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the manner provided in this Section. There shall be no charge for any such exchange or transfer of the Note, but the City or the Registrar 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 exchange or transfer. The Note 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 Note, shall thereupon be promptly cancelled. The Note so cancelled may at any time be destroyed by the Registrar, who shall execute a certificate of destruction in dupli- cate by the signature of one of its authorized officers describing the Note, and one executed certificate shall be filed with the City - and the other executed certificate shall be retained by the Registrar. SECTION 2.5. THE NOTE MUTILATED, DESTROYED, STOT~N OR LOST.- In case the Note shall become mutilated, destroyed, stolen or lost, the City may execute and the Registrar shall authenticate and deliver a new Note of like date, maturity and denomination as the Note so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated Note, such mutilated Note shall first be surrendered to the City and, in the case of any lost, stolen or destroyed 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 satisfactqry to them. In the event the Note shall be about to mature or have matured, instead of issuing a duplicate 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 Note their reasonable fees and expenses in connection with this transaction. Any Note surrendered for replacement shall be can- celled in the same manner as provided in Section 2.4 hereof. - Any such duplicate 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 Note be at any time found by anyone, and such duplicate Note shall be entitled to equal proportionate benefits and rights as to lien on the source and security for payment from the first proceeds of the Bonds, with the Note issued hereunder. SECTION 2.6. CONDITIONS FOR DRAWING UNDER T~ LINE OF CREDIT AND ISSUANCE OF THE NOTE. In connection with a drawing ~]der the Line of Credit (a "Drawing") the following conditions will apply: -8- Res. No. 92-92 (a) Except in the case of the initial Drawing, written notice of the City's intention to make a Drawing at least two (2) business days prior to the date specified for such Drawing (such notice shall confirm that the City is in compliance with the cove- nants set forth in Section 3.3 hereof); and (b) Only with respect to the first Drawing, a fully exe- cuted Tax Certificate, dated as of the date of such Drawing; and (c) Only with respect to the first Drawing, a copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service; and (d) Only with respect to the first Drawing, an Opinion of Bond Counsel, satisfactory to the Noteholder, regarding the due authorization, execution, delivery, validity and enforceability of the Note and the due adoption of this Resolution and the Bond Resolution (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like) and the exclusion of interest on the Note from gross income for Federal income tax pur- poses, that the Note is not a specified "private activity bond" within the meaning of Section 57(a)(5) of the Code and, therefore, the interest on the Note will not be treated as a preference item for purposes of computing the alternative minimum tax imposed by Section 55 of the Code (however, a portion of the interest on the Note owned by corporations may be subject to the Federal alternative minimum tax which is based in part on adjusted current earnings); and (e) Only with respect to the first Drawing, an Opinion of the City Attorney, satisfactory to the Noteholder, regarding the due authorization, execution, delivery, validity and enforceability of the Note and the due adoption of this Resolution and the Bond Resolution (enforceability may be subject to standard bankruptcy exceptions and the like). SECTION 2.7. GRID NOTATION. With respect to Drawings on the Line of Credit and repayments, in part thereof, the City and the Bank shall make the appropriate notations on the "Grid" attached to the Note. The Grid shall be severable from the Note. -9- Res. No. 92-92 ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF SECTION 3.1. T~E NOTE NOT TO BE INDEBTEDNESS OF THE CITY. The Note shall not be and shall not constitute an indebtedness of the City within the meaning of any constitutional, statutory, charter or other limitation of indebtedness but shall be payable solely from the first proceeds of the Bonds, as provided in this Resolution. No Holder or Holders of the Note issued hereunder 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 the Note or the interest thereon. SECTION 3.2. NOTE SECURED BY A FIRST LIEN ON THE PRf)(IEE~S -OF THE BONDS. From and after the issuance o_f the Note, and continu- ing until the payment of the Note as to principal and interest, the City covenants that the Note shall be secured by a first lien on the first proceeds of the Bonds, and such first proceeds are pledged as security for the prompt payment of principal of and interest on said Note. SECTION 3.3. COVENANTS OF THE CITY. As long as any of the principal of or interest on the Note shall be outstanding and unpaid, or until there shall have been set aside in a fund or account created by the City in accordance with Section 3.6 hereof, a sum sufficient to pay, when due, _the entire principal of the Note remaining unpaid, together with interest accrued and to accrue thereon, the City cove- nants with the Noteholder as follows: A. Tax Covenants Relating to the Internal Revenue Code of 1986, as amended. 1. In order to maintain the exclusion from gross income for purposes of Federal income taxation of interest on the Note, the C-ity covenants to comply with ~ach requirement of the - Code. In furtherance of the covenant contained in the preceding sen- tence, the City agrees to continually comply with the provisions of the "Tax Certificate as to Arbitrage and Instructiohs as to Compliance with the provisions of Section 103(a) of the Internal Revenue Code of 1986, as amended" to be executed by the City and delivered on the date of issuance and delivery of the Note, as such certificate may be amended from time to time as a source of guidance fo~ achieving compliance with ~che Code. -10- Res. No. 92-92 (2) The City covenants and agrees with the Noteholder that the City shall not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Note, would cause the Note to be a "private activity bond" or "arbitrage bond" within the meaning of Sections 141(a) and 148(a), respectively, of the Code. (3) The City shall make any and all payments required to be made to the United States Department cf the Treasury in con- nection with the Note pursuant to Section 148(f) of the Code. (4) Notwithstanding any other provision of this Resolution to the contrary, as long as necessary in order to maintain the exclusion from gross income for purposes of Federal income taxa- tion of interest on the Note, the covenants contained in this Section shall survive the payment of the Note and the interest thereon, including any payment or discharge thereof pursuant to Section 3.6 of this Resolution. B. Other General Obligation Bonds. The City shall not issue any indebtedness of any kind payable from ad valorem taxes, other than the Bonds, until the Note, both as to principal and inter- est, has been paid in full or provisions for such payment has been made in accordance with Section 3.6 of this Resolution. C. Disposition of Proceeds of Bonds. The City covenants to deposit with the Paying Agent, on or prior to the Maturity Date, the first proceeds of the Bonds in an amount sufficient to pay the outstanding principal of and interest on the Note. D. Covenant as to the Bonds. The City Covenants that it will issue its Bonds on or before the Maturity Date of the Note. Notwithstanding the foregoing, the City shall not be obligated to issue its Bonds if the City shall pay the principal of and interest on the Note on or before the Maturity Date from any other legally available moneys. SECTION 3.4. REMEDIES OF NOTEHOLDER. Should the City default in its 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 rights under the laws of the State of Florida, or granted and con- tained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable stat- utes to be performed by the City or by any officer thereof. -11- Res. No. 92-92 SECTION 3.5. APPLICATION OF NOTE PROCEEDS. The proceeds of the Note shall be used to provide short-term financing for the costs of the various Decade of Excellence Projects; including but not limited to the Fire Facilities Project. The proceeds of the Note shall be deposited in the Construction Fund established pursuant to the terms and provisions of the Bond Resolution and shall applied in accordance with the provi- sions of the Bond Resolution. SECTION 3.6. DISCHARGE AND SATISFACTION OF THE NOTE. The covenants, liens and pledges entered into, created or imposed pursu- ant to this Resolution may be fully discharged and satisfied with respect to the Note in any one or more of the following ways: (a) by paying the principal of and interest on the Note -when the same shall become due and payable; or (b) by depositing in such fund or account, as the City may hereafter create and establish by resolution, moneys or U. S. obligations sufficient at the time of such deposit to pay the Note and all interest thereon on said Note on or prior to the Maturity Date thereof. ARTICLE IV MISCELLANEOUS PROVISIONS SECTION 4.1. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of the Noteholder; provided, how- ever, that no modificati6n or amendment shall permit a change in the - maturity of such Note or a reduction in the rate of interest thereon. This Resolution may be amended, changed, modified and altered without the consent of the Noteholder, (i) to cure any ambi- guity or correct any provision contained herein which may be defec- tive or inconsistent with any other provisions contained herein, (ii) to provide other changes which will not adversely affect the interest of such Noteholder, or (iii) to maintain the exclusion of interest on the Note from gross income for Federal income tax purposes. SECTION 4.2. ADDITIONAL AUTHORIZATION. The Mayor, the City Manager, the Finance Director (or his/her designee) and any -12- Res. No. 92-92 other proper official of the City shall be, and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments, including but not limited to the Line of Credit Agreement and any amendments thereto, 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. I f 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 prohibit- ed, 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 cove- nants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Resolution or of the Note issued hereunder. SECTION 4.4. PAYING AGENT AND REGISTRAR. T h e C i t y ' s Finance Department is hereby appointed to act as Paying Agent and Registrar for the Note. SECTION 4.5. AWARD OF THE NOTE. The City hereby awards the sale of the Note to the Bank, subject to successful completion of negotiations with the City's administrative staff, in accordance with the terms and provisions of this Resolution and the Line of Credit Agreement. SECTION 4.6. REPEALER. Ail resolutions and orders, or parts thereof, in conflict herewith are, to the extent of such con- flict, hereby repealed, and this Resolution shall take effect upon its passage in the manner provided by law. -13- Res. No. 92-92 Passed and adopted in regular session on this 8th day of September, 1992. ~~ Attest: City.. ~e~k / - The foregoing resolution and the form of Note and Line of Credit Agreement therein contained are hereby approved by me as to form, language and execution this 8th day o_f Sept~ber, 1992. ~' City Attorney -14- Res. No. 92-92 Exhibit A FORM OF NOTE No. R-__ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DELRAY BEACH, FLORIDA General Obligation Bond Anticipation Note Series 1992A Interest Maturity Dated Rate Date Date 4.70% December 31, 1993 , 1992 Registered Owner: Barnett Bank of Palm Beach County Principal Amount: not to exceed $3,000,000 KNOW ALL MEN BY THESE PRESENTS, that the City of Delray Beach (the "City") in Palm Beach County, Florida, for value received, hereby promises to pay from the sources herein mentioned, to the Registered Owner specified above or registered assigns on the Maturity Date specified above, 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 ~uch bank or trust company and any bank or trust com- pany becoming successor paying agent being herein called the "Paying Agent"), the Principal Amount of $3,000,000 or such lesser amount advanced by Barnett Bank of Palm Beach County to the City pursuant to the Note Resolution (as herein defined), with interest thereon at the Interest Rate specified above calculated on the basis of a 365/366-day year for the actual number of days elapsed, on the Maturity Date in the manner specified in the within described Resolution to the registered owner. The Principal Amount and accrued A-1 Res. No. 92-92 interest thereon is payable in any coin or currency of the United States of America, which, on the date of payment thereof, shall be legal tender for the payment of public and private debts. This Note is authorized to be issued in a principal amount of not exceeding $3,000,000 under the authority of and in full com- pliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 166 and Section 215.431, Florida Statutes, as amended and supplemented, the Charter of the City of Delray Beach, Florida, as-amended and supplemented, and other appli- cable provisions of law (the "Act"), and Resolution No. 98-89, duly adopted by the City on the 12th day of December 1989 (the "Bond Resolution"), and Resolution No. 92-92, duly adopted on September 8, 1992 (the "Note Resolution"), as such resolutions may be further - amended and supplemented from time to time, and is subject to all terms and conditions of said resolutions (the Bond Resolution and the -Note Resolution are sometimes, collectively, referred to as the "Resolution"). Any term used in this Note and not otherwise defined, shall have the meaning ascribed to such term in the Resolution~ It is hereby certified and recited that all acts, condi- tions 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 limita- tions or provisions. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Note Resolution until the certificate of authentication hereon shall have been signed by an authorized officer of the Registrar. This Note shall bear interest at ~he Interest Rate. Interest shall only be payable on December 31, 1993 (the "Maturity Date"), or earlier optional prepayment (each a "Payment Date"). With respect to an optional prepayment of a portion or all of the outstanding principal of the Note, interest shall only be pay- able with respect to the principal of the Note repaid. The principal of and interest on the Note shall be payable solely from the first pro-ceeds of the Bonds (defined-below). "Bonds" shall mean the Decade of Excellence Bonds autho- rized but not yet issued in the aggregate principal amount of not exceeding $10,212,000 pursuant to the terms and provisions of the Bond Resolution. A-2 Res. No. 92-92 The city may 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) 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, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal and interest then due and payable shall be paid (i) in case the entire unpaid balance of the principal of this Note is to be paid, upon presentation and sur- render of the Note to the office of the Paying Agent (designated cor- porate 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 (designated corporate trust office, if the Paying Agent is not the City's Finance Department) for nota- tion thereon of the amount of principal and interest on the Note then paid or for issuance of a replacement Note in the principal amount not redeemed. If, on the prepayment date, funds for the payment of the principal amount to be prepaid, together with interest to the prepayment date on such principal amount, shall have been provided to the Paying Agent, as above provided, then from and after the prepay- ment date interest on such principal amount of this Note shall cease to accrue. If said funds shall not have been so paid on the prepay- ment date, the principal amount of the Note shall continue to bear interest until payment thereof at the rate or rates provided for herein. This Note shall not be and shall not constitute an indebt- edness of the City within the meaning of any constitutional, statuto- ry, charter or other limitations of indebtedness but shall be payable solely from the first proceeds of the Bonds as provided in the Resolution. No Holder of this Note shall ever have the right to compel the exercise of ad valorem taxing power of the City, or taxa- tion in any form of any real property therein to pay the Note or the interest thereon. The terms and provisions of the Note Resolution are incor- porated in this Note as though such terms and provisions have been set out in full herein. A-3 Res. No. 92-92 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 man- ually 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: Mayor Clerk of the City of Delray - Beach, Florida A-4 Res. No. 92-92 FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: This Note is the Note delivered pursuant to the within men- tioned Resolution. as Registrar By: Authorized Officer A-5 Res. ~o. 92-92 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 registra- tion thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: In the presence of: _ NOTICE: The signature to this assignment must correspgnd - with the name as written upon the face of the within Note in every particular, without alteration or enlargement, or any change whatever. A-6 Res. ~o. 92-92 DRAW-DOWN GRID [Outstanding Principal Amount not to Exceed $3,000,000] Principal Amount Initials Amount of Note of of Outstanding Noteholder Date Draw After Draw and City A-7 Res. No. 92-92 REPAYMENT GRID [Outstanding Principal Amount not to Exceed $3,000,000] Principal Amount of Note Initials Amount Outstanding of of after Noteholder Date Repayment - Repayment and City A-8 Res. No. 92-92 EXHIBIT B AGREEMENT REGARDING LINE OF CREDIT Dated as of September 1, 1992 WHEREAS, Barnett Bank of Palm Beach County (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 $3,000,000 under which the.City may, from time to time, make drawings; and WHEREAS, the City Commission of the City of Delray Beach, Florida, on September 8, 1992, adopted Resolution No. 92-92 (the "Note Resolution") authorizing the issuance of not exceeding $3,000,000 principal amount City of Delray Beach, Florida, General Obligation Bond Anticipation Note, Series 1992A, which Bond Anticipation Note, Series 1992A, 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 Agreement, to acknowledge the terms and provisions of the Note Resolution 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 Note Resolution, the Line of Credit in an aggregate principal amount of not exceeding $3,000,000 which shall be available to the City in one or more drawings prior to December 31, 1993. 2. That the Line of Credit shall expire on December 31, i993, and the outstanding principal amount of any drawings, including interest thereon, shall become due and payable on such date unless all of such drawings have been prepaid prior to such date in accordance with the terms and provisions of the Note Resolution. 3. That the Bank hereby accepts the terms and conditions set forth in the Note Resolution applicable to the Line of Credit. BARNETT BANK OF PALM BEACH COUNTY (SEAL) By: Title: Date: Attest CITY OF DELRAY BEACH, FLORIDA By: Clerk of the City of Title: Mayor Delray Beach, Florida Date: C: \ DA TA\D ELRA Y~ul~GI~EE. LOC STATE OF FLORIDA ) COUNTY OF PALM BEACH ) I, Alison MacGregor Harty, do hereby certify that I am the duly qualified City Clerk of the City of Delray Beach, Palm Beach County, Florida. I further certify that the above and foregoing constitutes a true and correct copy of the minutes of a meeting of the City Commission of said city held on September 8, 1992, and of a resolu- tion adopted at said meeting, as said minutes and resolution are - officially of record in my possession. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of the City of Delray Beach this 8th day of September, 1992. City Clerk (SEAL) Res. No. 92-92 (:lTV DF I)ELRII',F BEIII:H 100 N.W. 1st AVENUE · DELRAY BEACH, FLORIDA 33444 · 407/243-7000 CERTIFICATION I, ALISON MacGREGOR HARTY, City Clerk of the City of Delray Beach, Florida, do hereby certify that the attached is a true and correct copy of Resolution No. 92-92, as the same was passed and adopted in regular session on the 8th day of September, 1992, by the City Commission of the City of Delray Beach, Florida. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of the City of Delray Beach, Florida, on this the 23rd day of September, 1992. Alison MacG~r~gor'-Ha~y City Clerk City of Delray Beach, Florida SEAL THE EFFORT ALWAYS MATTERS £1TY OF I]ELFII:IY BEACH September 24, 1992 Stephen D. Sanford, Esquire Mudge Rose Guthrie Alexander & Ferdon Suite 900 - Northbridge Centre 515 North Flagler Drive West Palm Beach, FL 33401 Re: Resolution No. 92-92 G.O. Bond Anticipation Note Resolution Dear Steve: As requested, enclosed are two (2) certified copies of Resolution No. 92-92 as passed and adopted by the Delray Beach City Commission on September 8, 1992. If you have any questions, please do not hesitate to contact me at 407/243-7050. Sincerely, Alison MacGregor Harry City Clerk AMH/m Enclosures cc: Rebecca O'Connor, Treasurer THE EFFORT AL',?JAYS MATTERS AGREEMENT REGARDING LINE OF CREDIT Dated as of September 1, 1992 WHEREAS, Barnett Bank of Palm Beach County (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 $3,000,000 under which the.City may, from time to time, make drawings; and WHEREAS, the City Commission of the City of Delray Beach, Florida, on September 8, 1992, adopted Resolution No. 92-92 (the "Note Resolution") authorizing the issuance of not exceeding $3,000,000 principal amount City of Delray Beach, Florida, General Obligation Bond Anticipation Note, Series 1992A, which Bond Anticipation Note, Series 1992A, 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 Agreement, to acknowledge the terms and provisions of the Note Resolution 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 Note Resolution, the Line of Credit in an aggregate principal amount of not exceeding $3,000,000 which shall be available to the City in one or more drawings prior to December 31, 1993. 2. That the Line of Credit shall expire on December 31, 1993, and the outstanding principal amount of any drawings, including interest thereon, shall become due and payable on such date unless all of such drawings have been prepaid prior to such date in accordance with the terms and provisions of the Note Resolution. 3. That the Bank hereby accepts the terms and conditions set forth in the Note Resolution applicable to the Line of Credit. BARNETT BANK OF PAL~ BEACH COUNTY (S L) By: Title~ ~ '- %G~ Date: ~--I~ -qb Attest CITY OF DE~--~EA~H, FLORIDA C~i~ °f~the-C~ty of z Titl~y. or,__/~,/ .~.~ _ Delray Beach, Florida Date: ~7~.. ~~ /i~/~{rney- Jeff~urtz MEMORANDUM TO: MAYOR AND CITY COMMISSIONERS FROM: CITY MANAGER~Q SUBJECT:, AGENDA ITEM # ~ - MEETING OF SEPTEMBER 8. 1992 RESOLUTION NO. 92-92 DATE: September 4, 1992 This is a resolution authorizing the issuance of not exceeding $3,000,000 principal amount General Obligation Bond Anticipation Note, Series 1992A, pursuant to a line of credit made available through Barnett Bank for the purpose of providing short-term financing for various Decade of Excellence projects, including but not limited to, the cost of design, engineering and construction of various ~ ~fac~ilities. The Bond Resolution which authorized the Decade of Excellence Bond Issue, authorizes the City to issue bond anticipation notes in order to temporarily finance the cost of the acquisition and construction of approved Decade of Excellence projects. It is anticipated that the second Decade of Excellence Bond issue will occur in FY 1993/94. At the time the agenda was complete, the resolution was still being prepared. It is anticipated that the final version will be provided to the Commission before Tuesday evenings meeting to replace the attached draft. Recommend approval of Resolution No. 92-92. MEMORANDUM TO: MAYOR AND CITY COMMISSIONERS FROM: CITY MANAGER~ SUBJECT: AGENDA ITEM # q'~'- MEETING QF AUGUST 25. 1992 RESOLUTION NO. 95-92 DATE: August 21, 1992 This is a resolution authorizing the issuance of not exceeding $3,000,000 principal amount General Obligation Bond Anticipation Note, Series 1992A, pursuant to a line of credit made available through Barnett Bank for the purpose of providing short-term financing for various Decade of Excellence projects, including but not limited to, the cost of design, engineering and construction of various fire facilities. The Bond Resolution which authorized the Decade of Excellence Bond Issue, authorizes the City to issue bond anticipation notes in order to temporarily finance the cost of the acquisition and construction of approved Decade of Excellence projects. It is anticipated that the second Decade of Excellence Bond issue will occur in FY 1993/94. At the time the agenda was complete, the resolution was still being prepared. It is anticipated that the final version will be provided to the Commission before Tuesday evenings meeting to replace the attached draft. Recommend approval of Resolution No. 92-92.