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Res 30-90 RESOLUTION NO. 30-90 A RESOI/~TION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF THE NOT EXCEED- ING $500,000 PRINCIPAL AMOUNT BOND ANTICIPATION NOTE, SERIES 1990A, OF THE CITY OF DELRAY BEACH, FLORIDA, PURSU- ANT TO A LINE OF CREDIT MADE AVAILABLE THROUGH SUN BANK/SOUTH FLORIDA, NATIONAL ASSOCIATION, FOR THE PURPOSE OF PROVIDING SHORT TERM FINANCING FOR A PORTION OF THE COSTS OF THE OLD SCHOOL SQUARE PROJECT; PROVIDI. N~ FOR THE TERMS AND PAYMENT OF SAID BOND ANTICIPATION NOTE, SERIES 1990A, AND THE RIGHTS, REMEDIES AND SECURITY OF THE OWNERS THEREOF; MAKING CERTAIN COVENANTS RELATING TO THE ISSUANCE OF SAID BOND ANTICIPATION NOTE, SERIES 1990A; AUTHORIZING THE PROPER OFFICERS OF THE CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE ISSU- ANCE OF SAID NOTE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Delray Beach, Florida (the "City"), held a bond referendum on November 21, 1989, at which a majority of the qualified electors of the City approved the issuance of not exceeding $21,492,000 General Obligation Bonds (Decade of Excellence Program) (the "Bonds") to finance all or a portion of the cost of constructing certain public improvements; and WHEREAS, pursuant to City Resolution No. 98-89 duly adopted by the city Commission of the city of Delray Beach, Florida (the "City Commission"), on December 12, 1989 (the "Bond Resolution"), the City has authorized the issuance of the Bonds; and WHEREAS, one of the public improvements to be financed with the Bonds is the renovation and improvement of the "Old School Square" (the "Project," as more fully described below); and WHEREAS, the City Commission has been informed that there is an urgent need to begin the acquisition and construction of a por- tion of the Project; and WHEREAS, the City Commission has determined that it is in the best interest of the City to provide short term financing of a portion of the Project: and, WHEREAS, Sun Bank/South Florida. National Association (the "Bank") has indicated its intentien tc make ~.~;~ilable t~ the City a closed-end line of credit (the "Line r~ credit"l ~,3rsu~nt ~ '~hich the City could make drawinus iD a~ .~ggre_qat.e ~_rinciga! smou~ ,3f not exceeding $500,000; and WHEREAS, in light of the urgency to proceed with the Project, the City Commission believes it is in the best interest to proceed with a negotiated sale of the Note to the Bank; and WHEREAS, the city Commission has determined that it is necessary to authorize the issuance of the not exceeding $500,000 aggregate principal amount of City of Delray Beach, Florida, Bond -1- Res. No. 30-90 Anticipation Note, Series 1990A (the "Note"), for the purpose of financing the construction, acquisition and equipping of a portion of the Project; and W~E~F~%~, the Note shall be secured by a pledge of and first lien on the proceeds of the Bonds, and the City Moneys (as defined below) budgeted and appropriated for the payment of the Note pursuant to Section 3.3.A. of this Resolution. 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. AUT}{ORITY 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 provi- sions of law. SECTION 1.2. FINDINGS. It is hereby ascertained, deter- mined and declared: A. That, in light of the urgent need to finance the cost of the construction, acquisition and equipping of a portion of the Project, and in light of the complexity and short-term nature of this financing, 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. B. That the lien of the Note authorized herein shall be a first lien of the proceeds of the Bonds. C. That the cost of the Project shall be deemed to include, but not be limited to, the cost of construction and improve- ments, the cost of real estate, including easements and other inter- ests therein, or any other property real or personal, necessary therefor; administrative expenses; engineering and legal expenses; expenses for fiscal agents or financial services; expenses for plans, specifications and surveys; and such other expenses as may be neces- sary or incidental to the Project and the issuance of the Note herein authorized. D. That the principal of and interest on the ~ote shall be paid solely from the Pledged Revenues fas defined herein). SECTION 1.3. DEFINIT!9~$. That, as used herei~, the f~l- lowing terms shall have the following meanings unless the context otherwise clearly requires: (a) "Act" shall mean the Flerida 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. -2- Res. No. 30-90 (b) "Bank" shall mean Sun Bank/South Florida, National Association, the Noteholder. (c) "Bond Counsel" shall mean Mudge Rose Guthrie Alexander & Ferdon or any other firm of nationally recognized bond counsel selected by the Issuer. (d) "City" shall mean the City of Delray Beach, Florida, a municipal corporation in the County of Palm Beach, State of Florida, and its successors and assigns. (e) "City Commission" shall mean the duly constituted gov- erning body of the City. (f) "City Moneys" shall mean the moneys budgeted and appropriated by the City from not otherwise pledged, restricted or encumbered Non-Ad Valorem Revenues pursuant to the City's covenant to budget and appropriate such Non-Ad Valorem Revenues contained in Section 3.3.A. of this Resolution. (g) "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. (h) "Debt Service Fund" shall mean the Delray Beach Bond Anticipation Note Debt Service Fund, created and established pursuant to this Resolution and which is the fund in which the Pledged Revenues shall be deposited by the City for the payment of the Note. (i) "Interest Rate" shall mean the rate of interest on the Note which, when calculated on a 360-day basis, shall be equal to eight and thirty-one hundredths percent (8.31%) per annum. (j) "Maturity Date"" shall mean with respect to the prin- cipal of and interest on the Note, September 15, 1990. (k) "Non-Ad Valorem Revenues" shall mean all legally available revenues of the City, contained in the City's General Fund, derived from any source whatever other than ad valorem taxation on real and personal property which are legally available for payment of debt service by the City. (1) "Note" shall mean the not exceeding $500,000 aggregate principal amount Bond Anticipation Note, Series 1990A, authorized by this Resolution. (m) "Noteholder" or "Owner" er "Holder" er ~n~' similar term shall mean any person who sba!l ~3e the reuistered ~<vneu .3f the Note outstanding under this Eesoluticn. (n) "Paying Agent" shal 1 mean the City's Finance Department or, if the City Commission shall so determine by subse- quent proceeding, any bank or trust company and any successor bank or trust company that may be appointed by the City to act as Paying Agent hereunder. -3- Res. No. 30-90 (o) "Payment Date" shall mean the Maturity Date or any prior date the principal of the Note is optionally prepaid in whole or in part. (p) "Pledged Revenues" shall mean, (i) the proceeds of the Bonds and (ii) the City Moneys deposited in the Debt Service Fund in accordance with the terms of this Resolution for purposes of payment of the principal and/or interest on the Note. (q) "Project" means a portion of the historical renovation and restoration project of the school building and gymnasium at the Old Delray Beach Elementary School site. Project includes roof replacement, installation of a central air conditioning system, installation of new windows, electrical and lighting system replace- ment, removal and replacement of various wall treatments of the facility. Also included will be landscaping, construction of the walkways, fountain and outside exhibit areas and off site parking facilities. (r) "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. (s) "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 Tg.F_. ~OTF_.. 3t, bje~-t .~nd pur- suant to the provisions of this ~esol,,tJ. en, an ~_b!i~_~tJ. cn ~t ~e City of Delray Beach, Florida, to Series 1990A" is hereby authorized to be issued in the principal amount of not exceeding Five Hundred Thousand Dollars ($500,000) for the purpose of providing short term financing for the costs of the Pro j ect. 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. -4- Res. No. 30-90 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 redeemed. 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 (principal corporate trust office if the City's Finance Department is not the Paying Agent). The Note shall be num- bered in such manner as may be prescribed by the Registrar. The Note shall be payable, with respect to interest, prin- cipal and premium, if any, 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 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 early redemp- tion to the Noteholder, at least two (2) days prior to the redemption 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 sold 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 _~irect~v) . ~>nl~' the rl~e as shall bear thereon such certificate cf ~,_,the~ticaticn shall be entitled to any right or benefit under this Peso!ut].en and no I~ote ~h~,ll ~e 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 ¢~elivered under this Resolution and that the Owner thereof is entitled to the benefits of this Resolution. -5- Res. No. 30-90 SECTION 2.4. NEGOTIABILITY, REGISTRATION AND CANCELLATIOn. At the option of the registered Owner thereof and upon surrender thereof at the office of the Registrar (principal corporate trust office 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 and upon payment by the registered Owner of any charges which the Registrar may make as provided 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 Rggistrar may 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. 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 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 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, 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 cancelle~. The ~ote so cancelled may at any time be destroyed by the Registrar, ~.~ho shall execute a certificate of destruction in ~u~licate ~7' the ~i~n~ture of one of its authorized officers descri~.nu the ~[ote, ~nc~ ~ne ~<ecuted certificate shall be filed with the Citv and the other e>~ecuted cer- tificate shall be retained by the Registrar. SECTION 2.5. THE NOTE MUTILATED, DESTROYED, STOL~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, -6- Res. No. 30-90 there shall first be furnished to the city and the Registrar evidence of such loss, theft, or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such Note shall be about to mature or have matured or have been called for redemption, 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 Pledged Revenues, with the Note issued hereunder. SECTION 2.6. CONDITIONS FOR DRAWING UNDER THE LINE OF CREDIT AND ISSUANCE OF THE NOTE. In connection with a drawing under the Line of Credit (a "Drawing") the following conditions will apply: (a) Except in the case of the initial Drawing, 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 indi- cate whether there has been any change in the Project); and (b) In the event of a change in Project, the opinion of Bond Counsel that such Drawing shall not adversely affect the exclu- sion of interest on the Note from income for Federal income tax pur- poses; and (c) Only with respect to the first Drawing, a fully exe- cuted Tax Certificate, dated as of the date of such Drawing; and (d) 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 (e) Only with respect to the first Drawing, Opinion of Bond Counsel regarding the due authorization, execution, delivery, valid- ity and enforceability of the Note and the due adoption of the 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 suecif].ed "private acti"~.~v bond" within the meaning of Sectieu ~r!~l ~5~ of the Code ~]. ~heuefore, the interest on the Note will ,~t ),e treated ~s a prefere,¥_'e 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 net book income or adjusted current earnings); and (f) Only with respect to the first Drawing, Opinion of Counsel to city regarding the due authorization, execution, delivery, validity and enforceability of the Note and the due adoption of the -7- Res. No. 30-90 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 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. ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF SECTION 3.1. THE NOTE NOT TO BE INDEBT~S OF THE CITY. The Note shall not be or constitute an indebtedness of the City within the meaning of any constitutional, statutory or other limita- tion of indebtedness, but shall be payable solely from 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 Note or the inter- est thereon. The pledge of the Pledged Revenues will not constitute a lien upon the Project. SECTION 3.2. NOTE SECURED BY PLEDGE OF PLEDGED REVENUES. From and after the issuance of the Note, and continuing until the payment of the Note as to principal and interest, the Pledged Revenues shall continue to be pledged for the prompt payment of prin- cipal 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 apart in the Debt Service Fund 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 covenants with the Noteholder as follows: A. Covenant to Budget and Appropriate. In the event that the City fails to issue the Bonds prior to the Maturity Date of the Note and until all of the Note is paid or deemed paid pursuant to the provisions of this Resolution the City hereby covenants to appropri- ate in its annual budget by amendment if necessary, City Moneys in each fiscal year of the City, in amounts sufficient to pay the prin- cipal of and interest on the Note, as the same become due. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, as provided or main- tained by the City, which generate ~.~on-Ad Valorem Revenues. To the extent that the City is in compliance above, this Resol,,tion and the obligations of the City contained ]~erei~ sh~l! not ~e ,~t~,e~ as a limitation on the ability of tb~ "it%-~ith respect to ~-,-'c'.-~,~ant to pledge the Non-Ad Valorem Revenues for other legally permissible purposes. B. 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 City covenants to comply with each requirement of the Code. In furtherance of the covenant contained in the preceding sentence, the City agrees to continually comply with the provisions -8- Res. No. 30-90 of the "Tax Certificate as to Arbitrage and Instructions as to Compliance with the provisions of Section 103(a) of the Internal Revenue Code of 1986" 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 for achieving com- pliance with the Code. (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) Notwithstanding any other provision of this Resolution to the contrary, so long as necessary in order to maintain the exclusion from gross income for purposes of Federal income 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 the Resolution. C. Establishment of Debt Service Fund. There is hereby created and established the following fund entitled the "Delray Beach Bond Anticipation Note Debt Service Fund" (hereinafter referred to as the "Debt Service Fund"). The Debt Service Fund shall constitute a trust fund for the benefit of the Noteholder 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 allo- cations 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 this 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 remaining in the Debt Service Fund after payment has been made on the Note on the Maturity Date, may be with- drawn and deposited at the direction _of the City to be used for any lawful municipal purpose. Moneys on deposit in the Oeb_t ~3e~,-ice ~n~ ~',- be J.~vested in U. S. Obligations or such ,-~ther ,~,~>].i~ations as ._~.'e l~erm_j_tted by the applicable laws of the State of Florida, provided such invest- ments mature not later than the next succeeding Payment Date. Subject to the terms and provisions of the Code, all income and earn- ings 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. -9- Res. No. 30-90 Any interest accrued on the Note from its dated date to the date of delivery shall be deposited into the Debt Service Fund. D. Disposition of Pledged Revenues. The City covenants to deposit, on or prior to the Maturity Date, Pledged Revenues into the Debt Service Fund in an amount sufficient to pay the outstanding principal of and interest on the Note. 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. SECTION 3.5. APPLICATION OF NOTE PROCEEDS. The proceeds of the Note shall be used to provide short terra financing for a por- tion of the costs of the Project. The City may substitute the Project for any other capital project permitted under the Act; pro- vided that Bond Counsel shall first deliver to the City an opinion to the effect that the substitution of Project will not adversely affect the exclusion of interest on the Note from gross income for Federal income tax purposes. The proceeds of the Note shall be deposited in a fund established by the City (herein the "Note Proceeds Fund"). No with- drawals shall be made from the Note Proceeds Fund, except for legal, financial and engineering expenses and fees, and expenses and fees in connection with the construction of the Project and the issuance of the Note, without the written approval of the City Manager or his designee and only upon receipt of a written requisition executed by an authorized representative of the City, specifying the purpose for which such withdrawal is to be made and certifying that such purpose is one of the purposes provided for in this Resolution. If, for any reason, the moneys in said Note Proceeds Fund, or any part thereof, are not necessary for, or are not applied to the purposes provided in this Resolution, then such unapplied proceeds shall be deposited, upon certification of the City Manager or his designee that such sur- plus proceeds are not needed for the purposes of the Note Proceeds Fund, in the Debt Service Fund to the extent the moneys on deposit in the Debt Service Fund are insufficient for such purpose or to prepay all or a portion of the Note and thereafter to the City to be used for any lawful municipal purpose. The moneys deposited in the ~.~ote Proceects ~',.,.n,_t ~',,', ~?ending their use for the purposes pr~_,.-i_Med i.n This Reso~,_,tien. t,o ~emporar- ily invested in any investment :..'bic!~ is ~ermitte_d b'~' the ..-n~p_licable laws of the State of Florida. 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 clischarged 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 becomes due and payable; or -10- Res. No. 30-90 (b) by depositing in the Debt Service Fund or such other accounts as the City may hereafter create and establish by resolution moneys 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 all of the Noteholders; pro- vided, however, that no modification 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, correct or supplement any provision contained herein which may be defective 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 Ma ysr, the City Manag-~, ~e ~ance Director 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. 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 ANT REGISTRAR- T h Finance Department is hereby ~p~oi. nte~ t~ ~ct ~s ~%-~,~,~ a~mnt 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 City's administrative staff. SECTION 4.6. 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. -11- Res. No. 30-90 SECTION 4.7. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption. Passed and adopted in regular session on this 14th day of March, 1990. Mayor --/--- Attest: 0~.J%,~ City ClerI~ The foregoing resolution and the form of Note therein con- tained are hereby approved by me as to form, language and execution this 14th day of March, 1990. ~ - ~ ~ity Attorne~f -12- Res. No. 30-90 Exhibit A FORM OF NOTE No. R- UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DELRAY BEACH, FLORIDA Bond Anticipation Note Series 1990A Interest Maturity Dated Rate Date Date . % September 15, 1990 March 15, 1990 Registered Owner: Principal Amount: [As Set Forth on the Grids] DOLLARS KNOW ALI. 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 corporate 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 com- pany becoming successor paying agent being herein called the "Paying Agent"), the Principal Amount specified above, with interest thereon at the Interest Rate specified above, on the Maturity Date in the manner specified in the within described Resolution to the registered owner. The Principal Amount and accrued interest thereon is payable in any coin or currency of the United States of America, '.,~hich, on the date of payment thereof, shall be legal tender for the pak~ent of public and private debts. This Note is authori~e~ te L,~ issued in ,~ principal amount of not exceeding $500,000 under the authority of and in full compli- ance 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 cf the city of Delray Beach, Florida, and other applicable provisions of law (the "Act"), and Resolution No. 30-90, duly adopted by the City on the 14th day of March, 1990 as such resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of said resolution (the "Resolution"). Any term used in A-1 Res. No. 30-90 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 the Interest Rate. Interest shall only be payable on September 15, 1990 (the "Maturity Date") or earlier optional prepayment (each a "Payment Date"). With respect to an optional prepayment of a portion of the outstanding principal of the Note, interest shall only be payable with respect to the principal of the Note repaid. The principal of and interest on the Note shall be payable solely from: (i) the pro- ceeds of the Bonds in anticipation of which this Note has been issued and (ii) the City Moneys deposited in the Debt Service Fund in accor- dance with the terms of the Resolution for purposes of payment of the Note (collectively, the "Pledged Revenues"). "City Moneys" shall mean the moneys budgeted and appropri- ated by the City from not otherwise pledged, restricted or encumbered Non-Ad Valorem Revenues pursuant to the City's covenant to budget and appropriate such Non-Ad Valorem Revenues contained in the Resolution. "Non-Ad Valorem Revenues" shall mean all legally avail- able revenues of the City, contained in the City's General Fund, derived from any source whatever other than ad valorem taxation on real and personal property which are legally available for payment of debt service by the City. 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 ~repayment shall be made on such date and iD such l?rincipal amount ~s shall be specified by the City in a written netit~e ,~eliYered tc the ~_-e~stered owner not less than two (2) d$~'= ?vJ_,,v thereto. ~lotice t~nq 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 surrender of the Note to the office of the Paying Agent (principal corporate trust office, if the Paying Agent is not the City's Finance A-2 Res. No. 30-90 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 (principal 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 given 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. The Note, when delivered by the City pursuant to the terms of the Resolution, shall not be or constitute an indebtedness of the City within the meaning of any constitutional, statutory or other limitations of indebtedness, but shall be payable solely from the Pledged Revenues, as provided in the Resolution. 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 within the territorial boundaries of the City, to pay the Note or the interest thereon. 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 Council of the City of Delray Beach, Florida, to be affixed hereto or imprinted or repro- duced 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 BEAC}{, FLORIDA ATTEST: By: Mayor Clerk of the City of Delray Beach, Florida A-3 Res. No. 30-90 FORM OF CERTIFICATE OF AUTMENTICATION Date of Authentication: This Note is the Note delivered pursuant to the within men- tioned Resolution. as Registrar By: Authorized Officer A-4 Res. No. 30-90 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 correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement, or any change whatever. A-5 Res. No. 30-90 DRAW-DOWN GRID [Outstanding Principal Amount not to Exceed $500,000] Principal Amount Initials Amount of Note of of Outstanding Noteholder Date Draw after Draw and City A-6 Res. No. 30-90 REPAYMENT GRID [Outstanding Principal Amount not to Exceed $500,000] Principal Amount of Note Initials Amount Outstanding of of after Noteholder Date Repayment Repayment and City A-7 Res. No. 30-90 STATE OF FLORIDA ) COUNTY OF PALM BEACH ) I, ~, do hereby certify that I am the duly qualified~City Clerk of the City of Delray Beach, Palm Beach County, Florida. ;~2h~% I further certify that the above and foregoing constitutes a true and correct copy of the minutes of a meeting of the City Council of said city held on March 14, 1990, and of a resolution adopted at said meeting, as said minutes and resolution are offi- cially 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 14th day of March, 1990. ,~r~ City Clerk~ (SEAL) Res. No. 30-90