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Res 27-85 RESOLUTION NO. 27-85 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA AUTHORIZING THE CITY TO ENTER INTO A LOAN AGREEMENT WITH BARNETT BANK OF PALM BEACH COUNTY FOR THE PURPOSE OF PAYING ITS 1984 BEACH RENOURISHMENT GRANT ANTICIPATION NOTE; AUTHORIZING THE ISSUANCE OF ITS 1985 GRANT ANTICIPATION NOTE EVIDENCING SUCH LOAN IN A PRIN- CIPAL AMOUNT NOT EXCEEDING $3,000,000; AUTHORIZING THE CONTINUATION OF THE INTEREST ACCOUNT AND PRINCIPAL AC- COUNT CREATED AND ESTABLISHED BY RESOLUTION NO. 77-84; AUTHORIZING THE TRANSFER OF CERTAIN MONEYS FROM THE BEACH RESTORATION FUND TO SUCH INTEREST ACCOUNT; AUTHORIZING ALL THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE FOREGOING AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION. WHEREAS, the City Council of the City of Delray Beach, Florida (the "City") did on September 25, 1984 adopt Resolution No. 77-84 which among other things authorized the City to enter into a Line of Credit Agreement with Barnett Bank of Palm Beach County ("Barnett") for the purpose of financing the cost of the 1984 Beach Renourishment Project (the "Project"); and, WHEREAS, the City entered into the Line of Credit Agreement on September 26, 1984 and issued its 1984 Beach Renourishment Grant Anticipa- tion Note (the "1984 Note") to evidence its obligations thereunder; and, WHEREAS, pursuant to terms of the Line of Credit Agreement, the principal amount of the 1984 Note is payable solely from Federal, State of Florida and Palm Beach County financial assistance grants (the "Grants") when received by the City; and, WHEREAS, although the Project is complete, the City does not anticipate receiving the Grants before the maturity date of 1984 Note; and, WHEREAS, the City is desirous of entering into a loan agreement (the "Loan Agreement") with Barnett whereby Barnett will make a loan to City in an amount not exceeding $3,000,000 (the "Loan"); and, WHEREAS, the City intends to use the proceeds from the Loan to pay the principal amount of the 1984 Note; and, WHEREAS, the City intends to issue its 1985 Grant Anticipation Note to Barnett (the "Note") evidencing its obligation under the Loan Ag re ement, NM, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. To the extent Resolution No. 77-84 is not inconsis- tent with this Resolution, it shall remain in full force and effect Section 2. Pursuant to Chapter 166, Florida Statutes, as amende¢ and supplemented, and other applicable provisions of law, the City shall enter into the Loan Agreement evidencing the Loan in the aggregate amount not exceeding $3,000,000, in substantially the form submitted at this meeting, to which shall be annexed, as Annex A, a copy of this Resolution adopted by the City. Said Loan shall be evidenced by the City of Delra~ Beach, Florida, 1985 Beach Renourishment Grant Anticipation Note (the "Note") of the City in the aggregate principal amount of not exeeding $3,000,000, which shall be issued and delivered by the City to Barnett in accordance with the Loan Agreement. The Note shall be payable to the order of Barnett, shall be dated as of March 25, 1985 and shall beaz interest at the Interest Rate, as that term is defined in the Loan Agree- ment. The Interest Rate does not exceed the maximum rate or rates per- mitted by law. The Note shall be numbered one prefixed with the letter shall be in the denomination of $3,000,000 and shall be payable on the Expiration Date as that term is defined in the Loan Agreement (subject to optional prepayment as a whole or in part, at any time or from time to time, without penalty or premium, as provided in the Loan Agreement). Principal and interest on the Note are payable in accordance with the terms of the Loan Agreement. Principal of and interest on the Note shall be payable at the office of Barnett, in the City of Delray Beach, Florida. Interest shall be computed on the basis of a 365/366-day year. The Note shall be other- wise in substantially the form set forth in Annex B to the Loan Agreement. The Note shall be paid in lawful money of the United States of America and in immediately available funds. The Note is payable solely from the proceeds of the Grants when r~ceived by the City and the moneys on deposit in the City of Delray Beach Renourishment Revenue Fund (the "Revenue Fund") and does not constitute a lien upon the City's property and shall only constitute a lien on the proceeds of the Grants when re- ceived by the City and the Interest Account continued hereunder. The owner of the Note shall never have the right to require or compel the exercise of the ad valorem taxing power of the City for the payment of the principal of and interest on the Note. Section 3. The proceeds of the Note shall be applied by the City for payment of the 1984 Note in accordance with the terms of the Line of Credit Agreement. Section 4. The form of Loan Agreement as submitted to this meeting and made a part of this Resolution as though set forth herein, be and the same hereby is approved. The Mayor or the Vice-Mayor or any other proper official of the City are each hereby authorized to execute the Loan Agreement with such changes, insertions and omissions as may be approved by said Mayor, Vice-Mayor or any other proper official of the City, said execution being conclusive evidence of such approval, and the City Clerk or Assistant City Clerk of the City are each hereby authorized to cause the seal of the City to be affixed to the Loan Agreement and to attest to the same, and the Mayor, the Vice-Mayor, the City Clerk, the Assistant City Clerk or any other proper official of the City are each hereby autho- rized to deliver the executed Loan Agreement on behalf of the City. Section 5. The City shall continue the Interest Account created and established by Resolution No. 77-84 with Barnett for the purpose of paying interest on the Note. The City shall at the time and in the manner provided in the Loan Agreement transfer $120,000 from its Beach Restora- tion Fund to the Interest Account. Barnett is hereby appointed and au- thorized to act as investment agent of any funds on deposit in the In- terest Account. Section 6. The City shall continue the Principal Account created and established by Resolution No. 77-84 with Barnett for the purpose of paying principal on the Note. The City shall at the time and in the manner provided in the Loan Agreement deposit the proceeds of the Grants in the Principal Account, when such Grants are received by the City, in an amount not to exceed the outstanding principal amount of the Loan. Bar- nett is hereby appointed and authorized to act as investment agent of any funds on deposit in the Principal Account. Section 7. The Mayor, the Vice-Mayor or any other proper of-~ ficial of the City are each hereby authorized to execute the Note manual signature and the City Clerk or an Assistant City Clerk are each hereby authorized to cause the seal of the City to be affixed, imprinted, engraved or otherwise reproduced on the Note and to attest the same. The Mayor, the Vice-Mayor, the City Clerk, the Assistant City Clerk or any other proper official of the City are each hereby authorized to deliver the executed Note as evidence of such Loan in accordance with the provi- sions of the Loan Agreement. -2- Res. No. 27-85 Section 8. The Mayor, the Vice-Mayor, the Financial Director, City Clerk, the Assistant City Clerk or any other proper official of thei City authorized to perform specific acts or duties by resolution duly. adopted by the City, are each hereby authorized to do and perform all things and to execute all agreements and contracts in the name of the City or otherwise, as they deem advisable and to make all payments, necessary or convenient in their respective opinions, to the end that the City may carry out the objects of this Resolution and its obligations under the terms of the Loan Agreement and of the Note. Section 9. The Mayor, the Vice-Mayor, and any other proper official of the City, be and each of them is hereby authorized and direc- ted to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. Section 10. This Resolution shall take effect upon its passage in the manner provided by law. PASSED AND ADOPTED in regular session on this the 21st day of March, 1985. MAYOR ATTEST: -3- ReS. No. 27-85