Res 219-A PROCLAMATION AND NOTICE
CALLING SPECIAL ELECTION
NOTICE IS HEREBY GIVEN that under the authority vested in
me, by the Charter Act of the City of Delray Beach, Florida, and
pursuant to a special resolution adopted by the City Council,
~ I do hereby call a special election to be held in the Firemen's
Hall in the City of Delray Beach, Florida, on the 28th day
of June, 1938, for the purpose of submitting to the registered,
qualified freehold electors of the City of Delray Beach, Florida,
the following question:
Shall the City of Delray Beach, Florida re-
fund its bonded indebtedness in accordance with that
certain agreement dated May ~ 5, 1938, now on file
with the City Clerk and published in the Delray Beach
News on June 3, 19387
All registered, qualified freehold electors of the City ef Delray
Beach, Florida, will be permitted to vote, and said election will
be held in strict conformity to the Charter Act of the City
of Delray Beach, Florida, and the General Election Laws of the
State of Florida thereto appertaining.
DATED this ~lst day of May, A. D. 1938.
~ayor, City of Delray Beach,
Florida.
RESOLUTION
RESOLUTION CALLING AN ELECTION FOR RATIFICA-
TION OR REJECTION BY THE QUALIFIED, REGISTERED FREE-
HOLD ELECTORS OF THE BOND REFUNDING AGRE. EMENT DATED
MAY 25, 1938.
WHEREAS, the City Council of the City of Delray Beach,
Florida, did meet at the City Hall in the City of Delray Beach,
Florida, on the ~nZ~day of ~' 1938, wi th represen-
tatives of Bondholders Committee, and discussed the refunding
of the City's bonded indebtedness, and did request said represen-
tatives of the Bondholders Committee to prepare and submit to the
City Council an Agreement in accordance with t he suggestions dis-
cussed at said meeting; and
WHEREAS, James R. Easton, A. S. Huyck and Albert C. Mitten-
doff, as a Bondholders Committee, representing bonds of the City
of Delray Beach, Florida, in the approximate amount of Seven Hun-
dred Sixty-five Thousand Dollars ($765,000.00) principal par
value of bonds, and a large amount of past due interest coupons,
have signed and executed an Agreement whereby said "Committee"
will attempt to refund the City of Delray Beach bonded indebted-
ness, in accordance with said Agreement, dated the 25th day of
May, a. D. 1938, a copy of said Agreement being hereto attached
and made a part of this Resolution by reference; and
WHEREAS, the said first above mentioned meeting held in
the City of Delray Beach, Florida, on the~3~i, day of ~
1938, it was understood and agreed that before entering into a
Refunding Agreement, that said Agreement would be submitted to r
a vote of the qualified, registered Freehold electors of the Cit~
of Delray Beach, Florida, for ratification or rejection:
Now, THEREFORE, Be it Resolved, by the City Council of
the City of Delray Beach, Florida:
FIRST: That the Bond Refunding ~greement signed by James
R. Easton, A. S, Huyck and Albert C. ~ittendorf, as a Bondholders
Committee, dated the ~Sth day of Nay, 1938, a copy of which agree-
ment is hereto attached and made a part of this Resolution, shall ~
be published in full in the Delray Beach News, a newspaper published
and circulated in the City of Delray Beach, Florida, in its issue
of June 3, 1938, and a copy of said newspaper, together with
the published agreement, shall be mailed by the City Clerk to each
registered, qualified freehold elector, to his last known address ~
within ten days after June 3, 1938.
BND: That an election is hereby called for the purpose of sub-
mitting to the qualified, registered freehold electors of the Cityi
of Delray Beach, Florida, the following question:
Shall the City of Delray Beach, Florida re-
fund its bonded indebtedness in accordance with that
certain agreement dated May £5, 1938, now on file
with the City Clerk and published in the Delray Beach
News on June ~, 19387
That said election is to be held on the £8th day of June,
1938.
THIRD: That said election shall be held in the Firemen's
Hall in the City of Delray Beach, Florida, and all registered,
qualified freehold electors of the City of Delray Beach, Florida,
shall be permitted to vote, and said election shall be held in
strict conformity with the Charter Act of the City and the
General Election Laws of the State of Florida thereto appertain-
ing.
That Arthur Barton is hereby named Clerk of said election,
and W. 0. Winn, M. M. DeWitt and S. H. Jones are hereby named
inspectors of said election, to conduct the same in accordance
with the laws and ordinances of the City.
That the following words and proposition shall appear on
said official election ballots to be submitted to the qualified,
registered freehold electors, to-wit:
Shall the City of Delray Beach, Florida re-
fund its bonded indebtedness in accordance with
that certain Agreement dated May 25, 1938, on
file with the City Clerk and published in the Delray
Beach News on June 3, 19387
Mark X to indicate your preference:
' NO '
PASSED AND ADOPTED, by the City Council of the City of
Delray Beach, Florida, this 31st day of May, A. D. 1938.
Mayor of the City of Delray
Beach, Florida, and President
of the City Council.
ATTEST:
/
City Clerk.
.~',. D. L938, by .rmd betw~n the City of Deiray Beac-h~-FlOrida, ~ munici-
pal corporation located in Palm Beach County, Florida, hereinafter des-
i~nated the "Ci~", ~d ~ames ~.. Ea~ton, of Toledo, Ohio, A. * H~ck,
of ~ica~e~ Ill~ois, ~d Albe~t C. ~ittendorf, of Toledo~ Ohio~ ss a ~ond-
holders~ Co~ttee rspresent~g bonds of said City of Delray Beach, Florida,
~der that certain Deposit ~ ~
~reemen~ ~ia, ted ~e 15, 1931, ~s~ ~mended,.~ here-
lnafte~' design, ted the "Co~mittee", ~hi~h expression shall tnelu~e its su~-
vlvors~ ~u~ces~ors and assigns;
Nhereas, said City ef Delray Beaca, Florida, as no~ constituted,
embraces and is the s'uceessor of the two ~corporated m~tclp~llties formerly
~o~ as the City of Delray ~:nd the Town of Delray Beach, ~th in said Co~ty
~md State; ~d
~ De.ray, p~io~ to its consolidation with the
5~he~eas, the ~i%y of ' ~ '
To~ of ~lriy Bsaeh~ tn said Cowry and State, had heretoY~ore issued, sold
and deliwered wartoms m~leipal bonds and interest coupons, of which there
is now outs~nding a~pro~ately Ope ~illion, Eight Thou~d, One i{~dred.~md
T~rty-flve ~llars ($~,0~,1a5.00) or~cip~l a~o~t of~bonds, ~d a;proxl-
~tely _ . . ~ _ _D&~ars ($ ~. 7/~, /~ past due interest
c~9ons and/or aCCOrd' '"interest on outst~din~ pri~6ipai ~o~t of bonds com-
puted to ~ay 1, 19~1 and
~hereas, by Special ACt of the Legislat~e of the State of Florida,
the former City of Delray ~d the former Town of Delray Beach were abolis~d
~d consolidated into a new ~icipality '~o~n as the City of ~lray Baach~
Florida~ ~nd that said Special Act ~i all subse~!uent Acts relating to the
abolition ~d consolidation of' said t~ former m~ieipalities provided that
the ~en sxist~E bonds, ~bts and obligations of each of said former ~-
clpaltttes sho~d be separate ~d bindtn~i o~ltg~tlons on the territo~ a~
property ly~g wiCh~ the bestiaries of ~ach o~ said former a~fctpali%t~i, and
timt the bonds ~d obligations of the fo~er City of Delray ~'ere ~der no
consideration to be obli~ati~::na of ~he p~perty and terrtto~- lying ~ith~
the bo,~ries of the former To~ of ~ira~ Beach~ nor were the bonds ~d
oblig~ti~s of the fo~er To~u of Delray Beach to be obligations of the
roperty and territo~' lying wi~in the bestiaries of the former City of
elray; and
~hereas, a larse ~o~t of ~he pr~cipat ~nd interest of said
micipal bonds is now past due and ~npaidI and
~/her~as, said Co. tree now represents ~der ~t certain deposit
agre$~t~ dated J~e 15, 19~1~ as ~e~d, a.ppr~xima~ely Sev~ H~dred and
Si~y five Thousand ~llars ($765~000.00) pr~cipal par value of bonds, ~d
a large ~t of past due ~terest coupons and interest on outstand~$
pr~ci~al ~t of bonds; and
· %~reas, the repr~en~tives of the Committee ~we conferred wi~
the offlcttls ~f said City for the purpose of adJ'ust~g the debt service of
the City ad ~rk~g out a plan for re~ding the outstanding debt of said
City due ~d to become duel and
~ereas, as a res'~t of said conferences the officials of said City
~ve agreed ~th the C~tttee, subject $o ratification by the du~ q~li-
fled electors of said City, and subject further to ratification by and co-
opsrati~ of ~e depositors of ~he Co~ittee, as ~rein provided, and by
other e~itors as their ~te~ests ~[ appear, upon ~ pl~ for re~nding
the ~tstand~g indeb~ess (principal a~ ~terest) of said Ctty~ which
is e~deneed by this instr~ent:
Now, Therefore, ~ consideration of the pre~ses and of the ~tual
~dsrt~Lng ~d perfo~nce of ~e coronets hmre~ centered, ~d ~ con-
sidera~ion of the s~ of One Dollar ($1.00) paid by each of the parties
hereto to ~e o~sr, the receipt whereof is hmrmb9 ~t~lly ac~owledged,
and for other consideration, it Is ag~d ~ ~d between ~td City ~d
said Co. tree as follows~
-l-
Section 1. The principal of the bonds now outstanding~ whether
represented by bonds or JudiL~ents or both, and the outstanding interest
coupons from said bonds, which interest coupons n~tured on or before
l, 19~8, ~d all acc~ed ~terest on outstanding principal ~o~t of
bonds computed up to ~y 1, 1938, ~hether represented by ~terest coupons or
mot, ~d w'hether er not merged ~to Jud~ents, sh~ll be rounded by the
is~ance in exc~ge therefor of a like face ~o~t of He~d~g Bonds to
be d-~y ~d legally aut~rized by said City.
Section 2. Said "Re~d~g Bonds" s~ll be dated as of May 1, 15~,
~11 m~ture ~ay 1, 1968. ~nd s~ll be redeemable at par on ~ interest
pa~ent date. They s~li all be of like date, tenor ~d effect, except
to deno~tions. Ail of s~id ReO~dln~ Bonds shall h~ve ~terest coupons
att~c~ed providin~ for interest at the follow~g rates~
1 1/~ per ~ from ~y 1, 1938 to May 1,
E % per ~ from May 1, 1~ to May 1, 19A4;
2 1/~ p~r a~ from May 1, 19AA to ~y 1, 1947;
3 ., per ~ fro~ ~ay 1, 1~47 to May 1, 1950~
3 1/~ per a~ from '~ay 1, 1~0 to May 1,
A per ~ from May i, 1953 to May 1,
5 ~p er a~ from ~ay 1, 1~ to ~ay 1, 1~8.
Said ~terest ~il be p~yaBle, ~til the princip~l is p~id~ s~i-~u~lly
on ~y 1 ~nd ~ovember 1 of each year, except the first coupon ~c~ ~11
be for a year's ~terest and s~!l f~l! due M~y 1, 19~9. Princip~l ~d in-
terest of said b~ds sh~l,l be payable ~t such place in the City of New York,
as ~y be Hereafter ~greed upon.
Sea,ion 8. Sai~ bonds s~ll constitute general obligations of the
City (except~g that p~rti~ of the City of Delray Beach which ~s formerly
the To~ of Delray Be~ch, Flori~) for the p~nt of which its ~11 faith,
credit ~d reso~ces sh~ll be ple~ed. ~d for T~e payment of the principal
~d ~terest off which, ~hen. ~u~. the.City shall be ob!ig~ted to le~ v~lid
~d ~l~ited taxes o~ miI p~operty ~excejting property lo.ted within the
b~ries of the former To~ of Delray B~ch, ~ori~) ~s hereafter pro-
vided for.
(~) To i~s~e th~ prompt ~d ~11 p~m~nt of interest on the
~di~ Bonds hereinbefor~ provided fo~, ~ndto provide a sl~ing ~nd for the
~ent or rede~aption thereof, ~ tax s~ll be levied for each year
With the year ~ w~ such bonds ~,re issued, ~ ~ ~mo~t sufficient to
~aise a s~ ~t least eq~l to the interest which will f~ll due In the en-
suing fiscal year if ~0% ef the le~ Is collected in the en~g fiscal
y~r. If, however, at the ~i~e the le~ ts made for ~ yea~, ~e percen-
~e of c.lleetlons for the i~late:ly preceding fiscal year is less t~
~ of the le~, the t~x le~ for the year for ~ch the le~ is to be ~de
~ be sufficient, ass~ng ~, rate of collee~i~ no ~gher ~ ~ the
eeeding year. to produce in ~sh the ~o~t req~red for interest on s~id
s. T~ proceeds of such ~es s~ll be paid into ~ special ~d ~d
~ed solely for +~e pa~ent of ~terest on said bonds, except t~t all moneys
~ such ~d ~ ~ceSs of the ~terest requirements of the bonds for the
~seal year for ~eh the ~es '~ere levied, sh~ be paid ~to a s~k~g
~eys so paid ~to ~he si~g ~d sh~ll be ~pplied exc!~ively to ~e
~tirement of ~s ~ pure. se, call or pa~ent In the ~er here~ pr~
~d~. For ~ fiscal year ~ w~ch ~ch ~nds s~ll ~ture, ~e City
~ ad. rich ~ ~e ~x le~ for interest requirements, le~- ~ t~ ~ such
~ ~t as sha~ ~ ~ficient, together with a~ ~i~ing ~ds the~ on
~d, to p~y such ~nds at ~eir m~urity.
(~) Mot~thstand~g ~ of the other provisions of this ~greement,
~ City ~ not be req~red to le~ for debt settee dur~g the fiscal
year 19~ 19S9, a s~ ~ excess of T~rty-one Thous~d ~llars ($~1,000.00),
~d ~ the ffiacal year 1939-19~, ~ ~ ~ excess of Thirty-seven Thousand
~~ for debt ser~ce ~ ace~rd~ce ~th the ter~ of t~s agre~ent,
~ing the intention of t~s a~~t t~t t~ ~x le~ for debt so.ice,
~ i~% co~eeted, will provide for the pa~ent of lnSerest on ~id
~d~g Bonds, together with at least ~ eq~l ~mo~t for pr~cip~ retire-
~e~t, ~abJect, however, to the provisions of Section ;5, sub-section
(a), with regard to percentage of tax collections in the immediately
preceding fiscal year.
Section 4. T~e Re~iDg Bonds s~il be of the denominati~ of
One Thous~d ~l~ars ($1,000.0~), Five H~dred ~llars ($500.00), One
R~dred ~llars ($100.00), ~d/°r ~ such additio~l and other denominations
as may be rAeCeS~ to oo~fo~ to the denom~ations ~d ~l~nce of princip:.~l
outstmnd~g on the bonds to be re~ded, as ',ell as the ~,~ts due the
respective holders a~d o~ners of the p~esent outstandin~ interest coupons
and/o~ o~her c~ims ~.~nd obligations evidencing interest ~debte~ess up
to M~y 1, 19~; it berg the ~tention of this Section to provide for the
p~sic~l exchange of bonds of denominations to co,cfm to the f~ce
of the outstanding pr~cipal and interest ob~gations so surrendered,
so far as the delivery' of such denominations Is p~sical~- possible.
Section 5. In allocatin~ ~e~ding Bonds to the holders and owners
of the present outstandin~ bonds and interest coupons anco/or other claims
and obligations evidencln~:, interest indebte~ess up to May 1, 19~'lSaidal
Co~It~ee may ~rcise its ~controlled discretion so as to place said
holders ~d o~ers on ~ equitable and pro-rata basis, so far as said Com-
mittee is able to do so with the denomination of bonds so available. T~
Oo~it~ee agrees that it will deal e~:ui~ably and in a pr~rata ~er with
all ~ch holders ~d owners.
Section 6. (a) Said Ref~d~g i~nds sh~ll be redeemable prior
to ~t~i~y on a~ interest ~te, at par ~xd accrued interest, the bonds to
be redeemed to be selected ~ lot by ~e Ci~. Ia the event the City
desire o~ be required, as hereinafter set forth, to redeem said bonds prior
to ~t~l~, notice of ~d~pti~n sett~g forth the n~bers of the ~r-
tie, ar ~nds to be r~eemed a~ the date fixed for redemption s~ll be
published in a fi~cial newspaper published in the City of New York, State
of New York, one time at least t~rty (~) days prior to the date f~ed for
redemption. In addition ~o such publication, perso~l notice of the re-
demption of said bonds s~l ~ mail~ ~o the holders ~hereof ~sofar
the City ~7 have reco~ of the names and addresses of such ~lders.
(b) The City may apply a~F ~ueys in the s~lng f~d h~re~ pro-
vided for such Re~~g ~s ~o the purC~s~, ~t privat~, sal~ (except
w~re there ~s so much as Five Thousan~ Dollars ($5,000.00~ or ~ore in the
si~ ~d) of such Re~d~g Bonds, provided t~ t~ price at w'~eh
purePmsed s~ll Be less t~n the par value and accrued interest, ~nd that
the persons ~om whom p~sed at private s~le and the terms and price at
W~ch purc~sed are made matters of public record. In the event t~ere
~ said s~g ~d at ~ time the ~ of Five T~usa~ Dollars ($5,000.00),
or ~re, the City ~ill be obligated to apply such moneys to the p~c~se
ef Re~ding Bonds by eallLng: for ~d ~cc~ptSng. bonds at the lo, st ~riees
at which tendered, and ~ ~ch event t~rt~ (30) days prior to ~he receipt
of te~ers the Ci~ will c~,use to be publish~ in a financial paper published
in the City of Ne~ Yor~, State of New York, a notice requesting ~enders of
Re~ding Bond~ and fi~ the tim~ ;~nd place ~ which such te~ers will
be received. In ~ddition to such publication, personal notice of ~e
~ti~ to ask for tenders s~ll be mailed to the holders of sa~d Re~d~g
B~ds insofar as the City may ~ve record of the n~es ~d addresses of su~
holders. Ail te~ers s~ll be contained In a plain sealed envelope marked
~e~er of City of ~lray Beaea Re,ding Bondse, ~ will be opened ~
public on the ~y ~d at the place fixed in the notice calling ~or said
~enders. Ail m~eys on ~nd ~ the s~~ ~d on the ~te f~ed for
the receipt of ~ach te~ers ~11 Be applied i~ediately ~ the pure,se
~f re~d~ bo~s tende~d at the lowest pri~s submitted. However, t~
City may in its discretion reject ~ and ~11 tenders. If tenders of a
greater ~o~t of re~ding bo~s at the s~e pri~e ~re received than moneys
are a.vailabl~ in the sl~ ~d for ~e p~c~se thereof, ~e Oity ~
c~se the re~di~ bonds tendered at ~eh price in ~e order in whi~
e tenders ~e received; provided, however, that the City sbmll have first
pu~c~s~ all other re~ndin~ bonds which may have be~ t~dered at a
Xower price, if ~. In the event there shall be ln~ficient moneys ~
l~ing ~d to pure, se all of the re~dlng bonds offer~ by ~y tender
. e~er~se acceptable, the City may ~ cept ~y part of the ref-~ding bonds
So t~ered. The City, at its option, may require all tenders of refund-
ing b~ds to be accompanied by ~ certified check of not exceeding one per
ce~t (1%) of the mnount of refanding bonds so tendered to ~ldence the good
faith of the tender.
(c) In the event moneys in the sinking find shall accumulate to
the am~t of Twenty Thousand Dollars ($20,000.00) or more and remain o~
hand foe more than six months, notwithstanding the fact tha-t the City ha.s
~ade all c~lls for tenders of re~'unding bonds as req~Aired herein, such moneys
shall be applied to the redemption of refundi~ bonds to be selected by lot,
in an a~ount sufficient to exhaust such moneys, upon the first interest pay-
ment date thereafter occurring, provided t~at if such interest payment date
shoed occur ~ithin a period of ~ime ~es~ t~ that for which notice of re-
demption must be given, plus fifteen ~15) days, s~id moneys will be held as
~ special fund to be applied solely to the redemption of refunding bonds
upon the next succeedir~.~ interest payment date.
(d) All refunding bonds purchased or redeemed by the City shall
be caneelled immediately upon ~heir surrender to ~he City. The City shall not
~chase with moneys in the sinking fund any refunding bonds if and while it
may be in default in the p~yment of interest on any of such refunding bonds,
~ess tenders thereoff shall h~ve been accepted prior to such default, and
then it may purchase only the bonds covered by such tenders.
Section 7. Upon delivery of said Re/~Andln~ Bonds in exchange
for outstandin~ bonds and/or interest coupons and evidences of accrued
interest on said bonds up to May 1, 193~, as herein provided, ~! past due
e~pons on said ieffu_uding Bond~,~lf~ ~y, sh~ll be detached from said Refund-
~g Bond~ and cancelled by said oit~" md the amount called for by said
ln~erest coupons sh~.ll be paid by said Oit¥ to said Committee for equitable
distribution to these entitled to receive said Refundtn~ Bonds.
Section 0. Upon the delivery of said Refundi~ng Bonds in exchange
for said outstand~g bonds and/or i~te~est coupons and evidences of accrued
~terest on said bonds up to May 1, 1938, as herein provided, said outsSanding
bonds ~nd coupons and evidences of accrued interest shall be duly cancelled and
~stroyed by said City.
Section 9. The ¢i:y agrees that i~ will ~ctlvely ~..~ diligently
~mforoe the collection of all ta~es heretofore ~nd hereafter levied, and t'hat
it will re~uir., all such taxes to be paid in cash; provided, however, that
the City may &coopt bonds outstandl~ag or refunding bonds of said City in
~e~t of special assessments heretofore imposed by said City and of taxes
levied for the fiscalyear 1936-1937 and prior years, at par, but in the
ease of such taxes, only upon the condition that current taxes are paid in
cash simultaneously with or prior tol~e payment of such delinquent taxes.
Section 10. The City shall ~e the necessary proceedings for the
tSsuance of said Refunding Bonds under the supervision and direction of counsel
~er the Committee and such proceedings in connection with the issuance of
~wnds ~nder thais agreement and the legislation now existing and hereafter
~aeted or made effective relating to the issuance of the obligations herein
~ovided for, and the security therefor, as well as &ll legislation relating
~ the levyfl~g and enforci~g of taxes and the protection and enforcement of
~e rights of the holders of the obligations to be issued hereunder,
~ subject to the approval of counsel for the Committee as to the validity
~d sufficiency thereof for such purposes. ~eh counsel ~ust be s~tisfied that
~ bonds are to be paid from ad valorem taxes to 'me levied upon all taxable
~pe~ty, except ~roperty located within the former Town of Delray Beach,
~rida, a~d such other property as ~d have been exempt from t~xation under
~ Pro~sto~s of the laws and Constitution of Florida which were in force and
~eet at the time of the issuance of the bonds and interest obligations to
s remanded, a~d that the re~dtng bonds are not subject to or affected by
~ a~rse legisls, tion enacted after the ~ate the bonds and interest obliga-
~ems to be refunded wereissued. The refunding bonds must, in the ophimt
~ the ~mmittee~s counsel~ enjoy substanti~ t~e s~me rights ~d remedies
! the bonds and interest obligations re~ded, ~ud be in effect continua-
tlons, extensions, mergers and renewals of th~ obligations so refunded,
The proceedings authorizin~ said Refunding Bonds shall provide ttmt alt
rights and remedies which yore available flor the support and enfforcememt
of the obligations proposed to be re~ded shall continue and remain
available for the support and enforcement of the Refunding Bonds issued
in lieu t~ereof; ik~ther that th~ hold,rs of the Befunding Bonds shall
be subroga~ed to the rights of ~he holders of the obligations exchanged
therefor if said refundin~ bonds should be held invalid or unenforceable.
Section 11. The City shall pay ~11 expenses in connection with
the printing and delivery of the Bef=uding Bonds, ~nd shall ~lso have ~he
Refund~g Bonds vali4ated by decres of the Circuit Court for Palm Beach
C~unty, Florida, which decree shall b~ affirmed by the Supreme Court of
Florida, ..~mud such. validation~ proceedings~ and proceedings under~ them Federal
Municipal Bankruptcy Law, if required~by the Committee.as nereinaf~er pro-
vided for, shall be condUcted ~t the Oity's expense. All expenses of in-
dividual creditors, including the Committee. shall be paid by' such creditors.
The Committee shall be deemed a single creditor with r~spect to all bonds
and interest obligations deposited with it for all purposes under
agreement.
Section 12. All exchanges ~nall be ~ade t~ough such bank or
trust ~ompany as the C~m~ittee may designate, and all expenses o~her than
those heretofore provided for shall be paid by- the holders of said out-
standing bonds and interest obligations so re.Oanded. However, o~ or before
~ul.y l, ~9Z9, or such subsequent date ~z_may be fixed by mutual
oemween the City and the ~ttee, the City m=%y make agreements with all
holders of its bonds and interest Obligations, n~represented by the Com-
mittee, or the holders of such proportionate part thereof ~.s may be ~pproved
by the Committee, ~hich bind such ~reditor~ to participate in the Refunding
Plan and which contain adequate provisions for enforcement.w~tch cannot be
released, except with the Consen~ of the Committee. Such agreement shall
be subject to the a~proval of counsel for the Committee, unless identical
with this agreemenb. If the provisions of this section are not complied ~ith,
this agreement shall n~t terminate, but may at any tim~ ~e terminated by
election of the Commi~tee by notice in writi~ to.the City. The City agrees
that it will net release any holders of bonds~d/or interest obligations
concurrence of the Committee.
~ection 13. The Committee may reduce tlhe bonds ~d/or interest
obli§ations to be refunded hereunder, at any time held by the Committee~
to Judgment as they severally mature, and take any legal action not
Consistent with this aEreement; but its right and obli~ations under this
plan of refunding shall not be ~ffected thereby.
~ection 14. The ter~ ebonds" and "interest obligationse as used
in this agreement shall mean bonds and interest obligations of the City of
Delray Beach, Florida, of existi~g issues now outstandin£ and unoaid.
includin~ the principal amount of bonds and interest obl~ga~ions'~her~tofore
~r hereafter reduced to J~d~ment, except bonds and o~ligatio~s of the
Town of Delray Beach.
Section 15. Tae Committee a~rees to use its best efforts to effect
a refundin~ and exchanEe of the outstanding bonds and interest obligations
en the terms set out herein and is hereby exclusively designated as the
&Eency through which such refunding and, exchanEe shall be effected, subject,
~ever, to the right of the City to effect exchanges as provided for in Sec-
~on 12. The City agrees to assist in. every possible way to effect such refun-
d/rig and exchange. In the event such refunding and exchanEe cannot be carried
e~It by ~aid C~m~lttee by reason of the failure smd/or refusal of ~editors to
eree thereto, or for any other reason deemed sufficient by the C~mmittee,
re shall be no liability upon the part of s~id Committee or the individual
~embers thereof.
·
Section 16. Pendi~g the preparation, delivery and exchange of
said. Refunding Bonds, the ~ity sh~ll provide annually for the levy and
collection of t~xes to service said Re~iz~ Bonds on th~ terms set out
in Section ;5~ to the same extent as though said Refundin[: Bonds ~;~ere ac-
=ually p.repamed delivered ~ exchanged. The proceeds o:~ s~id tax collec-
tion s~ll be held in the interest and sinking fund for the Refunding Bonds
herein provided for~ and in the event said Re~ding Bonds are not pre-
pared, delivered ama exchanged, shall be paid over to the Committee to be
used to redeem interest obligations held by said Committee, on an equit-
able and pro-rata basis. The Committee shall have the exclusive right to
declare this Sect~on null and void ~ the event said Refunding Bonds are
not, or cannot be prepared, delivered and exchanged within a reasonable
time a~er t~e date of the execution of this instrument..
Section 17. Anticipated collections of delinquent taxes and special
assessments shall not be considered as revenues avail;~bte for the payment
of the principal or interest of the Refunding Bonds in preparing the budget
of the City or in fixing the tax levy fo~ any fiscal year, but the City shall
pay all moneys received by it through the collection of delinquent taxes and
speci~l assessments to the purposes for which they '.ere levied.
Section 18. The proceeds oi? all debt ~ervice taxes heretofore or
hereaft~.r levied ~.~nd i~posed by the City ~-and of all special assessments
heretofore imposed by the City shall be paid into t~ze sinking fund herein
provided for~ and shall ~e used exclusively for the payment of interest on
the refunding bonds and .for the payment, purch~;se or red~pt~on of refund-
in~ bonds, as ~erein provided.
Section 19. Prior to the issuance and delivery of the rcz'unding bonds
conte.mplated by this agre~ent, the Committee may, ~t its election, termin-
ate this agreement upon the occurrence of either one or more of th~; following
events~
(1) If the City s~ll fail to collect ~nd pay to the
mittee in =ny year the minimum In%crest rates p~ovided in
Section 2 lxereof, on ~h bonds ~n,:~ i~Aterest oblig;~tions
controlled by rue Co~ittee;
(2) If the City s~s. ll oDers_to in ~ny one y~r at ~ sub-
stab:ut ia 1 deficit;
(?) If tl~e City sb~ll default in the performance of any
of the 2er:ns of this refulnding contr~ct ~d such default
shall continue for a period of ni~ety (90) days ~fter
n~tice 'oy the Committee.
Section ~0. No delay or omissio:~ by the Committee to exercise any
right or power accrui~ upon any' default shall i~pair any such right or
power, or s~all be construed to be ~.~ .,'aiver o~' ~:~any such def~ult o~ ac0ulescence
therein; and overT' such right ~n(~ po~'er may be exercised at any time as ~ay
by the Co.;~ittee be deemed expedient.
Section 21. f~ny notice provided for by the ter:~s of this ~..greement
to be given on beh~.lf of the Committee m~y be signed by the Chairm~n o!- two
membe.~s of the Committe~,~ ¥1vi~:~g it.~ ~y ~.otice re~Ired by the ter:~$ of this
Agree;.ae.nt to 'be given to ~he City o.I Delr~y Bes. cl~ may be se~t by regist(~red
m~il a~ssed to ~he Mayor ~t the C±ty Hail, De!ray Beach, Flori~ia.
Section 22. ~t any ~d ~iI tl~.~es, botl:z befor~ -~nd after t~e consum-
mation of t~e Pl.'_~n of Refunding, the Co;~mittee or its agents shall ~ave the
right to examine su~d make copies o~_~ the records of the City, including coz~-
tr~c2s '~ith third parties mad~ as conte:~'~plated herein, the minute books and
original ordir~ances of the City and th~ accounts ~d records of the City and
of any of its officials, an~i the C, ity, at the request of the Commit'~ee or of
its agents, shall zmarnish copies (duly certified if so requested) of ~.~ny doc-
uments, minutes , ordinances, accounts or records, anal statements relating
to moneys in hand or on deposit, assets and liabilities, t~xes, tax collec-
tlons, assessments or assessment collections, and relating directly or in-
directly to the financial affairs ~d condition of the City or any of its
officials in their official c;.~p~city.
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~ect:£on 23. This ~ree~ent, b~fore it is officer!ye, mu~t be adopted
~ ~ccordanee with the prov{stons of the Co~ittee~s de?osit agreement. Not-
~.~,~.~..~ding ;~uch adoption by the Committeo's depositor~ in the event the
~e~[~g b~ e~templat~ ~y th~s agre~m:ent are net issued ~rlor te ~uly
1~ 19~$'~, ti~is ag~ement ~y be terminated at the o~tion of either p~.rty,
previded~ however, t~t .,his agreement ~ay be e~ended beyond July l, ]9m9,
~ection ~4. The Committee shall not be obligated to d ecl~:tre the
P~ operative or m~e aDy exchanges re%less an~i ~til the s~:~e shall have
~ anuro~d By the hold,rs of n~t less th~ 757~ of the ~rin~i0al :~:~o~t of
~ ou~nd~g bonds, an~ by the holaers oi[ not less ti~fl 75~t bf t~? face
~t of interest obligations. If dem=r~de~ by the Co~ittee, the uity sha~
avail itself of the p~ovislons of t~e Federal ~icipal B~kruptcy ~:.c~, ~der
the supervision of co~sel for the Committes, to obta~ the cons~:nt o~, non-
COns,~tlng bondholder;: and ~terest obliterations holders.
Section 25. This agreement shall not i~7~ose any individual or part-
nerz~:, liability upon any memb;~r of the Committee, it beiu~ intended that the
e~sn~'t~ a~ agreements ~s. de i).er~ by the members of the Co~ttee ~.re m~de
k"~ ~lely in a representative capacity; and the decisions of the Co~lttee on
~ matters herein orovi~ed for si~all be conclusively btn:~Ing on all parties.
Section ~6. This agree~aent shall r~spectively b!n~ and inure to tae
~neftt of the successors of t~e City an~U ;'~lso ~e successors of the Co=~ittee~
~d to the successors and s~vivor~ of the members of the Co~ittee.
Section ~7. Nothing here~ sh~ll orevent the Co~ittee, at a~
t~e after the eons~ation of the Ref~di[~:, f~om ~issolving, or at ~y
t~e ait~.r such conz~ation from distributi~'~g to the holders of certific te~
of depos~.t a~ or all of the Eef~d~g Bonds held by such Co~mittee.
IN ITN!?gS ~'~EOF, the parties hereto have ~ecuted this ~greement
~ duplicate and afl,ed their ~espective ~eals hereto a.s of the date
CIT~ OF D~[ BE~C5~ ~LO~iiDA
By
(Seal) ~ayor.
. C~ ty Cl~rk.
~-.,, ~n~, ~ 0 ~,~I · TEE
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