Res 56-05
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RESOLUTION NO. 56-05
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRA Y
BEACH, FLORIDA. AUTHORIZING THE ISSUANCE, FROM TIME TO TIME,
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REVENUE IMPROVEMENT BONDS, SERIES 2005, OF THE CITY OF
DELRA Y BEACH, FLORIDA FOR THE PURPOSE OF FINANCING ALL OR I
PORTION OF THE CITY'S OLD SCHOOL SQUARE PARKING GARAGE
PROJECT, INCLUDING LAND ACQUISITION AND CONSTRUCTION COSTS
AND ALL INCIDENTAL AND NECESSARY COSTS RELATING THERETO;
DETERMINING THE NEED FOR A NEGOTIATED SALE OF SUCH BONDS TO
SUNTRUST BANK; PROVIDING FOR THE TERMS AND PAYMENT OF SAID
REVENUE IMPROVEMENT BONDS, SERIES 2005 and THE RIGHTS,
REMEDIES AND SECURITY OF THE OWNERS THEREOF; MAKING
CERTAIN COVENANTS RELATING TO THE ISSUANCE OF SAID REVENUE
IMPROVEMENT BONDS, SERIES 2005; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT
WITH SUNTRUST BANK; AUTHORIZING THE PROPER OFFICERS OF THE
CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN
CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Delray Beach, Florida (the "City
Commission"), hereby determines that it is in the best interest of the City of Delray Beach,
Florida (the "City"), to finance certain costs relating to the acquisition and construction of the
City's Old School Square Parking Garage Project, as further described on Exhibit C attached
hereto, together with all incidental and necessary costs relating thereto (the "Project"); and
WHEREAS, on December 14, 1999, the City Commission did adopt Resolution
No. 76-99 (the "Bond Resolution") authorizing the issuance, from time to time, of revenue bonds
(the "Bonds") to financial capital projects in the City; and
WHEREAS, any capitalized term used in this Resolution and not otherwise defined, shall
have the meaning ascribed to such term in the Bond Resolution; and
I WHEREAS, pursuant to the Bond Resolution each series of Bonds issued thereunder
shall be payable from the City's covenant contained in the Bond Resolution to budget and
appropriate in each Fiscal Year, by budget amendment if necessary, Non-Ad Valorem
Revenues and deposit the same in the Debt Service Fund created and established under the
Bond Resolution (herein. the City's Covenant"); and
WHEREAS, pursuant to the terms and provisions of the Bond Resolution and this
i Resolution, the City shall issue a series of Bonds known as "City of Delray Beach, Florida
Revenue Improvement Bonds, Series 2005" (herein, the "2005 Bonds") to finance all or a
portion of the costs of the Project, including the costs of issuing such 2005 Bonds; and
WHEREAS, the principal amount of the 2005 Bonds authorized under this Resolution
shall not exceed $8,000,000; and
WHEREAS, the 2005 Bonds shall be secured by a pledge of and lien on the Pledged
Revenues; and
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Resolution No. 56-05
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WHEREAS, City staff has previously solicited bids from qualified lending institutions to
provide a closed-end line of credit as the vehicle by which the 2005 Bonds are to be issued and
the Project is to be financed; and
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SunTrust Bank, a banking organization organized under the laws of the State of Georgia with its
designated office in West Palm Beach, Florida (herein, the "Bank") has provided the best overall
bid to the City; and
WHEREAS, the City Commission hereby finds that in light of present market conditions,
the aforementioned bid provided by the Bank, the necessity for the funds in calendar year 2005
and calendar year 2006 and other factors described herein, it would be in the best interest of the
City to sell the 2005 Bonds to the Bank on a negotiated basis pursuant to the terms and
provisions of the Bond Resolution, this Resolution and that certain Bond Purchase Agreement
dated the date of delivery of the initial issuance of the 2005 Bonds (herein, the "Agreement") by
and between the City and the Bank in substantially the form attached hereto as Exhibit A.
NOW, THEREFORE, be it resolved by the City Commission of the City of Delray Beach,
Florida, as follows:
ARTICLE I
STATUTORY AUTHORITY; FINDINGS AND DEFINITIONS
I Section 1.1 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted
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pursuant to the provisions of the Charter of the City of Delray Beach, Florida, as amended and
supplemented, the Florida Constitution, Chapter 166, Florida Statutes, as amended and
supplemented and other applicable provisions of law (collectively, the "Act") and the authority
provided for in the Bond Resolution.
Section 1.2 FINDINGS. It is hereby ascertained, determined and declared:
i (a) That the City hereby authorizes that all or a portion of the Project be
financed from a portion of the proceeds derived from the 2005 Bonds issued pursuant to this
Resolution, together with all incidental and necessary costs and expenses associated therewith,
as more fully set forth in Section 1.2(d) hereof.
(b) That it is necessary and in the best economic interest of the City to
acquire, construct and implement the Project in order to provide public parking and promote
commerce in the East Atlantic Avenue corridor.
(c) That the Project will serve a valid municipal purpose.
(d) That the cost of the Project shall be deemed to include, but not be limited
to, the cost of acquisition, construction, improving, renovating and equipping all or a portion of
the Project, the cost of all real or personal property necessary therefor; administrative expenses;
design, engineering and legal expenses; the fees and expenses of Bond Counsel; the fees and
reasonable expenses of counsel for the Bank; expenses for estimates of costs; expenses for
plans, specifications, licenses and permits; and such other expenses as may be necessary or
incidental to the financing of the Project and the issuance of the 2005 Bonds herein authorized.
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Resolution No. 56-05
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(e) That the principal of and interest on the 2005 Bonds shall be secured
solely by the Pledged Revenues in the manner provided herein, provided that the Owner of the
2005 Bonds shall have no lien on any Non-Ad Valorem Revenues until deposited into the Debt
Service Fund. The ad valorem taxing power of the City will never be necessary or authorized to
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Resolution shall not constitute a lien upon any other property whatsoever of or in the City.
(f) That the City, having previously solicited bids for the sale of the 2005
Bonds, has determined that the best qualified bid for the 2005 Bonds was delivered by the
Bank.
(g) That the negotiated sale of the 2005 Bonds to the Bank is in the best
interest of the City by reason of the nature of and schedule for the completion of the Project, the
ability to receive advances of the proceeds of the 2005 Bonds when needed for the construction
of the Project and present market conditions.
(h) That the Agreement, in the form attached hereto as Exhibit A, is hereby
approved, with such omissions, insertions and variations as may be necessary and desirable,
as evidenced by the City's execution thereof and the Mayor (or in his absence, the Vice Mayor)
and City Clerk are hereby authorized to execute the same on behalf of the City.
(i) That pursuant to the provisions of the Bond Resolution and this
Resolution, the City may issue obligations in the future secured by Pledged Revenues.
I ü) On or before the final maturity of the 2005 Bonds, the City shall issue a
series of bonds pursuant to the terms and provisions of the Bond Resolution (the "Future
Bonds"), the net proceeds of which are hereby pledged for the payment of the principal of the
2005 Bonds.
(k) That any capitalized term not otherwise defined herein, shall have the
meaning ascribed to such term in the Bond Resolution.
I Section 1.3 DEFINITIONS. That, in addition to terms defined elsewhere in this
Resolution, the following terms shall have the following meanings unless the context otherwise
clearly requires:
"Bond Counsel" shall mean Greenberg Traurig, P.A. or any other firm of nationally
recognized bond counsel selected by the City and acceptable to the Bank.
"Bond Resolution" shall mean Resolution No. 76-99, adopted by the City Commission on
December 14, 1999.
I "Business Day" shall mean any day other than a Saturday or Sunday, or a day on which
the Bank is closed.
"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.
"City Commission" shall mean the duly constituted governing body of the City.
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Resoluüon No. 56-05
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"Closing Date" shall mean the first date the City issues all or a portion of the authorized
principal amount of the 2005 Bonds.
"Code" shall mean the Internal Revenue Code of 1986, as amended, the applicable
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of the same published in a form on which the City may rely as a matter of law.
"Determination of Taxability" shall mean the circumstance of interest paid or payable on
the 2005 Bonds becoming includable for federal income tax purposes in the gross income of the
Bondholder. A Determination of Taxability will be deemed to have occurred upon (i) the receipt
by the City or Bondholder of an original or a copy of an Internal Revenue Service Technical
Advice Memorandum or Statutory Notice of Deficiency which holds that any interest payable on
the 2005 Bonds is includable in the gross income of the Bondholder for federal income tax
purposes; (ii) the issuance of any public or private ruling of the Internal Revenue Service that
any interest payable on the 2005 Bonds is includable in the gross income of the Bondholder for
federal income tax purposes; or (Hi) receipt by the City or Bondholder of an opinion of a Bond
Counsel that any interest on the 2005 Bonds has become includable in the gross income of the
Bondholder for federal income tax purposes. For all purposes of this definition, a Determination
of Taxability will be deemed to occur on the date as of which the interest on the 2005 Bonds is
first deemed includable in the gross income of the Bondholder for federal income tax purposes.
"Interest Rate" shall mean with respect to the 2005 Bonds, unless the 2005 Bonds bear
interest at the Taxable Rate, a variable rate of interest on the 2005 Bonds which shall be equal
to 77% of LlBOR plus 28.5 basis points. The Interest Rate shall be calculated on the basis of a
360 day year of twelve thirty-day months and shall be recalculated by the Bank on the first
business day of each month.
"LlBOR" shall mean the thirty (30) day London Inter Bank Offered Rate published in the
Wall Street Journal.
"Maturity Date" shall mean, with respect to the unpaid principal of and interest on thë
2005 Bonds, June 1, 2008.
j "Owner," "Bondholder" or "registered holder" or any similar term shall mean the Bank or,
subject to the provisions of Section 2.4 hereof, any successor registered holder of the 2005
Bonds; provided no Bondholder may be the registered owner of less than $1,000,000 in the
aggregate principal amount of the 2005 Bonds.
"Paying Agent" shall mean the City's Finance Department or, if the City Commission
shall so determine by subsequent proceeding, any bank or trust company and any successor
bank or trust company appointed by the City to act as Paying Agent hereunder.
"Payment Date" shall mean, with respect to interest on the 2005 Bonds, each June 1
and December 1, commencing December 1, 2005 and with respect to principal on the 2005
Bonds, the Maturity Date and on any other date the principal of the 2005 Bonds is optionally
prepaid in whole or in part, provided that if such date is not a Business Day, the payment shall
be made on the next succeeding Business Day.
"Pledged Revenues" shall mean (a) with respect to interest on the 2005 Bonds, (i) the
Non-Ad Valorem Revenues deposited in the Debt Service Fund created and established under
the Bond Resolution, (ii) investment income received from the investment of moneys in the Debt
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I Resolution No. 56-05
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f Service Fund and accounts established thereunder and (iii) any other moneys deposited in the
Debt Service Fund or received by the Paying Agent in connection with the payment of interest
on the 2005 Bonds; (b) with respect to the payment of the principal of the 2005 Bonds on the
Maturity Date. or earlier prepayment date (i) the net proceeds of the Future Bonds. (ii) if the
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deposited in the Debt Service Fund pursuant to the City's Covenant and (iii) any other moneys
deposited in the Debt Service Fund or received by the Paying Agent in connection with the
repayment of the 2005 Bonds.
"Purchase Date" shall mean the Closing Date and any other date the 2005 Bonds are
issued by the City and purchased by the bank pursuant to the Agreement.
"Registrar" shall mean the City's Finance Department or, if the City Commission shall so
determine by subsequent proceeding, any bank or trust company and any successor bank or
trust company appointed by the City to act as Registrar hereunder.
"Resolution" shall mean this Resolution as the same may from time to time be amended
and supplemented in accordance with the terms hereof.
"Taxable Rate" shall mean the Interest Rate times 1.332.
"Tax Certificate" shall mean the Arbitrage Certificate of the City executed on the date of
initial delivery of the 2005 Bonds.
"2005 Bonds" shall mean the not to exceed $8,000,000 aggregate principal amount of
Revenue Improvement Bonds, Series 2005, authorized by the Bond Resolution and this
Resolution
Words importing singular number shall include the plural number and vice versa, as the
case may be and words importing persons shall include firms and corporations.
Section 1.4 RESOLUTION AND BOND RESOLUTION CONSTITUTE CONTRACT.
In consideration of the acceptance of the 2005 Bonds authorized to be issued hereunder by
those who shall own the same from time to time, this Resolution and the Bond Resolution shall
be deemed to be and shall constitute a contract between the City and the Bondholders 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 Bondholders.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 2005 BONDS
Section 2.1 AUTHORIZATION OF 2005 Bonds. Subject and pursuant to the
provisions of this Resolution and the Bond Resolution, obligations of the City of Delray Beach,
Florida, to be known as "Revenue Improvement Bonds, Series 2005" are hereby authorized to
be issued, from time to time, in the aggregate principal amount of not exceeding Eight Million
Dollars ($8,000,000) for the purpose of financing the costs of the Project.
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Section 2.2 DESCRIPTION OF 2005 Bonds. Notwithstanding the form of Bonds set
forth in the Bond Resolution, the text of the 2005 Bonds shall be substantially in the form
attached hereto as Exhibit B with such omissions, insertions and variations as may be
necessary and desirable, as evidenced by the City's execution thereof.
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Resolution No. 56-05
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The 2005 Bonds (initially issued in one (1) typewritten certificate) shall be dated the date
of initial issuance of such 2005 Bonds. The 2005 Bonds shall be issued in registered form.
Unless the interest rate on the 2005 Bonds is adjusted in accordance with Section 3.7 hereof,
the 2005 Bonds shall bear interest on the outstanding principal amount of the 2005 Bonds from
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December 1, 2005 with respect to the 2005 Bonds issued on the Closing Date and commencing
on such Payment Date that occurs at least 60 days after the issuance of the 2005 Bonds on any
other Purchase Date. Unless all or a portion of the Bonds is optionally prepaid in accordance
with the terms of this Resolution, the outstanding principal of the 2005 Bonds shall be payable
on the Maturity Date.
The 2005 Bonds shall be issued in a not to exceed principal amount of $8,000,000, but
the actual principal amount of the 2005 Bonds outstanding will be determined by the amount of
proceeds advanced by the Bank to the City on each Purchase Date pursuant to the provisions
of the Agreement.
Principal and interest on the 2005 Bonds 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 2005 Bonds shall be numbered in such manner as
may be prescribed by the Registrar.
The 2005 Bonds shall be payable, with respect to interest and principal, in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
Subject to the next succeeding paragraphs, the City may prepay the 2005 Bonds in
whole or in part, at any time or from time to time, without penalty or premium, by paying to the
registered holder all or part of the principal amount of the 2005 Bonds, 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 I
the City in a written notice delivered to the registered owner not less than two (2) Business Days
prior thereto. Notice having been given as aforesaid, the principal amount stated in such notice
or the whole thereof, as the case may be, shall become due and payable on the prepayment
date stated in such notice; and the amount of principal shall be paid (i) in case the entire unpaid
balance of the principal of the 2005 Bonds is to be paid, upon presentation and surrender of the
2005 Bonds to the office of the Paying Agent (the designated corporate trust office, if the Paying
Agent is not the City's Finance Department) and (ii) in case only part of the unpaid balance of
principal of the 2005 Bonds is to be paid, upon presentation of such 2005 Bonds at the office of
the Paying Agent (the designated corporate trust office, if the Paying Agent is not the City's
Finance Department) for notation thereon of the amount of principal then paid or for issuance of
a replacement 2005 Bond in the principal amount not redeemed. Notwithstanding the
provisions of clause (ii) above, if all of the 2005 Bonds are registered in the name of the Bank, a
partial prepayment may be effected by payment to the Bank of the principal, together with
unpaid interest accrued thereon, without surrender of the 2005 Bonds. If, on the prepayment
date, funds for the payment of the principal amount to be prepaid, together with unpaid interest
accrued thereon, shall not have been provided to the Paying Agent, as above provided, the
principal amount of the 2005 Bonds shall continue to be outstanding and to bear interest until
payment thereof at the Interest Rate.
Notwithstanding the provisions of clause (i) or (ii) above, if all of the 2005 Bonds are
registered in the name of the Bank, payments shall be effected by payment to the Bank of the
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Resolution No. 56-05
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principal and interest then due without surrender of the 2005 Bond so paid; such payment to be
evidenced by the records of the City and the Bank and such records shall be conclusive and
binding upon the City and the Owner absent manifest error.
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surrender the 2005 Bonds to the City marked "satisfied" or "paid in full." 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 Owner, as above
i provided, then from and after the prepayment date interest on such principal amount of the 2005
Bonds which are prepaid shall cease to accrue. If said funds shall not have been so paid on the
prepayment date, the principal amount of such 2005 Bonds shall continue to bear interest until
payment thereof at the applicable Interest Rate.
Any partial prepayment shall not postpone the due dates of, or relieve the amounts of,
any payments of interest due hereunder on the unpaid principal of the 2005 Bonds. Once the
City prepays a principal amount of the 2005 Bonds, the Bank shall have no obligation to
repurchase such amount if the City shall subsequently issue a like amount.
Section 2.3 EXECUTION OF THE 2005 Bonds. The 2005 Bonds shall be executed
in the name of the City by the signature of the Mayor or Vice Mayor of the City and its official
seal shall be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk.
The signatures of the Mayor or Vice Mayor of the City and City Clerk on the 2005 Bonds may be
manual or facsimile signatures. In case anyone or more of the officers who shall have signed
or sealed the 2005 Bonds shall cease to be such officer of the City before the 2005 Bonds so I
signed and sealed shall have been actually sold and delivered, such 2005 Bonds may
nevertheless be sold and delivered as herein provided and may be issued as if the person who
signed or sealed such 2005 Bonds had not ceased to hold such office. The 2005 Bonds may be
signed and sealed on behalf of the City by such person who at the actual time of the execution
of the 2005 Bonds shall hold the proper office, although at the date the 2005 Bonds shall be
actually delivered such person may not have held such office or may not have been so
authorized.
The 2005 Bonds shall bear thereon a certificate of authentication, in the form set forth on
Exhibit B attached hereto, executed manually by the Registrar (when the City's Finance
Department shall act as Registrar, the certificate of authentication shall be manually executed
by the City's Finance Director). Only the 2005 Bonds as shall bear thereon such certificate of
authentication shall be entitled to any right or benefit under this Resolution and no 2005 Bonds
shall be valid or obligatory for any purpose until such certificate of authentication shall have
been duly executed by the Registrar. The certificate of authentication of the Registrar upon the
2005 Bonds executed on behalf of the City shall be conclusive evidence that the 2005 Bonds so
authenticated have been duly authenticated and delivered under this Resolution and that the
Owner thereof is entitled to the benefits of this Resolution.
I Section 2.4 NEGOTIABILITY. REGISTRATION AND CANCELLATION. The
Registrar shall keep books for the registration of the 2005 Bonds and for the registration of
transfers of the 2005 Bonds. The 2005 Bonds shall be transferable at the option of the
registered Owner thereof to an institutional holder, but subject to the prior written approval of the
City's Director of Finance (which shall not be unreasonably withheld if the intended transferee
provides a suitability letter addressed to the City as to the sophistication of the investor) unless
such institutional holder is a bank or trust company, or unless such institutional holder, which is
not a bank or trust company, certifies in writing to the City prior to the transfer that it is an
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accredited investor within the meaning of Rule 501 of the Securities Act of 1933, as amended
and supplemented, in which case such approval shall not be required and upon surrender
thereof at the office of the Registrar (the designated corporate trust office of the Registrar if the
City's Finance Department is not the Registrar) with a written instrument of transfer satisfactory
the transfer of such 2005 Bond, the City shall issue in the name of the transferee a new 2005
Bond.
The City, the Paying Agent and the Registrar shall deem and treat the person in whose
name the 2005 Bonds shall be registered upon the books kept by the Registrar as the absolute
Owner of such 2005 Bonds, whether such 2005 Bonds shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal of and interest on such 2005 Bonds 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 2005 Bonds to the extent of the sum or sums so paid and neither the City, the Paying
Agent nor the Registrar shall be affected by any notice to the contrary.
In all cases in which the privilege of transferring the 2005 Bonds is exercised, the City
shall execute and the Registrar shall authenticate and deliver the 2005 Bonds in accordance
with the provisions of this Resolution. The 2005 Bonds surrendered in any such transfers shall
forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in
this Section. The City or the Registrar (if not the City's Finance Department) may require the
payment of a sum sufficient to pay any tax, fee or other governmental charges required to be
paid with respect to such transfer.
The 2005 Bonds paid or redeemed, in whole, either at or before maturity, shall be
delivered to the Registrar within a reasonable period of time after the payment or redemption is
made and such 2005 Bonds shall thereupon be canceled upon written acknowledgement from
the Owner that the 2005 Bonds have been paid in whole. The 2005 Bonds so canceled may at I
any time be destroyed by the Registrar, who shall execute a certificate of destruction in
duplicate by the signature of one of its authorized officers describing the 2005 Bonds and one
executed certificate shall be filed with the City and the other executed certificate shall be
retained by the Registrar (if not the City's Finance Department).
Section 2.5 MUTILATED. DESTROYED. STOLEN OR LOST 2005 Bonds. In case
any 2005 Bond shall become mutilated, destroyed, stolen or lost, the City shall execute and the
Registrar shall authenticate and deliver a new 2005 Bond of like date, maturity and
denomination as the 2005 Bond so mutilated, destroyed, stolen or lost; provided that, in the
case of any mutilated 2005 Bond, such mutilated 2005 Bond shall first be surrendered to the
City and, in the case of any lost, stolen or destroyed 2005 Bond, there shall first be furnished to
the City and the Registrar (if not the City's Finance Department) evidence of such loss, theft, or
destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to
them. In the event the 2005 Bonds shall be about to mature or have matured, instead of issuing
a duplicate 2005 Bond, 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 2005 Bond their
reasonable fees and expenses in connection with this transaction. Any 2005 Bonds
surrendered for replacement shall be canceled in the same manner as provided in Section 2.4
hereof.
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Any such duplicate 2005 Bond issued pursuant to this Section shall constitute additional
contractual obligations on the part of the City, whether or not the lost, stolen or destroyed 2005
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Bond be at any time found by anyone and such duplicate 2005 Bonds shall be entitled to equal
proportionate benefits and rights as to lien on the source and security for payment from Pledged
Revenues with the 2005 Bond issued hereunder.
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issuance of the 2005 Bonds, the City shall comply with the following conditions:
(a) Only with respect to the 2005 Bonds issued on the Closing Date, deliver
to the Bank a fully executed Tax Certificate; and
(b) Only with respect to the 2005 Bonds issued on the Closing Date, deliver
to the Bank a copy of a completed and executed Form 8038-G to be filed by the City with the
Internal Revenue Service; and
(c) On the Closing Date, deliver to the Bank an opinion of Bond Counsel,
satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and
enforceability of the 2005 Bonds and the due adoption of this Resolution (enforceability of such
instruments may be subject to standard bankruptcy exceptions and the like) and the exclusion
of interest on the 2005 Bonds from gross income for federal income tax purposes, that the 2005
Bonds are not specified "private activity bonds" within the meaning of Section 57(a)(5) of the
Code and, therefore, the interest on the 2005 Bonds 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 2005 Bonds owned by corporations may be sUbject to
the federal alternative minimum tax which is based in part on adjusted current earnings); and
(d) On the Closing Date. deliver to the Bank an opinion of the City Attorney,
satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and
enforceability of the 2005 Bonds, the Agreement and the due adoption of this Resolution and
! the Bond Resolution (enforceability may be subject to standard bankruptcy exceptions and the
like); and
(e) Deliver to the Bank one or more certificates of the City in form satisfactory
to the Bank certifying, among other things, that the City is in compliance with the term of the
Bond Resolution. On each Purchase Date the representations of the City set forth in such
certificates shall be automatically offered.
Section 2.7 INCORPORATION OF TERMS OF BOND RESOLUTION:
EXCEPTION Unless otherwise provided in this Resolution, the terms and provisions of the
Bond Resolution applicable to the 2005 Bonds are incorporated herein by reference and such
terms shall have the same effect as if expressly stated herein.
ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
Section 3.1 2005 BONDS NOT TO BE INDEBTEDNESS OF THE CITY. The 2005
Bonds shall not be or constitute an indebtedness of the City within the meaning of any
constitutional, statutory or other limitation of indebtedness, but shall be secured and payable
solely by the Pledged Revenues. No Bondholder 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
'I therein, to pay said 2005 Bonds or the interest thereon. The pledge of the Pledged Revenues
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will not constitute a lien upon any property of the City including any Non-Ad Valorem Revenues
which have not been deposited into the Debt Service Fund.
Section 3.2 2005 BONDS. The lien of the 2005 Bonds on the Pledged Revenues
parity with any of the Bonds issued pursuant to the requirements of the Bond Resolution. The
net proceeds of the Future Bonds only secure the 2005 Bonds.
Section 3.3 2005 BONDS SECURED BY PLEDGE OF PLEDGED REVENUES.
From and after the issuance of any of the 2005 Bonds and continuing until the payment of all
2005 Bonds as to principal and interest, the Pledged Revenues shall continue to be pledged for
the prompt payment of principal of and interest on said 2005 Bonds.
Section 3.4 COVENANTS OF THE CITY. As long as any of the principal of or interest
on any of the 2005 Bonds shall be outstanding and unpaid, or until there shall have been set
apart in the Debt Service Fund in accordance with Section 4.H of Article III of the Bond
Resolution a sum sufficient to pay, when due. the entire principal of the 2005 Bonds remaining
unpaid. together with interest accrued and to accrue thereon, the City covenants with the
Bondholders 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 2005 Bonds, 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 of the Tax Certificate, as such
certificate may be amended from time to time, as a source of guidance for achieving compliance
with the Code.
(2) The City covenants and agrees with the Bondholders 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 2005 Bonds, would cause any of the 2005
Bonds to be "private activity bonds" or "arbitrage bonds" 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 of the Treasury in connection with the 2005 Bonds pursuant to
Section 148(f) of the Code.
(4) 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 taxation of interest on the 2005 Bonds, the covenants contained in this Section shall
survive the payment of the 2005 Bonds and the interest thereon, including any payment or
discharge thereof pursuant to Section 4.H of the Bond Resolution.
I (b) Debt Service Fund. The Debt Service Fund created and established
! under the Bond Resolution shall constitute a trust fund for the benefit of the Bondholder and
shall be held by the City and shall be kept separate and distinct from all other funds of the City
and shall be used only for the purpose and in the manner provided in this Resolution.
Notwithstanding the provisions of the next preceding sentence, the City may deposit the
WPB-FS11SANF0RDS\561114\106\8/11/05\16187.0115OO 10
Resolution No. 56-05
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Pledged Revenues in a single bank account for the City, provided that adequate accounting
procedures are maintained to reflect and control the restricted allocations of the funds on
deposit therein for the various purposes of such funds. The designation and establishment of
the Debt Service Fund in and by the Bond Resolution shall not be construed to reQuire the
,
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 constituting Non-Ad Valorem
Revenues after payment has been made on the 2005 Bonds on any Payment Date, may be
withdrawn and deposited at the direction of the City to be used for any lawful municipal purpose.
Moneys on deposit in the Debt Service Fund may be invested in Permitted Investments
as authorized pursuant to the Bond Resolution, provided such investments mature not later than
the next succeeding Payment Date. Subject to the terms and provisions of the Code, all income
and earnings received from the investment and reinvestment of the moneys on deposit in the
Debt Service Fund shall remain on deposit in the Debt Service Fund and be used in the same
manner as other moneys on deposit therein.
(c) Non-Ad Valorem Revenues. The City will not repeal, amend or modify
any resolution or ordinance or take any action within its power to take relating to the imposition
and collection of Non-Ad Valorem Revenues in any manner so as to impair or adversely affect
in any manner the availability of such Non- Ad Valorem Revenues to pay debt service on the
2005 Bonds in the manner provided herein.
(d) Budget and Other Financial Information. The City shall demonstrate in
each annual budget that there are sufficient Non-Ad Valorem Revenues to pay the interest on
the 2005 Bonds coming due in such Fiscal Year and to meet the City's other obligations
hereunder and under the Bond Resolution. The City shall provide the Bank with a copy of its
annual budget within thirty (30) days of adoption, a copy of its Comprehensive Annual Financial
Report, within one hundred eighty (180) days after the end of the City's Fiscal Year and, upon
the request of the Bank, such other financial information regarding the City as the Bank may
reasonably request.
(e) Compliance with Bond Resolution. The City shall comply with the
terms of the Bond Resolution and shall not amend or supplement the Bond Resolution in any
way that would have a materially adverse effect on the Bondholders.
(f) Future Bonds. On or before the Maturity Date, the City shall issue the
Future Bonds pursuant to the terms and provisions of the Bond Resolution in a principal amount
sufficient to generate net proceeds at least equal to the Outstanding principal amount of the
2005 Bonds. If for any reason the City shall not issue the Future Bonds and the Bank does not
agree in its sole discretion, to extend the Maturity Date of the 2005 Bonds, the City's Covenant
shall automatically include sufficient No-Ad Valorem Revenues for deposit in the Debt Service
Fund. If necessary, the City shall amend its budget accordingly.
Section 3.5 REMEDIES OF BONDHOLDER. Subject to the equal rights of any
registered owner of Bonds issued pursuant to the provisions of the Bond Resolution, should the
City default in any obligation created by this Resolution, the Bondholders may, in addition to any
remedy set forth in this Resolution, either at law or in equity, by suit, action, mandamus or other \
WPB-FS1ISANF0RDSI551114v06\8111/05\16767.0115OO 11
Resolution No. 56-05
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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 contained in this Resolution and may enforce
and compel the performance of all duties required by this Resolution, or by any applicable
statutes to be performed by the City or by any officer thereof. The City hereby agrees with the
against the City which is not dismissed with prejudice within thirty (30) days of such filing shall
give the Bondholders the right to exercise any of the remedies provided to them under this I
Section 3.5 and Section 4.G of Article III of the Bond Resolution. Notwithstanding anything in
this Section 3.5 to the contrary the Bondholders' right to exercise any remedy permitted
hereunder shall be consistent with the rights afforded all registered owners of Bonds issued
pursuant to the provisions of the Bond Resolution.
Section 3.6 APPLICATION OF 2005 Bonds PROCEEDS. The proceeds of the 2005
Bonds received by the City from the Bank on each Purchase Date shall be used to finance the
costs of the Project. The City may replace all or a portion of the Project for any other capital
projects permitted under the Act; provided that Bond Counsel shall first deliver to the City and
the Bank an opinion to the effect that such substitution will not adversely affect the exclusion of
interest on the 2005 Bonds from gross income for federal income tax purposes.
Section 3.7 ADJUSTMENTS TO INTEREST RATE. Upon a Determination of
Taxability the interest rate on the Bonds shall be converted to the Taxable Rate.
In addition, the City shall also pay to the Bank any additions to tax, penalties and any
interest on the 2005 Bonds and any arrears in interest resulting from a Determination of
Taxability. Any penalties in the form of interest or otherwise shall be paid by the City on the
next succeeding Payment Date.
Notwithstanding any of the foregoing, it is the intention of the Bank (and any subsequent
Owner of any of the 2005 Bonds) and the City that the interest rate on the 2005 Bonds never
exceed the maximum rate permitted by law (the "Maximum Rate"). In the event of any
adjustment provided for in this Section 3.7 with respect to the 2005 Bonds would produce an
interest rate on the 2005 Bonds in excess of the Maximum Rate, the Owner shall not be entitled
to receive interest in excess of the Maximum Rate (herein, such amount is referred to as
"Excess Interest"). At any time thereafter, if the 2005 Bonds shall bear interest at an Interest
Rate, which is less than the Maximum Rate, the City shall also pay to the Owner the unpaid
Excess Interest until the earlier of (i) the Maturity Date, (ii) the date all of the Excess Interest has
been paid, or (Hi) any date the combination of the Interest Rate on the 2005 Bonds, plus the
Excess Interest, would exceed the Maximum Rate.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1 MODIFICATION OR AMENDMENT. No modification or amendment of
this Resolution or of any resolution amendatory thereof or supplemental thereto, may be made
without the consent in writing of all of the Bondholders.
Section 4.2 ADDITIONAL AUTHORIZATION. The Mayor, the Vice-Mayor, the City
Manager, the Finance Director, the Treasurer and any other proper official of the City, be and
each of them is hereby authorized and directed to execute and deliver any and all documents
and instruments and to do and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated by this Resolution.
WP8-FS1\SANFOROS\551114v06\8111/05\16787.0115OO 12
Resolution No. 56-05
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Section 4.3 SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the
covenants, agreements or provisions of this Resolution should be held contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then SLlch covenants,
remaining covenants, agreements or provisions and shall in no way affect the validity of any of
the other provisions of this Resolution or of the 2005 Bonds issued hereunder.
Section 4.4 REPEALER. All resolutions and orders, or parts thereof, in conflict
herewith are, to the extent of such conflict, hereby repealed and this Resolution shall take effect
upon its passage in the manner provided by law. In the event of a conflict between the
provisions of this Resolution and the Bond Resolution, the provisions of this Resolution shall
control.
Section 4.5 EFFECTIVE DATE. This Resolution shall be effective immediately upon
its adoption.
PASSED AND ADOPTED IN regular session on this 16th day of August, 2005.
THE CITY OF DELRA Y BEACH, FLORIDA
ATTEST: ~;~
By:
By: _ ~~ l.ù~œDo .J
~ ~ City Clerk
The f regoing resolution is hereby approved
me s to form this 6th day of August,
By:
WPB-FS1ISANFORDS\551114v06\8111i05\16787.0115OO 13
Resolution No. 5&05
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EXHIBIT A
BOND PURCHASE AGREEMENT
\ . ';;¡O' ";;¡O' , "
and between SunTrust Bank, a banking corporation organized under the laws of the State of
Georgia (herein the "Bank") and the City of Delray Beach, Florida, a municipal corporation of the
State of Florida (together with its successors and assigns, the "City").
W!IN EªS.ËIH:
WHEREAS, pursuant to the Act, as such term is defined in Resolution No. 76-99, as
supplemented by Resolution No. 56-05 (collectively, the "Resolution"), adopted by the City
Commission of the City on December 14 1999 and August 16, 2005, respectively, the City
authorized the issuance, from time to time, of not to exceed $8,000,000 in aggregate principal
amount of City of Delray Beach, Florida Revenue Improvement Bonds, Series 2005 (the
"Bonds"); and
WHEREAS, any capitalized term used in this Agreement and not otherwise defined shall
have the meaning ascribed to such term in the Resolution; and I
WHEREAS, the Bank has reviewed the Resolution and hereby finds the terms
acceptable; and
WHEREAS, on this date, the City has, pursuant to provisions of the Act, the Resolution
and this Agreement, agreed to issue and sell to the Bank and the Bank has, pursuant to the
terms of this Agreement and the terms and provisions of the Resolution, agreed to purchase, all
but not less than all, of the Bonds; and
WHEREAS, on each Purchase Date, the Bank shall purchase the 2005 Bonds in the
principal amount issued by the City; and
WHEREAS, the City and the Bank have heretofore negotiated the terms of the Bonds
and the Resolution and by execution of this Agreement each will have confirmed that such are
acceptable.
NOW THEREFORE, the City and the Bank hereby agree as follows:
1. Purchase and Sale. Upon the terms and conditions set forth herein and in the
Bonds and the Resolution and upon the representations and warranties of the City set forth in
the Resolution, the Tax Certificate and other closing certificates, the City agrees to sell on this
date and on each Purchase Date the Bonds on a negotiated basis to the Bank and the Bank
agrees on this date and on each Purchase Date to purchase, with immediately available funds,
the principal amount of the Bonds issued by the City. The purchase price for the Bonds shall be
equal to the principal amount of the Bonds so issued by the City. Since the dated date of the
Bonds is the date the Bonds are issued, there will be no accrued interest as part of the
purchase price. If the principal amount of Bonds sold to the Bank pursuant to this paragraph on
the date hereof is less than $8,000,000.00, the Bank agrees to purchase any additional Bonds
under the same terms as the Bonds so issued (except the dated date) up to a total aggregate
amount of $8,000,000. Each other date the Bank purchases the additional Bonds shall be a
Purchase Date. The City shall provide written notice to the Bank at least three (3) Business
WPB-FS11SANF0RDS\551114\106\8111/05\16787.0115OO
Resolution No. 56-05
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1
Days prior to each Payment Date, specifying the Purchase Date and the principal amount of
Bonds the City shall issue on that date.
2. Private Placement Neootiated Sale. The Bank hereby acknowledges that the
has been no offering document prepared by the City in connection with such sale.
3. Conditions for Purchase. The Bank's agreement to purchase the Bonds on this
date and each other Purchase Date is subject to the satisfaction of the conditions set forth in
Section 2.6 of Resolution No. 56-05. The Bank's purchase of the Bonds will constitute full
evidence that such conditions have been satisfied or waived.
4. Section 218.385 Florida Statutes. On or before the purchase of the Bonds, the
Bank has provided the City with the disclosure and truth-in-bonding statements required by and
in accordance with, Section 218.385, Florida Statutes, as amended and supplemented. The
above-referenced statements are attached to this Agreement as Schedule A.
5. Expenses. As between the City and the Bank, the Bank shall not be liable for
any expenses incurred by the City in connection with the issuance of the Bonds. The Bank
represents to the City that it has not employed or used the services of any attorney or other
professional in connection with the Bank's negotiations with the City and its purchase of the
Bonds other than Shutts & Bowen, LLP, which fee, in the amount of $3,000 shall be paid by
the City.
6. Trial bv Jurv Waived. The City and the Bank, for mutual consideration, each
acknowledged to be received by the other party hereto, mutually and willingly waive the right to
a trial by a jury in connection with any and all claims by any party hereto against the other
arising from or in connection with the transactions contemplated by this Agreement or the
Resolution.
7. Effectiveness. This Agreement shall become effective upon the execution by the
appropriate officials of the City and the Bank.
8. Headinos. The headings set forth in this Agreement are inserted for convenience
only and shall not be deemed to be a part hereof.
9. Amendment. No modification, alteration or amendment to this Agreement shall
be binding upon any party until such modification, alternation or amendment is reduced to
writing and executed by all parties hereto.
10. Governino Law. The laws of the State of Florida shall govern this Agreement.
11. Counterparts. This Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were signatories upon the same
instrument.
WPB-FS11SANF0RDSI55111'h06\8111/05\16787.0115OO
Resolution No. 56-05
A-2
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IN WITNESS WHEREOF, the City and the Bank has caused this Agreement to be
executed by its respective duly authorized officers all as of the date hereof.
SUNTRUST BANK
By:
Title:
(SEAL) Date: August_, 2005
CITY OF DELRA Y BEACH, FLORIDA
By:
Title:
(SEAL) Date: August _' 2005
WPB-FS1ISANFORDS\551114v06\8111/05\16787.0115OO
Resolution No. 56-05
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EXHIBIT B
FORM OF 2005 BOND
No. R- $8,000,000
(Not to exceed)
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF DELRAY BEACH, FLORIDA
REVENUE IMPROVEMENT BOND, SERIES 2005
I nterest Rate Maturitv Date Dated Date
Variable June 1, 2008 August -' 2005
For 1st Purchase Date
RE:<3ISlrE:RE:[) C>\nINE:R:-----------------------------SLJNlrRLJSlr ElANt(---------------------------------------
PRINCIPAL AMOUNT:--------------EIGHT MILLION DOLLARS ($8,000,000.00)---------------------
KNOW ALL ME:N BY THESE PRESENTS, that the City of Delray Beach (the "City") in
Palm Beach County, Florida, for value received, hereby promises to pay from the sources
herein mentioned, to the Registered Owner specified above or registered assigns on the
Maturity Date specified above or earlier upon optional prepayment as provided below, upon the
presentation and surrender hereof at the City's Finance Department or (if so determined by the
City) the designated trust office of the bank or trust company appointed by the City to act as
paying agent (said City's Finance Department or such bank or trust company and any bank or
trust company becoming successor paying agent being herein called the "Paying Agent"), the
Principal Amount outstanding from time to time and not previously prepaid with interest thereon
at the stated interest rate calculated on the basis of a 360-day year of 12 thirty-day months, on
each Payment Date in the manner specified in the within described Bond Resolution to the
registered owner. The interest rate on the Bond may be converted to a Taxable Rate or is
otherwise adjusted as provided in the Bond Resolution. The principal amount and accrued
interest thereon is payable in any coin or currency of the United States of America, which, on
the date of payment thereof, shall be legal tender for the payment of public and private debts.
lrhis Bond is authorized to be issued in a principal amount of not exceeding $8,000,000
under the authority of and in full compliance with the Constitution and statutes of the State of
Florida, including, particularly, Chapter 166, Florida Statutes, as amended and supplemented,
the Charter of the City of Delray Beach, Florida, as amended and supplemented and other
applicable provisions of law (the "Act") and Resolution No. 76-99 duly adopted on December 14,
1999 and Resolution No. 56-05 duly adopted on August 16, 2005 (collectively, the "Bond
Resolution"), as such resolutions may be further amended and supplemented from time to time
and is subject to all terms and conditions of said resolution. Any term used in this Bond and not
otherwise defined, shall have the meaning ascribed to such term in the Bond Resolution.
WPB-FS1ISANFORDS\551114v06\8/11/05\16787.0115OO
Resolution No. 56-05
B-1
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It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed, precedent to and in the issuance of this Bond 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 Bond, is in full compliance with all constitutional or statutory limitations or
provisions.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the certificate of authentication hereon shall
have been signed by an authorized officer of the Registrar.
This Bond shall bear interest at the Interest Rate, as such rate may be adjusted in
accordance with the terms of the Bond Resolution. Upon the occurrence of a Determination of
Taxability this Bond shall bear interest at the Taxable Rate.
Interest shall be payable on December 1, 2005 and each June 1 and December 1
thereafter and principal on the Bonds, unless prepaid, shall be payable on the Maturity Date,
provided that, in either case, such payment date is not a Business Day, the payment shall be
made on the next succeeding Business Day (each a "Payment Date"). The principal of and
interest on the Bonds shall be secured and payable solely by the Pledged Revenues (as defined
in the Bond Resolution), all in the manner provided in the Bond Resolution.
Subject to the terms and provisions of the Section 2.2 of Resolution No. 56-05 of the
City, the City may prepay this Bond 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
Bond, together with the unpaid interest accrued on the amount of principal so prepaid to the
date of such prepayment. Each prepayment shall be made on such date and in such principal
amount as shall be specified by the City in a written notice delivered to the registered owner not
less than two (2) Business Days prior thereto. Notice having been given as aforesaid, the
principal amount stated in such notice or the whole thereof, as the case may be, shall become
due and payable on the prepayment date stated in such notice; and the amount of principal
shall be paid (i) in case the entire unpaid balance of the principal of this Bond is to be paid, upon
presentation and surrender of such Bond to the office of the Paying Agent (the designated
corporate trust office, if the Paying Agent is not the City's Finance Department) and (ii) in case
only part of the unpaid balance of principal of this Bond is to be paid, upon presentation of such
Bond at the office of the Paying Agent (the designated corporate trust office, if the Paying Agent
is not the City's Finance Department) for notation thereon of the amount of principal then paid or
for issuance of a replacement Bond in the principal amount not redeemed. Notwithstanding the
provisions of clause (ii) above, if all of the Bonds are registered in the name of the Bank, a
partial prepayment may be effected by payment to the Bank of the principal, together with
unpaid interest accrued thereon, without surrender of this Bond. If, on the prepayment date,
funds for the payment of the principal amount to be prepaid, together with unpaid interest
accrued thereon, shall not have been provided to the Paying Agent, as above provided, the
principal amount of this Bond shall continue to be outstanding and to bear interest until payment
thereof at the Interest Rate.
WPB-FS1\SANF0RDSI5511141106\8111/05\16787.0115OO
Resolution No. 56-05
B-2
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Any partial prepayment shall not postpone the due dates of, or relieve the amounts of,
any payments due hereunder.
This Bond shall not be and shall not constitute an indebtedness of the City within the
meaning of any constitutional, statutory, charter or other limitations of indebtedness but shall be
secured and payable solely by the Pledged Revenues. No Holder of this Bond shall ever have i
the right to compel the exercise of ad valorem taxing power of the City, or taxation in any form of
any real property therein to pay the Bond or the interest thereon. No holder shall have a lien on
any Non-Ad Valorem Revenues until deposited into the Debt Service Fund created and
I, established under the Bond Resolution.
The terms and provisions of the Bond Resolution are incorporated in this Bond as
though such terms and provisions have been set out in full herein.
IN WITNESS WHEREOF, the City of Delray Beach, Florida, has caused this Bond to be
signed by its Mayor, either manually or with his facsimile signature and the seal of the City
Commission of the City of Delray Beach, Florida, to be affixed hereto or imprinted or reproduced
hereon and attested by the Clerk of the City, either manually or with her facsimile signature and
this Bond to be dated the Dated Date set forth above.
(SEAL) CITY OF DELRA Y BEACH, FLORIDA
ATTEST:
By:
Mayor
By:
Clerk of the City of Delray Beach, Florida
WP8-fS1\SANF0RDS\551114\/06\8111105\18787.0115OO
Resolution No. 56-05
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FORM OF CERTIFICATE OF AUTHENTICATION
Date of Authentication: ,2005
I This Bond is the Bond delivered pursuant to the within mentioned Resolution.
CITY OF DELRA Y BEACH
Finance Department, as Registrar
By:
Authorized Officer
WPB-FS1ISANF0RDSI551114v06\8111/05\16787.0115OO
Resolution No. 56-05
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,
ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print or typewrite name and address of assignee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints
Attorney to transfer the within Bond on the books kept for registration thereof, with full
power of substitution in the premises.
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 Bond in every particular, without
alteration or enlargement, or any change whatever.
WPB-FS1ISANfORDSI5511141106\8111105\16787.0115OO
Resolution No. 56-05
8-5
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EXHIBIT C
Project
, . ~. .'''' '"T -'. .'"
Garage Project, including all facilities relating thereto and any other municipal project.
(2) All related, necessary and incidental engineering, design, labor, contingency and costs
of issuing 2005 Bonds.
WPB-FS1\SANFORDSI561114v06\8/11/05\16787 011500
Resolution No. 56-05
C-1
MEMORANDUM
To: City Commission
From: David T. Harden, City Manager mt1
Subject: Proposed $8,000,000 Tax Exempt Line of Credit
Date: August 8, 2005
The Finance Department has analyzed bids received relative to an $8,000,000 Tax Exempt Line
of Credit agreement that shall be executed for the purpose of temporarily financing the cost of
land acquisition with respect to the Old School Square Park and Parking Garage Project. The
Line of Credit will be reimbursed with permanent financing upon completion of the project.
The Finance Department recommends Resolution No. 56-05 which authorizes SunTrust as the
provider of an $8,000,000 Line of Credit. SunTrust Bank bid a variable rate of the 30-day Libor
times 77% plus .285% (adjusted every 30-days) for a three (3) year term. Libor (London
Interbank Offered Rate) is a common rate index used in the field of finance. Based on the current
day Libor, the rate would be 3.03%. The agreement will allow for pre-payment at any time without
penalty.
I concur with their recommendation.
c: R.S. O'Connor, Treasurer
commiss05taxememptloc.doc
3~
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MEMORANDUM
To: Mr. Harden, City Manager
From: , Rebecca S. O'Connor, Treasurer
~
Joseph M. saffor~e~tor of Finance
Thru:
Subject: Proposed $8,000,000 Tax Exempt Line of Credit/Resolution No. 56-05
Date: August8,2005
The attached Resolution No. 56-05 authorizes the issuance of Revenue Bonds not to exceed
$8,000,000 for the purpose of financing all or portion of the City's Old School Square Parking
Garage Project and approves SunTrust Bank as the provider. SunTrust Bank was the low bidder
offered a variable rate of the 30-day Libor times 77% plus .285% (adjusted every 30-days) for a
three (3) year term. Libor (London Interbank Offered Rate) is a common rate index used in the
field of finance. Based on the current day Libor, the rate would be 3.03%. The agreement will
allow for pre-payment at any time without penalty.
The following is a tabulation of the bids:
Financial Institution Rate Current Rate
Bank of America 63% of the 30 Day Libor +1.26% 3.53%
Fifth Third Bank 30 day Libor 3.57%
Sun Trust Bank 77% of the 30 Day Libor + .285% 3.03%
Wachovia 85% of the 30 Day Libor + .16% 3.19%
I recommend approval of Resolution No. 56-05.
c: R.S. O'Connor, Treasurer
commiss05taxememptloc.doc
RESOLUTION NO. 56-05
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE, FROM TIME TO TIME,
OF NOT TO EXCEED $8,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
REVENUE IMPROVEMENT BONDS, SERIES 2005, OF THE CITY OF
DELRAY BEACH, FLORIDA FOR THE PURPOSE OF FINANCING ALL OR
PORTION OF THE CITY'S OLD SCHOOL SQUARE PARKING GARAGE
PROJECT, INCLUDING LAND ACQUISITION AND CONSTRUCTION COSTS
AND ALL INCIDENTAL AND NECESSARY COSTS RELATING THERETO;
DETERMINING THE NEED FOR A NEGOTIATED SALE OF SUCH BONDS TO
SUNTRUST BANK; PROVIDING FOR THE TERMS AND PAYMENT OF SAID
REVENUE IMPROVEMENT BONDS, SERIES 2005 and THE RIGHTS,
REMEDIES AND SECURITY OF THE OWNERS THEREOF; MAKING
CERTAIN COVENANTS RELATING TO THE ISSUANCE OF SAID REVENUE
IMPROVEMENT BONDS, SERIES 2005; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT
WITH SUNTRUST BANK; AUTHORIZING THE PROPER OFFICERS OF THE
CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE IN
CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Delray Beach, Florida (the "City
Commission"), hereby determines that it is in the best interest of the City of Delray Beach,
Florida (the "City"), to finance certain costs relating to the acquisition and construction of the
City's Old School Square Parking Garage Project, as further described on Exhibit C attached
hereto, together with all incidental and necessary costs relating thereto (the "Project"); and
WHEREAS, on December 14, 1999, the City Commission did adopt Resolution
No. 76-99 (the "Bond Resolution") authorizing the issuance, from time to time, of revenue bonds
(the "Bonds") to financial capital projects in the City; and
WHEREAS, any capitalized term used in this Resolution and not otherwise defined, shall
have the meaning ascribed to such term in the Bond Resolution; and
WHEREAS, pursuant to the Bond Resolution each series of Bonds issued thereunder
shall be payable from the City's covenant contained in the Bond Resolution to budget and
appropriate in each Fiscal Year, by budget amendment if necessary, Non-Ad Valorem
Revenues and deposit the same in the Debt Service Fund created and established under the
Bond Resolution (herein, the City's Covenant"); and
WHEREAS, pursuant to the terms and provisions of the Bond Resolution and this
Resolution, the City shall issue a series of Bonds known as "City of Delray Beach, Florida
Revenue Improvement Bonds, Series 2005" (herein, the "2005 Bonds") to finance all or a
portion of the costs of the Project, including the costs of issuing such 2005 Bonds; and
WHEREAS, the principal amount of the 2005 Bonds authorized under this Resolution
shall not exceed $8,000,000; and
WHEREAS, the 2005 Bonds shall be secured by a pledge of and lien on the Pledged
Revenues; and
WPB-FS1 ISANFORDS\5511141106\B111/05\ 16787 .011500
Resolution No. 56-05
WHEREAS, City staff has previously solicited bids from qualified lending institutions to
provide a closed-end line of credit as the vehicle by which the 2005 Bonds are to be issued and
the Project is to be financed; and
WHEREAS, City staff has determined and the City Commission hereby concurs that
SunTrust Bank, a banking organization organized under the laws of the State of Georgia with its
designated office in West Palm Beach, Florida (herein, the "Bank") has provided the best overall
bid to the City; and
WHEREAS, the City Commission hereby finds that in light of present market conditions,
the aforementioned bid provided by the Bank, the necessity for the funds in calendar year 2005
and calendar year 2006 and other factors described herein, it would be in the best interest of the
City to sell the 2005 Bonds to the Bank on a negotiated basis pursuant to the terms and
provisions of the Bond Resolution, this Resolution and that certain Bond Purchase Agreement
dated the date of delivery of the initial issuance of the 2005 Bonds (herein, the "Agreement") by
and between the City and the Bank in substantially the form attached hereto as Exhibit A.
NOW, THEREFORE, be it resolved by the City Commission of the City of Delray Beach,
Florida, as follows:
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, Florida Statutes, as amended and
supplemented and other applicable provisions of law (collectively, the "Act") and the authority
provided for in the Bond Resolution.
Section 1.2 FINDINGS. It is hereby ascertained, determined and declared:
(a) That the City hereby authorizes that all or a portion of the Project be
financed from a portion of the proceeds derived from the 2005 Bonds issued pursuant to this
Resolution, together with all incidental and necessary costs and expenses associated therewith,
as more fully set forth in Section 1.2(d) hereof.
(b) That it is necessary and in the best economic interest of the City to
acquire, construct and implement the Project in order to provide public parking and promote
commerce in the East Atlantic Avenue corridor.
(c) That the Project will serve a valid municipal purpose.
(d) That the cost of the Project shall be deemed to include, but not be limited
to, the cost of acquisition, construction, improving, renovating and equipping all or a portion of
the Project, the cost of all real or personal property necessary therefor; administrative expenses;
design, engineering and legal expenses; the fees and expenses of Bond Counsel; the fees and
reasonable expenses of counsel for the Bank; expenses for estimates of costs; expenses for
plans, specifications, licenses and permits; and such other expenses as may be necessary or
incidental to the financing of the Project and the issuance of the 2005 Bonds herein authorized.
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(e) That the principal of and interest on the 2005 Bonds shall be secured
solely by the Pledged Revenues in the manner provided herein, provided that the Owner of the
2005 Bonds shall have no lien on any Non-Ad Valorem Revenues until deposited into the Debt
Service Fund. The ad valorem taxing power of the City will never be necessary or authorized to
pay the principal of and interest on the 2005 Bonds and the 2005 Bonds issued pursuant to this
Resolution shall not constitute a lien upon any other property whatsoever of or in the City.
(f) That the City, having previously solicited bids for the sale of the 2005
Bonds, has determined that the best qualified bid for the 2005 Bonds was delivered by the
Bank.
(g) That the negotiated sale of the 2005 Bonds to the Bank is in the best
interest of the City by reason of the nature of and schedule for the completion of the Project, the
ability to receive advances of the proceeds of the 2005 Bonds when needed for the construction
of the Project and present market conditions.
(h) That the Agreement, in the form attached hereto as Exhibit A, is hereby
approved, with such omissions, insertions and variations as may be necessary and desirable,
as evidenced by the City's execution thereof and the Mayor (or in his absence, the Vice Mayor)
and City Clerk are hereby authorized to execute the same on behalf of the City.
(i) That pursuant to the provisions of the Bond Resolution and this
Resolution, the City may issue obligations in the future secured by Pledged Revenues.
U) On or before the final maturity of the 2005 Bonds, the City shall issue a
series of bonds pursuant to the terms and provisions of the Bond Resolution (the "Future
Bonds"), the net proceeds of which are hereby pledged for the payment of the principal of the
2005 Bonds.
(k) That any capitalized term not otherwise defined herein, shall have the
meaning ascribed to such term in the Bond Resolution.
Section 1.3 DEFINITIONS. That, in addition to terms defined elsewhere in this
Resolution, the following terms shall have the following meanings unless the context otherwise
clearly requires:
"Bond Counsel" shall mean Greenberg Traurig, P.A. or any other firm of nationally
recognized bond counsel selected by the City and acceptable to the Bank.
"Bond Resolution" shall mean Resolution No. 76-99, adopted by the City Commission on
December 14,1999.
"Business Day" shall mean any day other than a Saturday or Sunday, or a day on which
the Bank is closed.
"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.
"City Commission" shall mean the duly constituted governing body of the City.
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"Closing Date" shall mean the first date the City issues all or a portion of the authorized
principal amount of the 2005 Bonds.
"Code" shall mean the Internal Revenue Code of 1986, as amended, the applicable
Treasury Regulations promulgated thereunder and any administrative or judicial interpretations
of the same published in a form on which the City may rely as a matter of law.
"Determination of Taxability" shall mean the circumstance of interest paid or payable on
the 2005 Bonds becoming includable for federal income tax purposes in the gross income of the
Bondholder. A Determination of Taxability will be deemed to have occurred upon (i) the receipt
by the City or Bondholder of an original or a copy of an Internal Revenue Service Technical
Advice Memorandum or Statutory Notice of Deficiency which holds that any interest payable on
the 2005 Bonds is includable in the gross income of the Bondholder for federal income tax
purposes; (ii) the issuance of any public or private ruling of the Internal Revenue Service that
any interest payable on the 2005 Bonds is includable in the gross income of the Bondholder for
federal income tax purposes; or (iii) receipt by the City or Bondholder of an opinion of a Bond
Counsel that any interest on the 2005 Bonds has become includable in the gross income of the
Bondholder for federal income tax purposes. For all purposes of this definition, a Determination
of Taxability will be deemed to occur on the date as of which the interest on the 2005 Bonds is
first deemed includable in the gross income of the Bondholder for federal income tax purposes.
"Interest Rate" shall mean with respect to the 2005 Bonds, unless the 2005 Bonds bear
interest at the Taxable Rate, a variable rate of interest on the 2005 Bonds which shall be equal
to 77% of LlBOR plus 28.5 basis points. The Interest Rate shall be calculated on the basis of a
360 day year of twelve thirty-day months and shall be recalculated by the Bank on the first
business day of each month.
"LlBOR" shall mean the thirty (30) day London Inter Bank Offered Rate published in the
Wall Street Journal.
"Maturity Date" shall mean, with respect to the unpaid principal of and interest on the
2005 Bonds, June 1, 2008.
"Owner," "Bondholder" or "registered holder" or any similar term shall mean the Bank or,
subject to the provisions of Section 2.4 hereof, any successor registered holder of the 2005
Bonds; provided no Bondholder may be the registered owner of less than $1,000,000 in the
aggregate principal amount of the 2005 Bonds.
"Paying Agent" shall mean the City's Finance Department or, if the City Commission
shall so determine by subsequent proceeding, any bank or trust company and any successor
bank or trust company appointed by the City to act as Paying Agent hereunder.
"Payment Date" shall mean, with respect to interest on the 2005 Bonds, each June 1
and December 1, commencing December 1, 2005 and with respect to principal on the 2005
Bonds, the Maturity Date and on any other date the principal of the 2005 Bonds is optionally
prepaid in whole or in part, provided that if such date is not a Business Day, the payment shall
be made on the next succeeding Business Day.
"Pledged Revenues" shall mean (a) with respect to interest on the 2005 Bonds, (i) the
Non-Ad Valorem Revenues deposited in the Debt Service Fund created and established under
the Bond Resolution, (ii) investment income received from the investment of moneys in the Debt
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Service Fund and accounts established thereunder and (iii) any other moneys deposited in the
Debt Service Fund or received by the Paying Agent in connection with the payment of interest
on the 2005 Bonds; (b) with respect to the payment of the principal of the 2005 Bonds on the
Maturity Date, or earlier prepayment date (i) the net proceeds of the Future Bonds, (ii) if the
Future Bonds are not issued on or before the Maturity Date, the Non-Ad Valorem Revenue
deposited in the Debt Service Fund pursuant to the City's Covenant and (iii) any other moneys
deposited in the Debt Service Fund or received by the Paying Agent in connection with the
repayment of the 2005 Bonds.
"Purchase Date" shall mean the Closing Date and any other date the 2005 Bonds are
issued by the City and purchased by the bank pursuant to the Agreement.
"Registrar" shall mean the City's Finance Department or, if the City Commission shall so
determine by subsequent proceeding, any bank or trust company and any successor bank or
trust company appointed by the City to act as Registrar hereunder.
"Resolution" shall mean this Resolution as the same may from time to time be amended
and supplemented in accordance with the terms hereof.
"Taxable Rate" shall mean the Interest Rate times 1.332.
"Tax Certificate" shall mean the Arbitrage Certificate of the City executed on the date of
initial delivery of the 2005 Bonds.
"2005 Bonds" shall mean the not to exceed $8,000,000 aggregate principal amount of
Revenue Improvement Bonds, Series 2005, authorized by the Bond Resolution and this
Resolution
Words importing singular number shall include the plural number and vice versa, as the
case may be and words importing persons shall include firms and corporations.
Section 1.4 RESOLUTION AND BOND RESOLUTION CONSTITUTE CONTRACT.
In consideration of the acceptance of the 2005 Bonds authorized to be issued hereunder by
those who shall own the same from time to time, this Resolution and the Bond Resolution shall
be deemed to be and shall constitute a contract between the City and the Bondholders 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 Bondholders.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF 2005 BONDS
Section 2.1 AUTHORIZATION OF 2005 Bonds. Subject and pursuant to the
provisions of this Resolution and the Bond Resolution, obligations of the City of Delray Beach,
Florida, to be known as "Revenue Improvement Bonds, Series 2005" are hereby authorized to
be issued, from time to time, in the aggregate principal amount of not exceeding Eight Million
Dollars ($8,000,000) for the purpose of financing the costs of the Project.
Section 2.2 DESCRIPTION OF 2005 Bonds. Notwithstanding the form of Bonds set
forth in the Bond Resolution, the text of the 2005 Bonds shall be substantially in the form
attached hereto as Exhibit B with such omissions, insertions and variations as may be
necessary and desirable, as evidenced by the City's execution thereof.
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Resolution No. 56-05
The 2005 Bonds (initially issued in one (1) typewritten certificate) shall be dated the date
of initial issuance of such 2005 Bonds. The 2005 Bonds shall be issued in registered form.
Unless the interest rate on the 2005 Bonds is adjusted in accordance with Section 3.7 hereof,
the 2005 Bonds shall bear interest on the outstanding principal amount of the 2005 Bonds from
time to time at the Interest Rate and shall be payable on each Payment Date, commencing
December 1, 2005 with respect to the 2005 Bonds issued on the Closing Date and commencing
on such Payment Date that occurs at least 60 days after the issuance of the 2005 Bonds on any
other Purchase Date. Unless all or a portion of the Bonds is optionally prepaid in accordance
with the terms of this Resolution, the outstanding principal of the 2005 Bonds shall be payable
on the Maturity Date.
The 2005 Bonds shall be issued in a not to exceed principal amount of $8,000,000, but
the actual principal amount of the 2005 Bonds outstanding will be determined by the amount of
proceeds advanced by the Bank to the City on each Purchase Date pursuant to the provisions
of the Agreement.
Principal and interest on the 2005 Bonds 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 2005 Bonds shall be numbered in such manner as
may be prescribed by the Registrar.
The 2005 Bonds shall be payable, with respect to interest and principal, in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
Subject to the next succeeding paragraphs, the City may prepay the 2005 Bonds in
whole or in part, at any time or from time to time, without penalty or premium, by paying to the
registered holder all or part of the principal amount of the 2005 Bonds, together with the unpaid
interest accrued on the amount of principal so prepaid to the date of such prepayment. Each
prepayment shall be made on such date and in such principal amount as shall be specified by
the City in a written notice delivered to the registered owner not less than two (2) Business Days
prior thereto. Notice having been given as aforesaid, the principal amount stated in such notice
or the whole thereof, as the case may be, shall become due and payable on the prepayment
date stated in such notice; and the amount of principal shall be paid (i) in case the entire unpaid
balance of the principal of the 2005 Bonds is to be paid, upon presentation and surrender of the
2005 Bonds to the office of the Paying Agent (the designated corporate trust office, if the Paying
Agent is not the City's Finance Department) and (ii) in case only part of the unpaid balance of
principal of the 2005 Bonds is to be paid, upon presentation of such 2005 Bonds at the office of
the Paying Agent (the designated corporate trust office, if the Paying Agent is not the City's
Finance Department) for notation thereon of the amount of principal then paid or for issuance of
a replacement 2005 Bond in the principal amount not redeemed. Notwithstanding the
provisions of clause (ii) above, if all of the 2005 Bonds are registered in the name of the Bank, a
partial prepayment may be effected by payment to the Bank of the principal, together with
unpaid interest accrued thereon, without surrender of the 2005 Bonds. If, on the prepayment
date, funds for the payment of the principal amount to be prepaid, together with unpaid interest
accrued thereon, shall not have been provided to the Paying Agent, as above provided, the
principal amount of the 2005 Bonds shall continue to be outstanding and to bear interest until
payment thereof at the Interest Rate.
Notwithstanding the provisions of clause (i) or (ii) above, if all of the 2005 Bonds are
registered in the name of the Bank, payments shall be effected by payment to the Bank of the
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principal and interest then due without surrender of the 2005 Bond so paid; such payment to be
evidenced by the records of the City and the Bank and such records shall be conclusive and
binding upon the City and the Owner absent manifest error.
Upon a prepayment in whole, the City understands that the Bank will promptly thereafter
surrender the 2005 Bonds to the City marked "satisfied" or "paid in full." 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 Owner, as above
provided, then from and after the prepayment date interest on such principal amount of the 2005
Bonds which are prepaid shall cease to accrue. If said funds shall not have been so paid on the
prepayment date, the principal amount of such 2005 Bonds shall continue to bear interest until
payment thereof at the applicable Interest Rate.
Any partial prepayment shall not postpone the due dates of, or relieve the amounts of,
any payments of interest due hereunder on the unpaid principal of the 2005 Bonds. Once the
City prepays a principal amount of the 2005 Bonds, the Bank shall have no obligation to
repurchase such amount if the City shall subsequently issue a like amount.
Section 2.3 EXECUTION OF THE 2005 Bonds. The 2005 Bonds shall be executed
in the name of the City by the signature of the Mayor or Vice Mayor of the City and its official
seal shall be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk.
The signatures of the Mayor or Vice Mayor of the City and City Clerk on the 2005 Bonds may be
manual or facsimile signatures. In case anyone or more of the officers who shall have signed
or sealed the 2005 Bonds shall cease to be such officer of the City before the 2005 Bonds so
signed and sealed shall have been actually sold and delivered, such 2005 Bonds may
nevertheless be sold and delivered as herein provided and may be issued as if the person who
signed or sealed such 2005 Bonds had not ceased to hold such office. The 2005 Bonds may be
signed and sealed on behalf of the City by such person who at the actual time of the execution
of the 2005 Bonds shall hold the proper office, although at the date the 2005 Bonds shall be
actually delivered such person may not have held such office or may not have been so
authorized.
The 2005 Bonds shall bear thereon a certificate of authentication, in the form set forth on
Exhibit B attached hereto, executed manually by the Registrar (when the City's Finance
Department shall act as Registrar, the certificate of authentication shall be manually executed
by the City's Finance Director). Only the 2005 Bonds as shall bear thereon such certificate of
authentication shall be entitled to any right or benefit under this Resolution and no 2005 Bonds
shall be valid or obligatory for any purpose until such certificate of authentication shall have
been duly executed by the Registrar. The certificate of authentication of the Registrar upon the
2005 Bonds executed on behalf of the City shall be conclusive evidence that the 2005 Bonds so
authenticated have been duly authenticated and delivered under this Resolution and that the
Owner thereof is entitled to the benefits of this Resolution.
Section 2.4 NEGOTIABILITY, REGISTRATION AND CANCELLATION. The
Registrar shall keep books for the registration of the 2005 Bonds and for the registration of
transfers of the 2005 Bonds. The 2005 Bonds shall be transferable at the option of the
registered Owner thereof to an institutional holder, but subject to the prior written approval of the
City's Director of Finance (which shall not be unreasonably withheld if the intended transferee
provides a suitability letter addressed to the City as to the sophistication of the investor) unless
such institutional holder is a bank or trust company, or unless such institutional holder, which is
not a bank or trust company, certifies in writing to the City prior to the transfer that it is an
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accredited investor within the meaning of Rule 501 of the Securities Act of 1933, as amended
and supplemented, in which case such approval shall not be required and upon surrender
thereof at the office of the Registrar (the designated corporate trust office of the Registrar if the
City's Finance Department is not the Registrar) with a written instrument of transfer satisfactory
to the Registrar duly executed by the registered Owner or his duly authorized attorney. Upon
the transfer of such 2005 Bond, the City shall issue in the name of the transferee a new 2005
Bond.
The City, the Paying Agent and the Registrar shall deem and treat the person in whose
name the 2005 Bonds shall be registered upon the books kept by the Registrar as the absolute
Owner of such 2005 Bonds, whether such 2005 Bonds shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal of and interest on such 2005 Bonds 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 2005 Bonds to the extent of the sum or sums so paid and neither the City, the Paying
Agent nor the Registrar shall be affected by any notice to the contrary.
In all cases in which the privilege of transferring the 2005 Bonds is exercised, the City
shall execute and the Registrar shall authenticate and deliver the 2005 Bonds in accordance
with the provisions of this Resolution. The 2005 Bonds surrendered in any such transfers shall
forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in
this Section. The City or the Registrar (if not the City's Finance Department) may require the
payment of a sum sufficient to pay any tax, fee or other governmental charges required to be
paid with respect to such transfer.
The 2005 Bonds paid or redeemed, in whole, either at or before maturity, shall be
delivered to the Registrar within a reasonable period of time after the payment or redemption is
made and such 2005 Bonds shall thereupon be canceled upon written acknowledgement from
the Owner that the 2005 Bonds have been paid in whole. The 2005 Bonds so canceled may at
any time be destroyed by the Registrar, who shall execute a certificate of destruction in
duplicate by the signature of one of its authorized officers describing the 2005 Bonds and one
executed certificate shall be filed with the City and the other executed certificate shall be
retained by the Registrar (if not the City's Finance Department).
Section 2.5 MUTILATED, DESTROYED. STOLEN OR LOST 2005 Bonds. In case
any 2005 Bond shall become mutilated, destroyed, stolen or lost, the City shall execute and the
Registrar shall authenticate and deliver a new 2005 Bond of like date, maturity and
denomination as the 2005 Bond so mutilated, destroyed, stolen or lost; provided that, in the
case of any mutilated 2005 Bond, such mutilated 2005 Bond shall first be surrendered to the
City and, in the case of any lost, stolen or destroyed 2005 Bond, there shall first be furnished to
the City and the Registrar (if not the City's Finance Department) evidence of such loss, theft, or
destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to
them. In the event the 2005 Bonds shall be about to mature or have matured, instead of issuing
a duplicate 2005 Bond, 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 2005 Bond their
reasonable fees and expenses in connection with this transaction. Any 2005 Bonds
surrendered for replacement shall be canceled in the same manner as provided in Section 2.4
hereof.
Any such duplicate 2005 Bond issued pursuant to this Section shall constitute additional
contractual obligations on the part of the City, whether or not the lost, stolen or destroyed 2005
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Bond be at any time found by anyone and such duplicate 2005 Bonds shall be entitled to equal
proportionate benefits and rights as to lien on the source and security for payment from Pledged
Revenues with the 2005 Bond issued hereunder.
Section 2.6 CONDITIONS FOR ISSUANCE OF THE 2005 Bonds. Prior to the
issuance of the 2005 Bonds, the City shall comply with the following conditions:
(a) Only with respect to the 2005 Bonds issued on the Closing Date, deliver
to the Bank a fully executed Tax Certificate; and
(b) Only with respect to the 2005 Bonds issued on the Closing Date, deliver
to the Bank a copy of a completed and executed Form 8038-G to be filed by the City with the
Internal Revenue Service; and
(c) On the Closing Date, deliver to the Bank an opinion of Bond Counsel,
satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and
enforceability of the 2005 Bonds and the due adoption of this Resolution (enforceability of such
instruments may be subject to standard bankruptcy exceptions and the like) and the exclusion
of interest on the 2005 Bonds from gross income for federal income tax purposes, that the 2005
Bonds are not specified "private activity bonds" within the meaning of Section 57(a)(5) of the
Code and, therefore, the interest on the 2005 Bonds 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 2005 Bonds owned by corporations may be subject to
the federal alternative minimum tax which is based in part on adjusted current earnings); and
(d) On the Closing Date, deliver to the Bank an opinion of the City Attorney,
satisfactory to the Bank, regarding the due authorization, execution, delivery, validity and
enforceability of the 2005 Bonds, the Agreement and the due adoption of this Resolution and
the Bond Resolution (enforceability may be subject to standard bankruptcy exceptions and the
like); and
(e) Deliver to the Bank one or more certificates of the City in form satisfactory
to the Bank certifying, among other things, that the City is in compliance with the term of the
Bond Resolution. On each Purchase Date the representations of the City set forth in such
certificates shall be automatically offered.
Section 2.7 INCORPORATION OF TERMS OF BOND RESOLUTION;
EXCEPTION Unless otherwise provided in this Resolution, the terms and provisions of the
Bond Resolution applicable to the 2005 Bonds are incorporated herein by reference and such
terms shall have the same effect as if expressly stated herein.
ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
Section 3.1 2005 BONDS NOT TO BE INDEBTEDNESS OF THE CITY. The 2005
Bonds shall not be or constitute an indebtedness of the City within the meaning of any
constitutional, statutory or other limitation of indebtedness, but shall be secured and payable
solely by the Pledged Revenues. No Bondholder 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 2005 Bonds or the interest thereon. The pledge of the Pledged Revenues
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will not constitute a lien upon any property of the City including any Non-Ad Valorem Revenues
which have not been deposited into the Debt Service Fund.
Section 3.2 2005 BONDS. The lien of the 2005 Bonds on the Pledged Revenues
constituting the Non-Ad Valorem Revenues deposited in the Debt Service Fund shall be on
parity with any of the Bonds issued pursuant to the requirements of the Bond Resolution. The
net proceeds of the Future Bonds only secure the 2005 Bonds.
Section 3.3 2005 BONDS SECURED BY PLEDGE OF PLEDGED REVENUES.
From and after the issuance of any of the 2005 Bonds and continuing until the payment of all
2005 Bonds as to principal and interest, the Pledged Revenues shall continue to be pledged for
the prompt payment of principal of and interest on said 2005 Bonds.
Section 3.4 COVENANTS OF THE CITY. As long as any of the principal of or interest
on any of the 2005 Bonds shall be outstanding and unpaid, or until there shall have been set
apart in the Debt Service Fund in accordance with Section 4.H of Article III of the Bond
Resolution a sum sufficient to pay, when due, the entire principal of the 2005 Bonds remaining
unpaid, together with interest accrued and to accrue thereon, the City covenants with the
Bondholders 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 2005 Bonds, 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 of the Tax Certificate, as such
certificate may be amended from time to time, as a source of guidance for achieving compliance
with the Code.
(2) The City covenants and agrees with the Bondholders 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 2005 Bonds, would cause any of the 2005
Bonds to be "private activity bonds" or "arbitrage bonds" 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 of the Treasury in connection with the 2005 Bonds pursuant to
Section 148(f) of the Code.
(4) 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 taxation of interest on the 2005 Bonds, the covenants contained in this Section shall
survive the payment of the 2005 Bonds and the interest thereon, including any payment or
discharge thereof pursuant to Section 4.H of the Bond Resolution.
(b) Debt Service Fund. The Debt Service Fund created and established
under the Bond Resolution shall constitute a trust fund for the benefit of the Bondholder and
shall be held by the City and shall be kept separate and distinct from all other funds of the City
and shall be used only for the purpose and in the manner provided in this Resolution.
Notwithstanding the provisions of the next preceding sentence, the City may deposit the
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Pledged Revenues in a single bank account for the City, provided that adequate accounting
procedures are maintained to reflect and control the restricted allocations of the funds on
deposit therein for the various purposes of such funds. The designation and establishment of
the Debt Service Fund in and by the Bond Resolution shall not be construed to require the
establishment of any completely independent self-balancing fund, as such term is commonly
defined and used in governmental accounting, but rather is intended solely to constitute an
allocation of certain revenues of the City for certain purposes and to establish certain priorities
for application of such revenues as provided herein.
Any excess amounts remaining in the Debt Service Fund constituting Non-Ad Valorem
Revenues after payment has been made on the 2005 Bonds on any Payment Date, may be
withdrawn and deposited at the direction of the City to be used for any lawful municipal purpose.
Moneys on deposit in the Debt Service Fund may be invested in Permitted Investments
as authorized pursuant to the Bond Resolution, provided such investments mature not later than
the next succeeding Payment Date. Subject to the terms and provisions of the Code, all income
and earnings received from the investment and reinvestment of the moneys on deposit in the
Debt Service Fund shall remain on deposit in the Debt Service Fund and be used in the same
manner as other moneys on deposit therein.
(c) Non-Ad Valorem Revenues. The City will not repeal, amend or modify
any resolution or ordinance or take any action within its power to take relating to the imposition
and collection of Non-Ad Valorem Revenues in any manner so as to impair or adversely affect
in any manner the availability of such Non- Ad Valorem Revenues to pay debt service on the
2005 Bonds in the manner provided herein.
(d) Budget and Other Financial Information. The City shall demonstrate in
each annual budget that there are sufficient Non-Ad Valorem Revenues to pay the interest on
the 2005 Bonds coming due in such Fiscal Year and to meet the City's other obligations
hereunder and under the Bond Resolution. The City shall provide the Bank with a copy of its
annual budget within thirty (30) days of adoption, a copy of its Comprehensive Annual Financial
Report, within one hundred eighty (180) days after the end of the City's Fiscal Year and, upon
the request of the Bank, such other financial information regarding the City as the Bank may
reasonably request.
(e) Compliance with Bond Resolution. The City shall comply with the
terms of the Bond Resolution and shall not amend or supplement the Bond Resolution in any
way that would have a materially adverse effect on the Bondholders.
(f) Future Bonds. On or before the Maturity Date, the City shall issue the
Future Bonds pursuant to the terms and provisions of the Bond Resolution in a principal amount
sufficient to generate net proceeds at least equal to the Outstanding principal amount of the
2005 Bonds. If for any reason the City shall not issue the Future Bonds and the Bank does not
agree in its sole discretion, to extend the Maturity Date of the 2005 Bonds, the City's Covenant
shall automatically include sufficient No-Ad Valorem Revenues for deposit in the Debt Service
Fund. If necessary, the City shall amend its budget accordingly.
Section 3.5 REMEDIES OF BONDHOLDER. Subject to the equal rights of any
registered owner of Bonds issued pursuant to the provisions of the Bond Resolution, should the
City default in any obligation created by this Resolution, the Bondholders may, in addition to any
remedy set forth in this Resolution, either at law or in equity, by suit, action, mandamus or other
WPB-FS1\SANFORDSI551114v0618/11105\16787 011500 11
Resolution No. 56-05
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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 contained in this Resolution and may enforce
and compel the performance of all duties required by this Resolution, or by any applicable
statutes to be performed by the City or by any officer thereof. The City hereby agrees with the
Bondholders that the filing of any bankruptcy or insolvency under any federal or state law by or
against the City which is not dismissed with prejudice within thirty (30) days of such filing shall
give the Bondholders the right to exercise any of the remedies provided to them under this
Section 3.5 and Section 4.G of Article III of the Bond Resolution. Notwithstanding anything in
this Section 3.5 to the contrary the Bondholders' right to exercise any remedy permitted
hereunder shall be consistent with the rights afforded all registered owners of Bonds issued
pursuant to the provisions of the Bond Resolution.
Section 3.6 APPLICATION OF 2005 Bonds PROCEEDS. The proceeds of the 2005
Bonds received by the City from the Bank on each Purchase Date shall be used to finance the
costs of the Project. The City may replace all or a portion of the Project for any other capital
projects permitted under the Act; provided that Bond Counsel shall first deliver to the City and
the Bank an opinion to the effect that such substitution will not adversely affect the exclusion of
interest on the 2005 Bonds from gross income for federal income tax purposes.
Section 3.7 ADJUSTMENTS TO INTEREST RATE. Upon a Determination of
Taxability the interest rate on the Bonds shall be converted to the Taxable Rate.
In addition, the City shall also pay to the Bank any additions to tax, penalties and any
interest on the 2005 Bonds and any arrears in interest resulting from a Determination of
Taxability. Any penalties in the form of interest or otherwise shall be paid by the City on the
next succeeding Payment Date.
Notwithstanding any of the foregoing, it is the intention of the Bank (and any subsequent
Owner of any of the 2005 Bonds) and the City that the interest rate on the 2005 Bonds never
exceed the maximum rate permitted by law (the "Maximum Rate"). In the event of any
adjustment provided for in this Section 3.7 with respect to the 2005 Bonds would produce an
interest rate on the 2005 Bonds in excess of the Maximum Rate, the Owner shall not be entitled
to receive interest in excess of the Maximum Rate (herein, such amount is referred to as
"Excess Interest"). At any time thereafter, if the 2005 Bonds shall bear interest at an Interest
Rate, which is less than the Maximum Rate, the City shall also pay to the Owner the unpaid
Excess Interest until the earlier of (i) the Maturity Date, (ii) the date all of the Excess Interest has
been paid, or (iii) any date the combination of the Interest Rate on the 2005 Bonds, plus the
Excess Interest, would exceed the Maximum Rate.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1 MODIFICATION OR AMENDMENT. No modification or amendment of
this Resolution or of any resolution amendatory thereof or supplemental thereto, may be made
without the consent in writing of all of the Bondholders.
Section 4.2 ADDITIONAL AUTHORIZATION. The Mayor, the Vice-Mayor, the City
Manager, the Finance Director, the Treasurer and any other proper official of the City, be and
each of them is hereby authorized and directed to execute and deliver any and all documents
and instruments and to do and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated by this Resolution.
WPB-FSI\SANFORDSI5511141106\B111/05\16787 011500 12
Resolution No. 56-05
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Section 4.3 SEVERABILITY OF INVALID PROVISIONS. If anyone or more of the
covenants, agreements or provisions of this Resolution should be held contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions and shall in no way affect the validity of any of
the other provisions of this Resolution or of the 2005 Bonds issued hereunder.
Section 4.4 REPEALER. All resolutions and orders, or parts thereof, in conflict
herewith are, to the extent of such conflict, hereby repealed and this Resolution shall take effect
upon its passage in the manner provided by law. In the event of a conflict between the
provisions of this Resolution and the Bond Resolution, the provisions of this Resolution shall
control.
Section 4.5 EFFECTIVE DATE. This Resolution shall be effective immediately upon
its adoption.
PASSED AND ADOPTED IN regular session on this 16th day of August, 2005.
THE CITY OF DELRAY BEACH, FLORIDA
ATTEST:
By:
Mayor
By:
City Clerk
The foregoing resolution is hereby approved
by me as to form this 16th day of November,
2005.
By:
City Attorney
WPB-FS1\SANFORDS\5511141106\B111105\16787 011500 13
Resolution No. 56-05
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EXHIBIT A
BOND PURCHASE AGREEMENT
THIS BOND PURCHASE AGREEMENT (the "Agreement") dated August _, 2005, by
and between SunTrust Bank, a banking corporation organized under the laws of the State of
Georgia (herein the "Bank") and the City of Delray Beach, Florida, a municipal corporation of the
State of Florida (together with its successors and assigns, the "City").
W ! I N .5 § S .5 I H:
WHEREAS, pursuant to the Act, as such term is defined in Resolution No. 76-99, as
supplemented by Resolution No. 56-05 (collectively, the "Resolution"), adopted by the City
Commission of the City on December 14 1999 and August 16, 2005, respectively, the City
authorized the issuance, from time to time, of not to exceed $8,000,000 in aggregate principal
amount of City of Delray Beach, Florida Revenue Improvement Bonds, Series 2005 (the
"Bonds"); and
WHEREAS, any capitalized term used in this Agreement and not otherwise defined shall
have the meaning ascribed to such term in the Resolution; and
WHEREAS, the Bank has reviewed the Resolution and hereby finds the terms
acceptable; and
WHEREAS, on this date, the City has, pursuant to provisions of the Act, the Resolution
and this Agreement, agreed to issue and sell to the Bank and the Bank has, pursuant to the
terms of this Agreement and the terms and provisions of the Resolution, agreed to purchase, all
but not less than all, of the Bonds; and
WHEREAS, on each Purchase Date, the Bank shall purchase the 2005 Bonds in the
principal amount issued by the City; and
WHEREAS, the City and the Bank have heretofore negotiated the terms of the Bonds
and the Resolution and by execution of this Agreement each will have confirmed that such are
acceptable.
NOW THEREFORE, the City and the Bank hereby agree as follows:
1. Purchase and Sale. Upon the terms and conditions set forth herein and in the
Bonds and the Resolution and upon the representations and warranties of the City set forth in
the Resolution, the Tax Certificate and other closing certificates, the City agrees to sell on this
date and on each Purchase Date the Bonds on a negotiated basis to the Bank and the Bank
agrees on this date and on each Purchase Date to purchase, with immediately available funds,
the principal amount of the Bonds issued by the City. The purchase price for the Bonds shall be
equal to the principal amount of the Bonds so issued by the City. Since the dated date of the
Bonds is the date the Bonds are issued, there will be no accrued interest as part of the
purchase price. If the principal amount of Bonds sold to the Bank pursuant to this paragraph on
the date hereof is less than $8,000,000.00, the Bank agrees to purchase any additional Bonds
under the same terms as the Bonds so issued (except the dated date) up to a total aggregate
amount of $8,000,000. Each other date the Bank purchases the additional Bonds shall be a
Purchase Date. The City shall provide written notice to the Bank at least three (3) Business
WPB-FS1\SANFORDSI551114v06\8/11J05\16787 011500
Resolution No. 56-05
A-1
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Days prior to each Payment Date, specifying the Purchase Date and the principal amount of
Bonds the City shall issue on that date.
2. Private Placement NeQotiated Sale. The Bank hereby acknowledges that the
purchase of the Bonds from the City was on a negotiated private placement basis and that there
has been no offering document prepared by the City in connection with such sale.
3. Conditions for Purchase. The Bank's agreement to purchase the Bonds on this
date and each other Purchase Date is subject to the satisfaction of the conditions set forth in
Section 2.6 of Resolution No. 56-05. The Bank's purchase of the Bonds will constitute full
evidence that such conditions have been satisfied or waived.
4. Section 218.385 Florida Statutes. On or before the purchase of the Bonds, the
Bank has provided the City with the disclosure and truth-in-bonding statements required by and
in accordance with, Section 218.385, Florida Statutes, as amended and supplemented. The
above-referenced statements are attached to this Agreement as Schedule A.
5. Expenses. As between the City and the Bank, the Bank shall not be liable for
any expenses incurred by the City in connection with the issuance of the Bonds. The Bank
represents to the City that it has not employed or used the services of any attorney or other
professional in connection with the Bank's negotiations with the City and its purchase of the
Bonds other than Shutts & Bowen, LLP, which fee, in the amount of $3,000 shall be paid by
the City.
6. Trial bv Jurv Waived. The City and the Bank, for mutual consideration, each
acknowledged to be received by the other party hereto, mutually and willingly waive the right to
a trial by a jury in connection with any and all claims by any party hereto against the other
arising from or in connection with the transactions contemplated by this Agreement or the
Resolution.
7. Effectiveness. This Agreement shall become effective upon the execution by the
appropriate officials of the City and the Bank.
8. HeadinQs. The headings set forth in this Agreement are inserted for convenience
only and shall not be deemed to be a part hereof.
9. Amendment. No modification, alteration or amendment to this Agreement shall
be binding upon any party until such modification, alternation or amendment is reduced to
writing and executed by all parties hereto.
10. Governina Law. The laws of the State of Florida shall govern this Agreement.
11. Counterparts. This Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were signatories upon the same
instrument.
WPB-FS1\SANFORDS\551114V0618111105\16787 011500
Resolution No. 56-05
A-2
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IN WITNESS WHEREOF, the City and the Bank has caused this Agreement to be
executed by its respective duly authorized officers all as of the date hereof.
SUNTRUST BANK
By:
Title:
(SEAL) Date: August _, 2005
CITY OF DELRAY BEACH, FLORIDA
By:
Title:
(SEAL) Date: August _, 2005
WPB-FS1\SANFORDS\551114v06\8I11105\16787 011500
Resolution No. 56-05
A-3
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EXHIBIT B
FORM OF 2005 BOND
No. R- $8,000,000
(Not to exceed)
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF DELRA Y BEACH, FLORIDA
REVENUE IMPROVEMENT BOND, SERIES 2005
Interest Rate Maturitv Date Dated Date
Variable June 1, 2008 August _' 2005
For 1st Purchase Date
RE:CìISlrE:RE:[) ()W~E:R:---·------·-·-----·······----SLJNlrRLJSlr E3ANt<--··------··-··--------·-·······-·-····
PRINCIPAL AMOUNT:---···----····EIGHT MILLION DOLLARS ($8,000,000.00)-·-·-----------------
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 or earlier upon optional prepayment as provided below, upon the
presentation and surrender hereof at the City's Finance Department or (if so determined by the
City) the designated trust office of the bank or trust company appointed by the City to act as
paying agent (said City's Finance Department or such bank or trust company and any bank or
trust company becoming successor paying agent being herein called the "Paying Agent"), the
Principal Amount outstanding from time to time and not previously prepaid with interest thereon
at the stated interest rate calculated on the basis of a 360-day year of 12 thirty-day months, on
each Payment Date in the manner specified in the within described Bond Resolution to the
registered owner. The interest rate on the Bond may be converted to a Taxable Rate or is
otherwise adjusted as provided in the Bond Resolution. The principal amount and accrued
interest thereon is payable in any coin or currency of the United States of America, which, on
the date of payment thereof, shall be legal tender for the payment of public and private debts.
This Bond is authorized to be issued in a principal amount of not exceeding $8,000,000
under the authority of and in full compliance with the Constitution and statutes of the State of
Florida, including, particularly, Chapter 166, Florida Statutes, as amended and supplemented,
the Charter of the City of Delray Beach, Florida, as amended and supplemented and other
applicable provisions of law (the "Act") and Resolution No. 76-99 duly adopted on December 14,
1999 and Resolution No. 56-05 duly adopted on August 16, 2005 (collectively, the "Bond
Resolution"), as such resolutions may be further amended and supplemented from time to time
and is subject to all terms and conditions of said resolution. Any term used in this Bond and not
otherwise defined, shall have the meaning ascribed to such term in the Bond Resolution.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed, precedent to and in the issuance of this Bond 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 Bond, is in full compliance with all constitutional or statutory limitations or
provisions.
WPB-FS1 ISANFORDS\551114v061B111/05\ 16787 011500
Resolution No. 56-05
B-1
-
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the certificate of authentication hereon shall
have been signed by an authorized officer of the Registrar.
This Bond shall bear interest at the Interest Rate, as such rate may be adjusted in
accordance with the terms of the Bond Resolution. Upon the occurrence of a Determination of
Taxability this Bond shall bear interest at the Taxable Rate.
Interest shall be payable on December 1, 2005 and each June 1 and December 1
thereafter and principal on the Bonds, unless prepaid, shall be payable on the Maturity Date,
provided that, in either case, such payment date is not a Business Day, the payment shall be
made on the next succeeding Business Day (each a "Payment Date"). The principal of and
interest on the Bonds shall be secured and payable solely by the Pledged Revenues (as defined
in the Bond Resolution), all in the manner provided in the Bond Resolution.
Subject to the terms and provisions of the Section 2.2 of Resolution No. 56-05 of the
City, the City may prepay this Bond 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
Bond, together with the unpaid interest accrued on the amount of principal so prepaid to the
date of such prepayment. Each prepayment shall be made on such date and in such principal
amount as shall be specified by the City in a written notice delivered to the registered owner not
less than two (2) Business Days prior thereto. Notice having been given as aforesaid, the
principal amount stated in such notice or the whole thereof, as the case may be, shall become
due and payable on the prepayment date stated in such notice; and the amount of principal
shall be paid (i) in case the entire unpaid balance of the principal of this Bond is to be paid, upon
presentation and surrender of such Bond to the office of the Paying Agent (the designated
corporate trust office, if the Paying Agent is not the City's Finance Department) and (ii) in case
only part of the unpaid balance of principal of this Bond is to be paid, upon presentation of such
Bond at the office of the Paying Agent (the designated corporate trust office, if the Paying Agent
is not the City's Finance Department) for notation thereon of the amount of principal then paid or
for issuance of a replacement Bond in the principal amount not redeemed. Notwithstanding the
provisions of clause (ii) above, if all of the Bonds are registered in the name of the Bank, a
partial prepayment may be effected by payment to the Bank of the principal, together with
unpaid interest accrued thereon, without surrender of this Bond. If, on the prepayment date,
funds for the payment of the principal amount to be prepaid, together with unpaid interest
accrued thereon, shall not have been provided to the Paying Agent, as above provided, the
principal amount of this Bond shall continue to be outstanding and to bear interest until payment
thereof at the Interest Rate.
Any partial prepayment shall not postpone the due dates of, or relieve the amounts of,
any payments due hereunder.
This Bond shall not be and shall not constitute an indebtedness of the City within the
meaning of any constitutional, statutory, charter or other limitations of indebtedness but shall be
secured and payable solely by the Pledged Revenues. No Holder of this Bond shall ever have
the right to compel the exercise of ad valorem taxing power of the City, or taxation in any form of
any real property therein to pay the Bond or the interest thereon. No holder shall have a lien on
any Non-Ad Valorem Revenues until deposited into the Debt Service Fund created and
established under the Bond Resolution.
The terms and provisions of the Bond Resolution are incorporated in this Bond as
though such terms and provisions have been set out in full herein.
WPB-FS1\SANFORDSI5511141106\8111105\167B70115OO
Resolution No. 56-05
B-2
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IN WITNESS WHEREOF, the City of Delray Beach, Florida, has caused this Bond to be
signed by its Mayor, either manually or with his facsimile signature and the seal of the City
Commission of the City of Delray Beach, Florida, to be affixed hereto or imprinted or reproduced
hereon and attested by the Clerk of the City, either manually or with her facsimile signature and
this Bond to be dated the Dated Date set forth above.
(SEAL) CITY OF DELRAY BEACH, FLORIDA
ATTEST:
By:
Mayor
By:
Clerk of the City of Delray Beach, Florida
WPB-FS1\SANFOROS\551114v0618111105\16787 011500
Resolution No. 56-05
B-3
n__
FORM OF CERTIFICATE OF AUTHENTICATION
Date of Authentication: ,2005
This Bond is the Bond delivered pursuant to the within mentioned Resolution.
CITY OF DELRA Y BEACH
Finance Department, as Registrar
By:
Authorized Officer
WPß..FS1\SANFORDS\5511141106\B111/05\16787 011500
Resolution No. 56-05
8-4
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print or typewrite name and address of assignee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints
Attorney to transfer the within Bond on the books kept for registration thereof, with full
power of substitution in the premises.
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 Bond in every particular, without
alteration or enlargement, or any change whatever.
WPB-FS1\SANFORDSI551114V06\8/11/05\16787 011500
Resolution No. 56-05
8-5
EXHIBIT C
Project
(1 ) Acquisition and construction and equipping of the City's Old School Square Parking
Garage Project, including all facilities relating thereto and any other municipal project.
(2) All related, necessary and incidental engineering, design, labor, contingency and costs
of issuing 2005 Bonds.
WPB-FS1\SANFORDS\551114v0618/11105\16787 011500
Resolution No. 56-05
C-1
-
AGENDA ITEM NUMBER: ßtt._
AGENDA REQUEST
Date: August 8, 2005
Request to be placed on:
- Consent Agenda Special Agenda Workshop Agenda
When: August 16, 2005
Description of agenda item: Approve Resolution# 56-5 authorizing SunTrust Bank
as the provider of an $8,000,000 Line of Credit at a variable rate.
ORDINANCE/RESOLUTION REQUIRED: YES NO
Draft of Resolution Attached: X YES NO
Recommendation: Recommend approval of the above.
Department Head Signature: ~ ~R
Determination of Consistency with Comprehensive Plan: ""
City Attorney Review/Recommendation (if applicable):
Budget Director Review
(required on all items involving expenditure of funds):
Funding available: (n/a) Yes ~ No
Funding alternatives (if applicable):
Account Number:
Account Description:
Account Balance:
City Manager Review: 9 P9
Approved for Agenda: No
Hold Until:
Agenda Coordinator Review:
Received:
Action: Approved: Disapproved:
P.O. #