Res 92-02NO. 92-02
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING THE NEGOTIATED SALE OF CITY OF
DELRAY BEACH, FLORIDA, GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2002 (DECADE OF EXCELLENCE PROGRAM), IN THE
INITIAL AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING
$18,000,000; PROVIDING THE PARAMETERS BY WHICH THE F1NAL
TERMS AND OTHER DETAILS OF SUCH 2002 BONDS WILL BE
ESTABLISHED, APPOINTING THE UNDERWRITER OF THE 2002 BONDS;
APPROVING THE FORM OF AND DELEGATING TO THE MAYOR OR VICE
MAYOR THE AUTHORITY TO EXECUTE AND DELIVER A PURCHASE
CONTRACT TO BE USED FOR THE SALE OF THE 2002 BONDS;
APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPOINTING
AN ESCROW AGENT; APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AGREEMENT; AUTHORIZING THE REGISTRATION OF THE 2002 BONDS
UNDER A BOOK-ENTRY SYSTEM; APPROVING THE FORM OF A
PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT RELATING
TO THE 2002 BONDS; AUTHORIZING THE USE BY THE UNDERWRITER
OF THE PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL
STATEMENT RELATING TO THE 2002 BONDS; APPROVING THE FORM
OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING
AGENT AND REGISTRAR AGREEMENT RELATING TO THE BONDS;
PROVIDING FOR A BOND INSURANCE POLICY FOR THE BONDS
PROVIDED BY FINANCIAL SECURITY ASSURANCE, INC.; AUTHORIZING
THE PROPER OFFICERS OF THE CITY TO DO ALL OTHER THINGS
DEEMED NECESSARY OR ADVISABLE AS TO THE SALE AND DELIVERY
OF THE BONDS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Commission did, on this date, adopt Resolution No. 91-02 (the
"Authorizing Resolution") authorizing the issuance of not exceeding $18,000,000 in initial
aggregate principal amount of General Obligation Refunding Bonds, Series 2002 (Decade of
Excellence Program) (the "Bonds"), for the purpose of paying and refunding the Refunded
Bonds; and
WHEREAS, any term not otherwise defined in this Resolution shall have the meaning
ascribed to such term in the Authorizing Resolution; and
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Resolution No. 92-02
WHEREAS, the City hereby determines the parameters by which the final terms and
other details of the Bonds are to be established; and
WHEREAS, Bear Steams & Co., Inc. (the "Underwriter"), plans to submit to the City a
proposal within the parameters hereby determined in the form of a Bond Purchase Agreement
(the "Purchase Contract"), attached hereto as Exhibit A, between the Underwriter and the City to
purchase the Bonds, a copy of which is hereby furnished to each of the City Commissioners; and
WHEREAS, there have been also prepared and submitted to the City:
(a) a draft of the Preliminary Official Statement, attached hereto as Exhibit B;
(b) an Escrow Deposit Agreement (the "Escrow Deposit Agreement"),
attached hereto as Exhibit C; and
WHEREAS, the City's financial advisor has recommended the negotiated sale of the
Bonds in a letter attached hereto as Exhibit D; and
WHEREAS, based on the advice of the City's financial advisor, it is in the best interest
of the City to delegate to the Mayor or Vice Mayor the authority to execute and deliver the Bond
Purchase Contract if the final terms and other details of the Bonds are within the parameters set
forth in this Resolution and to award the Bonds to the Underwriter pursuant to a negotiated sale;
and
WHEREAS, the City's financial advisor has recommended in a letter, attached hereto as
Exhibit D, that the principal and interest on the Bonds be insured by a municipal bond insurance
policy (the "Bond Insurance Policy") to be issued by Financial Security Assurance, Inc. (the
"Bond Insurer") pursuant to the terms and provisions of the commitment of such Bond Insurer to
provide the Bond Insurance Policy attached hereto as Exhibit E (herein, the "Commitment"); and
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
SECTION 1. Definitions. That all capitalized terms used in this Resolution not
otherwise defined shall have thc meanings ascribed to such terms in thc Authorizing Resolutions,
as the case may be, unless the context clearly indicates otherwise.
SECTION 2. Purpose and Bond Designations. That, subject to receipt of a final offer
from the Underwriter within the parameters set forth herein, thc City hereby authorizes and
determines at this time (i) to issue its not to exceed $18,000,000 in initial aggregate principal
amount of its Bonds for thc purpose of paying and defeasing the Refunded Bonds, (ii) to pay thc
costs of issuance of the Bonds, including paying thc premium for thc Bond Insurance Policy, and
(iii) to designate such Bonds, as its "General Obligation Refunding Bonds, Series 2002 (Decade
of Excellence Program) (herein, the "Bonds").
SECTION 3. DESCRIPTION OF THE BONDS. The Bonds shall be dated thc first
day of the month the Bonds are issued or such other date, as shall be determined by the City's
financial advisor, to be in thc best interest of thc City, shall bear interest, payable on February 1,
2003, and semiannually thereafter on August 1 and February 1 of each year, and shall mature on
February 1 of each of the years determined by the Underwriter within the parameters set forth in
this Resolution and in thc amounts and at thc rates so determined by the Underwriter; provided
that the initial aggregate principal amount of the Bonds docs not exceed $18,000,000 and the true
interest cost for the Bonds does not exceed five percent (5%). The Bonds may be either serial
Bonds or term Bonds or a combination thereof, provided that the last maturity of thc Bonds is not
later than February 1, 2013.
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The Bonds maturing on February 1, 2012, and thereafter are redeemable at the option of
the City from any legally available source, in part, in any order of maturity selected by the City,
at its discretion, and by lot within a maturity if less than an entire maturity is to be redeemed, on
February 1,2011, or at any time thereafter, or as a whole, on February 1, 2011, or at any time
thereafter, in either case, at the redemption prices (expressed as percentages of the principal
amount to be redeemed) set forth below, together with accrued interest to the date fixed for
redemption:
Redemption Period
(Both dates inclusive)
February 1,2011 to January 31, 2012
February 1, 2012 and thereafter
Redemption Price
101%
100%
Notwithstanding the foregoing, if the City's Underwriter, upon consultation with the
Finance Director of the City, determines that market conditions require different or no optional
redemption provisions for the Bonds or for certain maturities of the Bonds, such different
optional redemption provisions or the exclusion of certain or all maturities of the Bonds from
such optional redemption provisions will be deemed approved by the City upon the execution of
the Purchase Contract so long as the maximum redemption premium does not exceed 2% and the
first optional redemption period is not more than eleven (11) years from the date of issuance of
the Bonds.
That the Bonds which are term Bonds shall also be subject to mandatory sinking fund
redemption prior to maturity by lot, in such manner as the Registrar (as defined herein) may
deem appropriate, on February 1, in such years, at a price of par plus accrued interest to the date
of redemption, in the annual amounts established pursuant to the parameter set forth in Section 6
hereof.
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Notice of redemption of the Bonds shall be mailed, postage prepaid, by the Registrar not
less than thirty (30) days before the date fixed for redemption to the registered owners of the
Bonds or portions of Bonds which are to be redeemed, at their addresses as they appear on the
registration books kept by the Registrar fifteen (15) days prior to the date such notice is mailed.
Such notice of redemption shall set forth (i) the date fixed for redemption, (ii) the
redemption price to be paid, (iii) that such Bonds will be redeemed at the designated corporate
trust office of the Paying Agent (as herein defined), and the name, address and telephone number
of a contact person, (iv) if less than all of the Bonds shall be called for redemption, the
distinctive numbers and letters, if any, of such Bonds to be redeemed, and (v) in the case of
Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed.
In case any Bond is to be redeemed in part only, the notice of redemption that relates to such
Bond shall state also that on or after the redemption date, upon surrender of such Bond, a new
Bond or Bonds of the same maturity, bearing interest at the same rate and in aggregate principal
amount, equal to the unredeemed portion of such Bond, will be issued. Failure of the registered
owner of any Bonds which are to be redeemed to receive any such notice shall not affect the
validity of the proceedings for the redemption of Bonds for which proper notice has been given.
Interest shall cease to accrue on any of the Bonds duly called for prior redemption if payment of
the redemption price has been duly made or provided for.
The Registrar also shall mail (by certified mail, return receipt requested) a copy of such
notice for receipt not less than the second Business Day prior to the date the notice of redemption
is mailed to the registered Holders of the Bonds to the following (or most current address): The
Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax (516) 227-
4039 or such other securities depository designated by the City; provided, however, that such
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mailing shall not be a condition precedent to such redemption and failure to mail any such notice
shall not affect the validity of any proceedings for the redemption of the Bonds. The Registrar
shall also provide notice, at the same time notice of redemption is given to the Bondholders, to
any two (2) informational services; provided, however, that such mailing shall not be a condition
precedent to such redemption and failure to mail any such notice shall not affect the validity of
any proceedings for the redemption of the Bonds.
A second notice of redemption shall be given sixty (60) days after the redemption date in
the manner required above to the registered owners of redeemed Bonds which have not been
presented for payment within thirty (30) days after the redemption date.
SECTION 4. DISCLOSURE STATEMENTS. That delivery of the completed
required disclosures and troth in bonding statements in substantially the form attached to the
Purchase Contract, by the Underwriter pursuant to Section 218.385, Florida Statutes, as amended
and supplemented, shall be a condition precedent to the execution of the Purchase Contract by
the Mayor.
SECTION 5. NEGOTIATED SALE. That the Commission hereby adopts the
recommendations of the City's financial advisor, as described in a letter fi.om the City's financial
advisor, dated the date of this Resolution and attached hereto as Exhibit D. The City hereby
finds that, due to the complicated nature of the financing and volatile market conditions, it would
be in the best interest of the City that the Bonds be sold on a negotiated basis.
SECTION 6. UNDERWRITER; PURCHASE CONTRACT; AND
PARAMETERS. That the Underwriter is hereby appointed the exclusive underwriter to sell the
Bonds on behalf of the City. The form of Purchase Contract for the Bonds, between the City and
the Underwriter, as submitted to this meeting by the Underwriter and attached hereto as Exhibit
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A, be and the same hereby is approved. Subject to the parameters set forth below, the City
hereby delegates to the Mayor or the Vice Mayor, in the absence of the Mayor, the authority to
approve the final terms and details of the Bonds and to execute the Purchase Contract on behalf
of the City if such Purchase Contract accurately reflects such terms and details. Provided,
however, that neither the Mayor nor the Vice Mayor shall take any action pursuant to this
Section 6 unless the Mayor or the Vice Mayor and the City's financial advisor shall have
received from the Underwriter such information as the City Manager and the City's financial
advisor shall deem necessary in order to demonstrate that (i) the initial principal amount of the
Bonds is not in excess of $18,000,000, (ii)the true interest cost rate of the Bonds is not more
than five percent (5%), (iii) the final maturity of the Bonds is not later than February 1, 2013,
(iv) the underwriting discount (exclusive of any original issue discount or original issue
premium) is not greater than $6.00 per $1,000 of the original principal amount of the Bonds,
(v) the completed disclosures required pursuant to Section 218.385, Florida Statutes have been
delivered by the Underwriter and (vi) the net present value savings for paying and defeasing the
Refunded Bonds shall not be less than three percent (3%).
SECTION 7. PRELIMINARY AND OFFICIAL STATEMENT. That the draft
Preliminary Official Statement in substantially the form attached hereto as Exhibit B with such
changes as shall be approved by the Mayor or the City Manager and the City's Bond Counsel, be
and the same is hereby approved, and the City hereby approves the use by the Underwriter of the
Preliminary Official Statement in connection with the marketing of the Bonds. The City hereby
approves the form of an Official Statement which shall be in substantially the same form as the
Preliminary Official Statement but shall contain no permitted omissions. The City hereby
approves the use by the Underwriter of the final printed Official Statement in connection with
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the offering and sale of the Bonds and the City hereby further approves the use by the
Underwriter of any supplement or amendment to the Official Statement which is necessary so
that the Official Statement does not include any untrue statement of a material fact and does not
omit to state any material fact necessary to make the statements therein not misleading. The
Mayor (or, in his absence, the Vice Mayor) and the City Manager are each hereby authorized and
directed to execute the Official Statement and any amendment or supplement thereto, in the
name and on behalf of the City, and thereupon to cause the Official Statement and any such
amendment or supplement to be delivered to the Underwriter with such approval to be
conclusively evidenced by the execution and delivery thereof by the City.
SECTION 8. BOOK ENTRY 2002 BONDS. That the City hereby determines that the
registration of the Bonds be by the book entry system of registration provided by the Depository
Trust Company.
SECTION 9. ESCROW AGENT.
National Association,
as escrow
Agreement (as herein defined).
That the City hereby appoints Wells Fargo Bank,
agent (the "Escrow Agent") under the Escrow Deposit
SECTION 10. ESCROW DEPOSIT AGREEMENT. That the form, terms and
provisions of the Escrow Deposit Agreement, attached hereto as Exhibit C, between the City and
the Escrow Agent (the "Escrow Deposit Agreement"), as submitted to this meeting, be and the
same are hereby approved and accepted. The Mayor of the City or, in his absence, the Vice
Mayor each is hereby authorized and directed to execute and deliver the Escrow Deposit
Agreement in substantially the form submitted to this meeting, with such changes, insertions and
deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be
approved by the Mayor of the City or the Vice Mayor, upon advice of the City Attorney and
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Bond Counsel, the execution of said Escrow Deposit Agreement being conclusive evidence of
such approval. The City Clerk is hereby authorized and directed to affix the seal of the City and
attest to the same, if so required by the terms thereof.
SECTION 11. PAYING AGENT AND REGISTRAR. That Wells Fargo Bank,
National Association, is hereby appointed as paying agent (the "Paying Agent") and registrar
(the "Registrar") for the Bonds.
SECTION 12. BOND INSURANCE POLICY. That, based on the recommendations
of the City's financial advisor, set forth in a letter attached hereto as Exhibit D with respect to the
Bonds, the City Commission finds that obtaining the Bond Insurance Policy provided by the
Bond Insurer is in the best interests of the City, and the City Commission hereby directs that the
premium due on the Bond Insurance Policy be paid in accordance with the terms thereof. To the
extent not reflected in the Authorizing Resolution and this Resolution, the terms and provisions
of the Commitment from Financial Security Assurance, Inc. to provide the Bond Insurance
Policy attached hereto as Exhibit E are accepted and incorporated herein as though such terms
and provisions were set forth herein.
SECTION 13. FURTHER AUTHORIZATIONS; RATIFICATION OF PRIOR
ACTS. That the Mayor, the Vice Mayor, the City Manager, the Finance Director, the Treasurer,
the City Attorney, 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, including,
but not limited to, any paying agent and registrar agreement, 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, including, but not limited to, complying with any conditions to obtain the Bond
Insurance Policy. All actions heretofore taken and documents prepared or executed by or on
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behalf of the City by any of its authorized officers in connection with the transactions
contemplated hereby including, without limitation, the subscription for the purchase of United
States Treasury Obligations - State and Local Government Series ("SLGs") for deposit and
application to effect the payment and defeasance of the Refunded Bonds, are hereby ratified,
confirmed, approved and adopted.
SECTION 14. SEVERABILITY OF INVALID PROVISIONS. If any one or more
of the covenants, agreements or provisions of this Resolution should be held contrary to any
express provision of law or contrary to the policy of express law, though not expressly
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 Bonds.
SECTION 15. REPEALER. That all resolutions or proceedings, or parts thereof, in
conflict with the provisions of this Resolution are to the extent of such conflict hereby repealed.
SECTION 16. EFFECTIVE DATE. That this Resolution shall take effect immediately
upon its passage.
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PASSED AND ADOPTED in regular session on this the 3~d day of December, 2002.
Attest:
City Clerk
CITY OF DELRAY BEACH, FLORIDA
Mayor
Date of Adoption: December 3, 2002
The foregoing Resolution is hereby approved by me
as to form, language and execution this 3rd day of
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PASSED AND ADOPTED in regular session on this the 3ra day of December, 2002.
CITY OF DELRAY BEACH, FLORIDA
Attest:
By:
Mayor
City Clerk
Date of Adoption:
December 3, 2002
The foregoing Resolution is hereby approved by me
as to form, language and execution this 3rd day of
December, 2002.
By:
City Attorney
\\wpb-srv01~SANFORDSX399665vO8\ll/26/02[16787 011000 11 Resolution No. 92-02
City of Delray Beach, Florida
General Obligation Refunding Bonds, Series 2002
(Decade of Excellence Program)
LIST OF EXHIBITS TO RESOLUTION NO. 92-02
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
Draft Purchase Contract
Draft Preliminary Official Statement
Draft Escrow Deposit Agreement
Authority's financial advisor's Letter of recommendation of negotiated
sale and Bond Insurance Policy
Commitment for Bond Insurance Policy from Financial Security
Assurance, Inc.
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Exhibit A
BOND PURCHASE AGREEMENT
December__, 2002
$
City of Delray Beach, Florida
General Obligation Refunding Bonds, Series 2002
(Decade of Excellence Program)
The City Commission of the
City of Delray Beach, Florida
100 N. W. First Avenue
DelrayBeach, Florida 33444
Ladies and Gentlemen:
Bear Steams & Co., Inc. (the "Underwriter") offers to enter into the following agreement
(the "Purchase Contract") with the City of Delray Beach, Florida (the "City"), which, upon your
acceptance of this offer, will be binding upon the City and upon the Underwriter. This offer is made
subject to your acceptance on or before 5:00 p.m., Eastern time, on the date hereof and if not so
accepted, will be subject to withdrawal by the Underwriter upon notice to the City at any time prior
to your acceptance hereof.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements set forth herein, the Underwriter hereby agrees to
purchase from the City for offering to the public, and the City hereby agrees to sell and deliver to
the Underwriter for such purpose, all (but not less than all) of the City's $ General
Obligation Refunding Bonds, Series 2002 (Decade of Excellence Program) (the "Bonds"). The
Bonds shall be dated as of December 1, 2002, and shall be issued in such principal amounts and bear
such rates of interest as set forth in Exhibk A attached hereto. Interest on the Bonds shall be
payable on February 1, 2003, and on each August 1 and February 1 thereafter. The aggregate
purchase price of the Bonds is $ (which takes into account a net original issue premium
of $ and an Underwriter's discount of $ ) plus accrued interest from
December 1, 2002 to the Closing Date (as hereinafter defined). The Bonds shall initially be offered
to the public at such prices or yields as indicated on Exhibk A attached hereto. The Bonds are being
issued pursuant to the Constitution and Laws of the State of Florida, particularly, Chapter 166,
Florida Statutes, as amended, the City Charter of Delray Beach, as amended, and other applicable
provisions of law, and Resolution No. 91-02 of the City duly adopted on December 3, 2002
("Resolution 91-02") and Resolution No. 92-02 of the City duly adopted on December 3, 2002
("Resolution 92-02" and together with Resolution No. 91-02, sometimes collectively referred to
herein as the "Resolution"). The Bonds are general obligations of the City for which its full faith,
credit and taxing power have been irrevocably pledged.
The City is proposing to issue the Bonds to finance the cost of (~ refunding, on a
current basis, the City's outstanding General Obligation Bonds, Series 1993A (Decade of Excellence
Program) and the City's outstanding General Obligation Refunding Bonds, Series 1993B (Decade of
Excellence Program) and (ii) paying cost of issuing the Bonds, including payment of the premium
017005 00303/21078414v3
for a municipal bond insurance policy (the "Bond Insurance Policy") to be purchased from Financial
Security Assurance Inc. (the "Insurer").
Concurrently with the execution and delivery of the Bonds, there are to be executed
and delivered, among other things: (a) the Escrow Deposit Agreement dated as of December __,
2002 (the "Escrow Agreement"), between the City and Wells Fargo Bank, National Association, as
registrar and paying agent for the Bonds (the "Registrar and Paying Agent" or the "Escrow Agent"),
(b) the Tax Certificate of the Issuer dated as of December __, 2002 (the "Tax Certificate") and (c)
any other documents related to the transactions contemplated in the Official Statement in
connection with the public offering, sale and distribution of the Bonds. This Purchase Contract, the
Escrow Agreement and the Tax Certificate are sometimes collectively referred to herein as the "City
Documents".
2. Good Faith Deposit; Underwfiter's Liability. Delivered to you herewith, as a
good fakh deposk, is a corporate check of the Underwriter payable to the order of the City in the
amount of $ (1% of the principal amount of the Bonds) as security for the performance by
the Underwriter of its obligation to accept and pay for the Bonds at Closing in accordance with the
provisions hereof. In the event that you accept this offer, said check will be held uncashed by the
City as a good faith deposit. At the Closing, the check will be returned to the Underwriter. In the
event you do not accept this offer, the check shall be immediately returned to the Underwriter. If
the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Bonds
at the Closing as provided herein, the check may be cashed by the City and the proceeds retained by
the City as full liquidated damages for the failure of the Underwriter to accept and payfor the Bonds
at closing and for any and all defaults hereunder on the part of the Underwriter, and the retention of
such amounts shall constitute a full release and discharge of all claims and damages for such failure
and for any and all such defaults hereunder on the part of the Underwriter, k being understood by
both the City and the Underwriter that actual damages in such circumstances may be difficult or
impossible to compute.
In the event that the City fails to deliver the Bonds at the Closing, or if the City is
unable at or prior to the Closing Date to satisfy or cause to be satisfied the conditions to the
obligations of the Underwriter contained in this Purchase Contact, or if the obligations of the
Underwriter contained herein shall be cancelled or terminated for any reason permitted by this
Purchase Contract, the City shall be obligated to immediately return the check to the Underwriter
and such return shall constitute a full release and discharge of all chinas by the City and the
Underwriter arising out of the transaction contemplated herein except for the respective obligations
of the City and the Underwriter set forth in Section 8 hereof.
3. Offering. The Underwriter agrees to make a public offering of the Bonds at the
initial offering prices set forth in Exhibk A attached hereto; provided, however, the Underwriter
reserves the right to make concessions to dealers and to change such initial offering prices as the
Underwriter shall deem necessary in connection with the marketing of the Bonds.
It shall be a condition of your obligation to sell and deliver the Bonds to the
Underwriter, and the obligation of the Underwriter to purchase and accept delivery of the Bonds,
that the entire initial aggregate principal amount of the Bonds shall be sold and delivered by you and
accepted and paid for by the Underwriter at the Closing.
4. Preliminary Official Statement and Official Statement The City hereby
confirms that it has heretofore made available to the Underwriter a Preliminary Official Statement of
the City relating to the Bonds dated December 4, 2002 (which, together with the cover page and
appendices contained therein, is herein called the "Preliminary Official Statement"). Within seven
business days of the acceptance hereof by the City, the City shall deliver to the Underwriter, at the
City's expense such reasonable number of conformed copies of the Official Statement (which,
together with the official cover page and appendices contained therein, is herein called the "Official
Statement"), as the Underwriter shall reasonably request, which shall be sufficient in number to
permit the Underwriter to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934 and with Rule G-32 and
all other applicable rules of the Municipal Securities Rulemaking Board. The City, by its acceptance
hereof ratifies and approves the deeming final of the Preliminary Official Statement as of its date
and the distribution thereof by the Underwriter and approves and authorizes the Underwriter to use
the Official Statement and all documents described therein in connection with the public offering
and the sale of the Bonds. The City agrees to make no amendments to the Official Statement
without the prior written consent of the Underwriter, which consent shall not be unreasonably
withheld. In addition, the City will undertake, pursuant to the Resolution, to provide certain annual
financial and operating information and notices of the occurrence of certain events, if material. A
description of this undertaking is set forth in the Preliminary Official Statement and will also be set
forth in the final Official Statement.
In accordance with Section 218.385(6), Florida Statutes, the Underwriter hereby discloses the
required information as provided in Exhibk B attached hereto. In accordance with 218.385(2) and
(3), Florida Statutes, the Underwriter has delivered to the City the Truth-in-Bonding statement,
which statement is attached hereto as Exhibk C,
5. Representations, Warranties and Agreements. The City hereby represents,
warrants and agrees as follows:
a. As of the date of the Preliminary Official Statement and the date of this
Purchase Contract and at the time of Closing, the statements and information contained in the
Preliminary Official Statement and Official Statement are and will be tree, correct and complete in
all material respects and the Preliminary Official Statemem and Offichl Statement will not omit any
statement or information which should be included therein for the purposes for which the
Preliminary Official Statement and Official Statement are to be used or which is necessary to make
the statements or information comained therein, in light of the circumstances under which they
were made, not misleading (provided, however, that no representation or warranty is being provided
with respect to the Bond Insurance Policy or the Depository Trust Company ("DTC") and its book-
entry system).
b. Between the date of this Purchase Contract and the time of Closing, the City
will not execute any bonds, notes or obligations for borrowed money, other than the Bonds, which
pledge the full faith and credk of the City, without giving prior written notice thereof to the
Underwriter.
c. The City is, and will be at the Closing Date, duly organized and validly
existing as a municipal corporation of the State of Florida, with the powers and authority set forth in
the Act (as defined in the Resolution).
3
d. The City has full legal right, power and authority to: (~ enter into the City
Documents, (ii) adopt the Resolution, (iii) sell, issue and deliver the Bonds to the Underwriter under
the Act as provided herein and (iv) carry out and consummate the transactions contemplated by the
City Documents, the Resolution and the Official Statement, and the City has complied, and at the
Closing will be in compliance, in all respects, with the terms of the Act and with the obligations on
its part in connection with the issuance of the Bonds comained in the Resolution, the Bonds, the
Paying Agem Agreemem, the Tax Certificate and this Purchase Contract.
e. By all necessary official action, the City has (i) duly adopted the Resolution,
(h) duly authorized and approved the Official Statement, and ('fiaT duly authorized and approved the
execution and delivery of, and the performance by the City of, the Bonds, the City Documents, the
Resolution and all other obligations on its part in connection with the issuance of the Bonds and the
consummation by it of all other transactions contemplated by the City Documents and the Official
Statement in connection with the issuance of the Bonds; and upon delivery of the Bonds at the
Closing, the Resolution and the City Documents will, assuming the due authorization, execution and
delivery of the City Documents by the other parties thereto, constitute legal, valid and binding
obligations of the City, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, and similar laws affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity.
f. When delivered to and paid for by the Underwriter at the Closing in
accordance with the provisions of this Purchase Contract, the Bonds shall be entitled to the benefits
of the Resolution in accordance with the provisions of the Resolution, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally
and subject, as to enforceability, to general principles of equity.
g. To the best knowledge of the City, the adoption of the Resolution and the
authorization, execution and delivery of the City Documents and the Bonds, and compliance with
the provisions hereof and thereof, will not conflict with, or constitute a material breach of or default
under any law, administrative regulation, consent decree, ordinance, resolution or any agreement or
other instrument to which the City was or is subject, as the case may be, nor will such adoption,
execution, delivery, authorization or compliance result in the creation or imposkion of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of the property
or assets of the City, or under the terms of any law, administrative regulation, ordinance, resolution
or instrument, except as expressly provided by the Resolution.
h. At the time of Closing, the City will be in compliance in all respects with the
covenants and agreements contained in the Resolution and no event of default and no event which,
with the lapse of time or giving of notice, or both, would constitute an event of default under the
Resolution, will have occurred or be continuing.
i. Except as provided in the Official Statement, all approvals, consents,
authorizations and oMers of any governmental authority or agency having jurisdiction in any matter
which would constitute a condition precedent to the performance by the City of its obligations
hereunder and its obligations under the Resolution have been obtained and are in full force and
effect, except that no representation is made with respect to compliance with any state blue sky or
other legal investment laws.
4
j. The City is hwfully empowered to pledge its full faith, credit and taxing
power as security for the payment of the principal of and interest on the Bonds.
k. Except as expressly disclosed in the Official Statement, there is no action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency or public board or body pending or, to the best knowledge of the City, threatened against the
City, affecting or seeking to prohibk, restrain or enjoin the sale, issuance or delivery of the Bonds or
the pledge of the City's full fakh, credit and taxing power or contesting or affecting as to the City the
validity or enforceability in any respect of the Bonds, the Resolution, the City Documents, or
contesting the tax-exempt status of interest on the Bonds, or contesting the completeness or
accuracy of the Official Statement or any supplement or amendment thereto, or contesting the
powers of the City or the City Commission (the "Commission") or any authority for the issuance of
the Bonds, the adoption of the Resolution or the execution and delivery by the City of the Bonds,
the City Documents.
1. The City will fumish such information, execute such instruments and take
such other action in cooperation with the Underwriter as the Underwriter may reasonably request in
order to (O qualify the Bonds for offer and sale under the "blue sky" or other securities laws and
regulations of such states and other jurisdictions of the United States as the Underwriter may
designate and (h~ determine the eligibility of the Bonds for investment under the laws of such states
and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long
as required for the distribution of the Bonds; provided, however, that the City shall not be required
to execute a general or special consent to service of process or qualify to do business or register as a
broker/dealer in connection with any such qualification or determination in any jurisdiction.
m. The City will not take or omit to take any action which action or omission
will in any way cause the proceeds from the sale of the Bonds to be applied in a manner contrary to
that provided for in the Resolution, the Tax Certificate and as described in the Official Statement.
n. The City neither is nor has been in default at any time after December 31,
1975, as to principal or interest with respect to an obligation issued or guaranteed bythe City.
o. As of its date, the Preliminary Official Statement was deemed "final" by the
City for the purposes of SEC Rule 15c2-12(b)(1) except for the omission of certain matters
permitted thereby.
p. If, after the date of this Purchase Contract and until the earlier of (0 ninety
(90) days from the end of the "underwriting period" (as defined in SEC Rule 15c2-12) or (h~) the
time when the Official Statement is available to any person from a nationally recognized reposkory,
but in no case less than twenty-five (25) days following the end of the underwriting period, any
event shall occur which might or would cause the Official Statement, as then supplemented or
amended, to contain any untrue statement of a material fact or to omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, the City shall, if k has knowledge of such event, notify the Underwriter
thereof and, if in the opinion of the Underwriter such event requires the preparation and publication
of a supplement or amendment to the Official Statement, the City will at its own expense forthwith
prepare and furnish to the Underwriter a sufficient number of copies of an amendment of or
supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which
will supplement or amend the Official Statement so that it will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances existing at such time, not misleading.
q. Any certificate signed by any official of the City and delivered to the
Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the
truth of the statements therein contained.
r. The City has never failed to comply with any prior continuing disclosure
obligation arising out of SEC Rule 15c2-12.
6. Closing. At noon, local time, on December 19, 2002 (the "Closing Date"), or at
such time on such earlier or later date as shall be agreed upon, the City will, subject to the terms and
conditions hereof deliver to DTC in the City of New York, New York or such other location as
shall be acceptable to the City and DTC, the Bonds in permanent form, duly executed, and will
deliver the other documents herein mentioned at a location mutually agreed upon by the City and
the Underwriter;, and the Underwriter will pay the purchase price of the Bonds as set forth in
Section 1 hereof plus accrued interest on the Bonds from December 1, 2002 to the Closing Date, by
immediately available funds, payable to the order of the City. This delivery and payment is herein
called the "Closing."
7. Closing Conditions. The Underwriter has entered into this Purchase Contract in
reliance upon the representations and warranties of the City herein contained and the performance
by the City of its obligations hereunder, both as of the date hereof and as of the time of Closing.
The obligations of the Underwriter under this Purchase Contract are and shall be subject to each of
the following conditions, and the obligations of the City shall be subject to the City receiving the
items described in conditions (f)(h), (f)(iv), (f)(vi) through (f)(x):
a. The representations and warranties of the City contained herein shall be true
and correct as of the date hereof and as of the Closing Date, as if made on the Closing Date.
b. The City shall have performed all agreements of the City required to be
performed under the Resolution and this Purchase Agreement prior to or on the Closing Date.
c. At the time of the Closing, the Resolution shall be in full force and effect in
accordance with its terms and shall not have been amended, modified or supplemented, and the
Official Statement shall not have been supplemented or amended, except in any such case as may
have been agreed to by the Underwriter.
d. At the time of the Closing, all official action of the City relating to the City
Documents, the Resolution, the Official Statement and the Bonds shall be in full force and effect in
accordance with their respective terms and shall not have been amended, modified or supplemented
in any material respect, except in each case as mayhave been agreed to bythe Underwriter.
e. The Underwriter shall have the right to cancel the agreement contained
herein to purchase, to accept delivery of and to pay for the Bonds by notifying you in writing of
their intention to do so if:
i. between the date hereof and the Closing Date, legishtion shall have
been enacted by the Congress of the United States ("Congress"), or recommended to the Congress
for passage by the President of the United States, or favorably reported for passage to either House
of Congress by any Committee of such House, or passed by either Home of Congress, or a decision
shall have been rendered by a court of the United States or the United States Tax Court, or a ruling
shall have been made or a regulation shall have been proposed or made by the Treasury Department
of the United States or the Internal Revenue Service, with respect to the federal taxation of interest
received on obligations of the general character of the Bonds, which, in the opinion of Counsel for
the Underwriter has, or will have, the effect of making such interest subject to inclusion in gross
income for purposes of federal income taxation, or
ii. between the date hereof and the Closing Date, legislation shall be
enacted or any action shall be taken by the Securities and Exchange Commission which has the
effect of requiting the contemplated issuance or distribution of the Bonds to be registered under the
Securities Act of 1933, as amended, or of requiring the Resolution to be qualified under the Trust
Indenture Act of 1939, as amended, or
iii. an event described in paragraph (p) of Section 5 hereof shall have
occurred which requires an amendment or supplement to the Official Statement and which, in the
reasonable opinion of the Underwriter, adversely affects the marketability of the Bonds or the
market price thereof, or
iv. in the reasonable opinion of the Underwriter, payment for the
delivery of the Bonds is rendered impracticable or inadvisable became (A) trading in securities
generally shall have been suspended on the New York Stock Exchange, Inc., or (B) a general
banking moratorium shall have been established by Federal, New York or Florida authorities, or (C)
a war or terrorist act involving the United States or other national calamity shall have occurred or
been declared, or
v. an order, decree or injunction of any court of competent jurisdiction,
or any order, rifling, regulation or administrative proceeding by any governmental body or board,
shall have been issued or commenced, or any legislation, enacted, with the purpose or effect of
prohibking the issuance, offering or sale of the Bonds as contemplated hereby or by the Official
Statement or prohibiting the adoption or peffonmnce of the Resolution, or
vi. the City has, without the prior written consent of the Underwriter,
offered or issued any bonds, notes or other obligations for borrowed money, or incurred any
material liabilities, direct or contingent, other than as described in the Official Statement, in either
case secured bythe City's full faith, credit and taxing power, or
vii. the President of the United States, the Office of Management and
Budget, the Department of Treasury, the Internal Revenue Service or any other governmental body,
department, agency or commission of the United States or the State of Florida shall take or propose
to take any action or implement or propose regulations, rules or legislation which, in the reasonable
judgment of the Underwriter, materially adversely affects the market price or marketability of the
Bonds or causes any material information in the Official Statement, in light of the circumstances
under which it appears, to be misleading in any material respect, or
7
viii. any executive order shall be announced, or any legislation, ordinance,
rule or regulation shall be proposed by or introduced in, or be enacted by any governmental body,
department, agency or commission of the United States or the State of Florida or the State of New
York, having jurisdiction over the subject matter, or a decision by any court of competent
jurisdiction within the United States or within the State of Florida or the State of New York shall be
rendered which, in the reasonable judgment of the Underwriter, materially adversely affects the
market price or marketability of the Bonds or causes any information in the Official Statement to be
misleading in any material respect, or
ix. prior to Closing, Moody's Investor's Service, Inc. ("Moody's") and
Standard &; Poor's Rating Services, a division of The McGraw-I-~tll Companies ("Standard &
Poor's"), shall inform the City or the Underwriter that the Bonds will not be rated at least "Aaa" and
"AAA," respectively, or the Insurer shall inform the City or the Underwriter that k will not deliver
its Bond Insurance Policy on the Closing Date.
At or prior to the Closing Date, the Underwriter shall receive the following
documents:
i. The Resolution certified by the City Clerk of the City under seal as
having been duly adopted by the City and as being in effect, with such supplements, modifications
or amendments as may have been agreed to by the Underwriter.
ii. A final approving opinion of Greenburg Traurig, P.A., Bond
Counsel, addressed to the City, dated the date of the Closing, in substantially the form included in
the Official Statement as Appendix D.
iii. A letter of Bond Counsel addressed to the Underwriter and the
Insurer, and dated the Closing Date, to the effect that their final approving opinion referred to in
Section 7(f)(h) hereof may be relied upon bythe Underwriter and the Insurer to the same extent as if
such opinion were addressed to the Underwriter and the Insurer.
iv. An opinion of Susan A. Ruby, Esquire, City Attorney, addressed to
the City, the Underwriter and the Insurer, and dated the date of the Closing, substantially to the
effect that:
(1) the City is a municipal corporation duly existing under the
Constitution and hws of the State of Florida and has good right and hwful authority to adopt the
Resolution, execute and deliver the City Documents and issue the Bonds, to secure the Bonds in the
manner provided in the Resolution, to carry out its powers under the Act (as defined in the
Resolution) and to perform all of its obligations under the Resolution, the Bonds and the Gty
Documents;
(2) the Resolution has been duly adopted by the City and the
Bonds and the City Documents have been duly authorized, executed and delivered by the City, and
the Resolution and the Bonds, when duly authenticated, and the City Documents, when duly
executed by the other parties thereto constitute valid, legal and binding agreements of the City
enforceable in accordance with their respective terms; provided, however, the enforceability thereof
may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights generally;
O) no consent, waiver or any other action by any person, board
or body, public or private, other than the approval of the City which has been duly and validly
obtained, is required as of the date hereof for the Cityto issue the Bonds or adopt the Resolution, or
to execute and deliver the City Documents, or to perform its obligations under any of the foregoing,
except she need not express any opinion regarding any blue sky or legal investment laws;
(4) to the best of her knowledge, the adoption of the Resolution
and the execution and delivery of the City Documents and the Bonds and compliance with the
provisions of each do not and will not conflict with or constitute a breach of or default under any
applicable law or administrative regulation of the State of Florida, or any applicable judgment or
decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or
other instrument to which the City is a part or is otherwise subject;
(5) except as otherwise disclosed in the Official Statement, there
is no litigation or proceeding, pending or, to the best of her knowledge, threatened, challenging the
creation, organization or existence of the City or the validity of the Bonds or the City Documents or
seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or
which, in any manner, questions the right of the City to issue the Bonds or to pledge its full faith,
credit and taxing power as security for the repa3maent of the Bonds;
(6) there is no litigation or proceeding pending to which the City
is a party, the ultimate disposition of which would have a material adverse effect on the finances or
operations of the Cityor its abilityto meet its obligations with respect to the Bonds;
(7) nothing has come to her attention that would lead her to
believe that the Official Statement as of its date or as of the date hereof contains any untrue
statement of a material fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(8) the Official Statement has been duly authorized, executed and
delivered by the City, and the City has consented to the use thereof by the Underwriter, and
(9) the City is hwfully empowered to pledge the City's full faith,
credit and taxing power as security for the payment of the principal of and interest on the Bonds.
v. A certificate, which shall be tree and correct at the time of Closing,
signed by the City Manager and the Finance Director or such other officials satisfactory to the
Underwriter, and in form and substance satisfactory to the Underwriter, to the effect that, to the
best of their knowledge and belief:
(1) the representations, warranties and covenants of the City
contained herein are true and correct in all material respects as of the Closing Date and that the City
has satisfied all conditions to be performed or satisfied hereunder at or prior to Closing;
(2) the Official Statement did not as of its date, and does not as
of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact
9
which should be included therein for the purposes for which the Official Statement is to be used, or
which is necessary in order to make the statements contained therein, in light of the circumstances in
which they were made, not misleading (provided, that no opinion need be expressed regarding the
information contained therein relating to the Insurer, the Bond Insurance Policy, DTC and its book-
entry system);
0) that, except as disclosed in the Official Statement, no
litigation or other proceedings are pending or, to his or her knowledge, threatened against the City in
any court or other tribunal of competent jurisdiction, State or Federal, in any way (i) restraining or
enjoining the issuance, sale or delivery of any of the Bonds, or (ii) questioning or affecting the
validity of the City Documents, the Bonds, the Resolution or the pledge by the City to the
Bondholders of ks full fakh, credk and taxing power, or (ihT questioning or affecting the validity of
any of the proceedings for the authorization, sale, execution, issuance or delivery of the Bonds or
(iv) questioning or affecting the organization or existence of the City or the title to office of the
officers thereof or (v) asserting that the Preliminary Official Statement or the Official Statement
contains any untrue statement of a material fact or omits any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading;
(4) that except as disclosed in the Official Statement, the City is
not in default nor has been in default at anytime after December 31, 1975 as to principal or interest
with respect to any obligation issued or guaranteed by the Ci~,
(5) that no event affecting the City has occurred since the date of
the Official Statement that should be disclosed in the Official Statement for the purposes for which
it is to be used or that is necessary to be disclosed therein in order to make the statements and
information therein not misleading in any material respect; and
(6) that since the date of the financial statements included in the
Official Statement, (~ no material adverse change has occurred in the financial condition of the City
and (h) the City has not incurred any material liabilities other than in the ordinary course of business,
except as set forth in or contemphted by the Official Statement.
vi. An opinion of Greenburg Traurig, P.A., as Bond Counsel, addressed
to the City and the Underwriter, and dated the Closing Date, to the effect that:
(1) with respect to the information in the Official Statement and
based upon said firm's review of the Official Statement, as Bond Counsel: (A) it is of the opinion
that the information in the Official Statement under the headings "INTRODUCTION,"
"DESCRIPTION OF THE SERIES 2002 BONDS -- General," "DESCRIPTION OF THE
SERIES 2002 BONDS - Redemption," "SECURITY FOR THE SERIES 2002 BONDS,"
"CONTINUING DISCLOSUR~ UNDERTAKING," (except for the financial and statistical data
contained in any such headings, as to which no view need be expressed), and "APPENDIX C- The
Resolution" insofar as such information purports to be descriptions or summaries of the
Resolutions, the Bonds or state and federal laws to the extent indicated therein, are accurate and fair
statements or sumimries of the matters set forth or the documents referred to therein; and (B) the
statements on the cover page and under the section captioned "TAX EXEMPTION" insofar as
such statements summarize certain provisions of the tax law, regulations, rulings and notices, are fair
and accurate statements of the provisions so summarized; and
10
(2) the Bonds are exempt from registration under the Securities
Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the
Trust Indenture Act of 1939, as amended.
vii. A certificate of an authorized representative of the Registrar, as
Paying Agent to the effect that:
(1) the Registrar and Paying Agent is a national banking
association duly organized, validly existing and in good standing under the laws of the United States
of America and is duly authorized to exercise trust powers,
(2) the Registrar and Paying Agent has all the requisite authority,
power, licenses, permits and franchises, and has full corporate power and legal authority to execute
and perform its functions under the Resolution and any other documents to which it is a party
(herein, the "Bond Documents");
(3) the performance by the Registrar and Paying Agent of its
functions under the Resolution and the Bond Documents will not result in any violation of the
Articles of Association or Bylaws of the Registrar and Paying Agent, any court order to which the
Registrar and Paying Agent is subject or any agreement, indenture or other obligation or instrument
to which the Registrar and Paying Agent is a party or by which the Registrar and Paying Agent is
bound, and no approval or other action by any governmental authority or agency having supervisory
authority over the Registrar and Paying Agent is required in order for the Registrar and Paying
Agent to perform its functions under the Resolution and the Bond Documents;
(4) the Bond Documents constitute valid and binding obligations
of the Registrar and Paying Agent in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting credkors' rights generally
and subject, as to enforceability, to general principles of equity;, and
(5) to the best of such authorized representative's knowledge,
there is no action, suit, proceeding, or investigation at law or in equity before any court, public board
or body pending or, to his or her knowledge, threatened against or affecting the Registrar and Paying
Agent wherein an unfavorable decision, riding or finding on an issue raised by any party thereto is
likely to materially and adversely affect the ability of the Registrar to perform its obligations under
the Resolution and the Bond Documents.
viii. Letters of Moody's and Standard & Poor's to the effect that the
Bonds have been assigned a rating no less favorable than "Aaa" and "AAA," respectively, which
ratings shall be in effect as of the Closing Date.
ix. Duly executed copies of the Bond Insurance Policy, the City
Documents and the Bond Documents in form acceptable to the Underwriter and Bond Counsel.
x. An opinion of general counsel to the Insurer and a certificate of an
officer of the Insurer dated the date of the Closing and addressed to the Underwriter and the City,
concerning the Insurer, the Bond Insurance Policy, and the information relating to the Insurer and
the Bond Insurance Policy, contained in the Official Statement, in form and substance satisfactory
to the Underwriter.
11
xi. A certificate executed by the Finance Director dated the Closing
Date, satisfactory to Bond Counsel setting forth the facts, estimates and circumstances which
establish that it is not expected that the proceeds of the Bonds will be used in a manner that would
cause the Bonds to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986,
as amended, and to the best of the knowledge and belief of such officer, such expectations are
reasonable.
xii. A letter of representations of the Issuer to DTC
xiii. Intemal Revenue Service Form 8038-G.
xiv. State of Florida Division of Bond Finance Form BF2003/2004-B.
xv. Such additional legal opiniom, certificates, instruments and other
documents as the Underwriter may reasonably request.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to
purchase, to accept delivery of and to payfor the Bonds contained in this Purchase Contract and the
Underwriter does not waive such inability in writing, or if the obligations of the Underwriter to
purchase, to accept delivery of and to pay for the Bonds shall be terminated for any mason
permitted by this Purchase Contract, this Purchase Contract shall terminate, the good faith deposk
described in Section 2 hereof shall be returned to the Underwriter and neither the Underwriter nor
the City shall be under any further obligation hereunder, except that the respective obligations of the
City and the Underwriter set forth in Section 8 hereof shall continue in full force and effect.
8. Expenses. The Underwriter shall be under no obligation to pay, and the City shall
pay, any expense incident to the performance of the City's obligations hereunder including, but not
limited to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of
preparation and printing of the Bonds; (c) the fees and expenses of Bond Counsel; (d) the fees and
expenses of Public Financial Management, Inc., the City's financial advisor for the Bonds; (e) the
fees and disbursements of any other experts, consultants or advisors retained by the City;, (f) fees for
bond ratings; (g) the fees and expenses of the Registrar and Paying Agent; and (h) the costs of
preparing, printing and delivering the Preliminary Official Statement and the Official Statement and
any supplements or amendments thereto. The Underwriter shall pay (a) the cost of printing and
delivery of this Purchase Contract; (b) the cost of all "Blue Sky" and legal investment memoranda
and related filing fees; (c) all advertising expenses; and (d) all other expenses incurred by k in
connection with the public offering of the Bonds including the fees and disbursements of counsel
for the Underwriter. In the event that either party shall have paid obligations of the other as set
forth in this Section 8, adjustment shall be made at the time of the Closing.
9. Notices. Any notice or other communication to be given to you under this Purchase
Contract may be given by mailing the same to the attention of the City Manager, at the address set
forth on the first page hereof, and any such notice or other communication to be given to the
Underwriter may be mailed to Bear Steams, 225 N.E. Mizner Blvd., Boca Raton, Florida 33483,
Attention: J.W. Howard.
10. Parties in Interest. This Purchase Contract is made solely for the benefit of the City
and the Underwriter and ho other party or person shall acquire or have any right hereunder or by
12
virtue hereof. All of the City's representations, warranties and agreements in this Purchase Comract
shall remain operative and in full force and effect and shall survive the delivery of the Bonds.
11. Waiver. Notwithstanding any provision herein to the contrary, the performance of
any and all obligations of the City hereunder and the performance of any and all conditions
contained herein for the benefit of the Underwriter may be waived by the Underwriter and the
approval of the Underwriter when required hereunder or the determination of their satisfaction as to
any document referred to herein shall be evidenced by its purchase of the Bonds.
12. No Liability. Neither the Commission, nor any of the members thereof, nor any
officer, agent or employee thereof shall be charged personally by the Underwriter with any liability,
or held liable to the Underwriter under any term or provision of this Purchase Contract because of
its execution or attempted execution, or because of any breach or attempted or alleged breach
thereof.
13. Goveming Law. This Purchase Contract, and the terms and conditions herein, shall
constitute the full and complete agreement between the City and the Underwriter with respect to the
purchase and sale of the Bonds. This Purchase Contract shall be governed by and construed in
accordance with the laws of the State of Florida.
14. Operation of Warranties, Etc. All the representations, warranties, covenants and
agreements of the City in this Purchase Contract shall remain operative and in full force and effect
as if made on the date hereof and the Closing Date, regardless of (i) any investigation made by or on
behalf of the Underwriter or by Counsel to the Underwriter, or (ii) delivery of and any paymem for
the Bonds hereunder.
15. Section Headings. Section headings have, been inserted in this Purchase Contract as
a matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Purchase Contract and will not be used in the interpretation of any provisions of this
Purchase Contract.
16. Severability. If any provision of this Purchase Contract shall be held or deemed to
be, or shall in fact be, invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
constitution, statute, or rule of public policy, or for any other reasons, such circumstances shall not
have the effect of rendering the provision in question invalid, inoperative or unenforceable in any
other case or circumstances, or of rendering any other provision or provisions of this Purchase
Contract invalid, inoperative or unenforceable to any extem whatever.
17. Execution of Counterparts. This Purchase Contract may be executed in any
number of counterparts, all of which taken together shall be one and the same instrument, and any
parties hereto may execute this Purchase Contract by signing any such counterpart. The execution of
this Purchase Contract has been duly authorized by the Commission.
13
18. Effectiveness. This Purchase Contract shall become effective upon the execution by
the appropriate City officials of the acceptance hereof by the City and shall be valid and enforceable
at the time of such acceptance.
BEAR STEARNS 8: OD., INC.
By:
j. w. Howard, Associate Director
Accepted this ~ day of December, 2002
by the City Commission of the City of
Delray Beach, Florida
By~
(Vice) Mayor
14
EXHIBIT A
MATURITIES, AMOUNTS, INTEREST RATES, AND PRICES ORYIELDS
$ SERIAL BONDS
Maturities Interest
(Feb. 1) Amounts Rates Yield
2OO4
2005
2006
2007
2008
2009
2010
2011
2012
2013
A-1
EXHIBIT B
DISCLOSURE STATEMENT
The City Commission of the
City of Delray Beach, Florida
100 N. W. First Avenue
DelrayBeach, Florida 33444
$ City of DelrayBeach, Florida General Obligation
Refunding Bonds, Series 2002 (Decade of Excellence Program)
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Delray Beach, Florida of
$ of its General Obligation Refunding Bonds, Series 2002 (Decade of Excellence
Program) (the "Bonds"), Bear Steams (the "Underwriter") is underwriting a public offering of the
Bonds. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6),
Florida Statutes, certain information in respect of the arrangements contemplated for the
underwriting of the Bonds as follows:
The nature and estimated amount of expenses to be incurred by the
Underwriter in connection with the purchase and reoffering of the Bonds are set forth in Schedule I
attached hereto.
B. No person has entered into an understanding with the Underwriter, or to the
knowledge of the Underwriter, with the City, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the
City and the Underwriter or to exercise or attempt to exercise any influence to effect any transaction
in the purchase of the Bonds.
C The underwriting spread, the difference between the price at which the Bonds
will be initially offered to the public by the Underwriter and the price to be paid to the City for the
Bonds, exclusive of accrued interest, will be $ per $1,000 of Bonds issued.
D. As part of the estimated underwriting spread set forth in Paragraph (c) above,
the Underwriter will charge a management fee of $ per $1,000 of Bonds issued.
E. No other fee, bonus or other compensation is estimated to be paid by the
Underwriter in connection with the issuance of the Bonds to any person not regularly employed or
retained by the Underwriter (including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes), except as specifically enumerated as expenses to be incurred by the Underwriter, as set
forth in Paragraph (a) above.
B-1
We understand that you do not require any further disclosure from the Underwriter,
pursuant to Section 218.385(6), Florida Statutes.
BEAR STEARNS & CO., INC.
225 N.E. Mizner Blvd.
Delray Beach, Florida 33484
j. w. Howard, Associate Director
B-2
SCHEDULE I
UNDERWRITERS ESTIMATED EXPENSES
MSRB, CUSIP, DTC, PSA
Travel, Closing
Communications/Advertising
Day Loan
Counsel Fees
Miscellaneous
Total Expenses
(per $1,000)
EXHIBIT C
TRUTH-IN BONDING STATEMENT
The following troth-in-bonding statement is prepared pursuant to Section 218.385(2) and
(3), Florida Statutes, and is for informational purposes only. It shall not affect or control the actual
terms and conditions of the debt or obligations.
The City of Delray Beach, Florida (the "City") is proposing to issue $ of
City of Delray Beach, Florida General Obligation Refunding Bonds, Series 2002 (Decade of
Excellence Program) (the "Bonds") for the purpose of providing funds to refund the City's
outstanding General Obligation Bonds, Series 1993A (Decade of Excellence Program) and the City's
outstanding General Obligation Refunding Bonds, Series 1993B (Decade of Excellence Program)
(together, the "Refunded Bonds"), and to pay certain costs and expenses related to the issuance of
the Bonds. The Bonds are expected to be repaid over a period of approximately_ years. At the
interest rates set forth in Exhibk A of the Purchase Contract, total interest paid over the life of the
Bonds inclusive of accrued interest will be $
The source of repayment and security for the Bon& is the City's full fakh, credit and taxing
power. Because the Bonds will refund the Refunded Bonds and will result in a lower debt service
on such bonded indebtedness, authorizing the Bonds will not result in any additional funds of the
City not being available to finance other projects of the City.
Exhibit B
PRELIMINARY OFFICIAL STATEMENT DATED DECEIv[BER 4, 2002
NEW ISSUE
RATINGS' (See "Ratings" heretn)
In the optnion of Bond Counsel under existmg lava, and assumtng comphance wtth the tax covenant described hereto, interest on the Series 2002
Bonds (as defined be/ow) ,s excluded from gross income for federal income tax purposes, and ts not a speafic preference item for purposes of the federal
alternattve mtmmum tax. See however, 'WAX EXEMPTION" heretn for a descrtptwn of certain other taxes tmposed on corporattons. Bond Counsel is
also of the opimon that tnterest on the Series 2002 Bonds ts exempt from taxation under extsting Imvs of the State of Flonda, except as to estate taxes and
taxes imposed by Chapter 220, Florida Statutes, on mterest, income orprofits on debt obhgatwns omned bjy corporattons, banks and savings assoaatwns.
CITY OF DELRAY BEACH, FLORIDA
$18,000,000'
General Obligation Refunding Bonds, Series 2002
(Decade of Excellence Program)
Dated: December 1, 2002 Due: February 1, as shown on the Inside Cover
The City of Delray Beach, Florida General Obhgation Refunchng Bonds, Series 2002 (Decade of Excellence Program) (the
"Series 2002 Bonds") will be ~ssued as fully registered bonds without coupons m the pnnc~pal denommauon of $5,000 or any
integral muluples thereof. The Series 2002 Bonds will be registered in the name of Cede & Co., as nominee for the Depository
Trust Company, New York, New York ("DTC"), and DTC roll act as securiues depository for the Series 2002 Bonds. So long as
Cede & Co. ~s the registered owner of the Series 2002 Bonds, pnnc~pal of, prermum, ~f any, and interest on the Series 2002 Bonds
chrecfly to Cede & Co., as nominee for DTC by Wells Fargo Bank, Nauonal Associauon, having a designated corporate trust office
m Coral Spnngs, Florida, as Paying Agent for the Series 2002 Bonds (the "Paying Agent"). Interest on the Series 2002 Bonds ~s
payable semi-annually, commencing February 1, 2003 and each August 1 and February 1 thereafter.
The Series 2002 Bonds are not subject to opuonal redempuon and mandatory staling fund redempnon prior to theft
stated maturity
The proceeds of the Series 2002 Bonds will be used by the C~ty of Delray Beach, Florida (the "C~ty") to 0) refund, on a
current bas~s, the C~ty's General Obligauon Bonds, Series 1993 A (Decade of Excellence Program) outstanchng m the par mount
of $10,050,000 and the City's General Obhgauon Refunding Bonds, Series 1993 B (Decade of Excellence Program) outstanding in
the par amount of $6,905,000, and (u) pay the cost of~ssuing the Series 2002 Bonds.
The Series 2002 Bonds and the interest on such Series 2002 Bonds are general obligations of the City. In each
year while any of the Series 2002 Bonds are outstanding and unpaid, the City is irrevocably and unconditionally obligated
to levy and collect ad valorem taxes without limitation at the rate or amount on all the taxable property within the City,
sufficient to pay the interest on the Series 2002 Bonds as it becomes due, and to provide for the payment of the principal
of the Series 2002 Bonds at maturity.
The scheduled payment of pnnc~pal of and interest on the Series 2002 Bonds when due will be guaranteed under an
insurance pohcy to be issued concurrently w~th the dehvery of the Series 2002 Bonds by:
FINANCIAL SECURITY ASSURANCE INC.
For a chscussmn of the terms and prov/smns of such pohcy, including the limitations, see "BOND INSURANCE," hereto.
TMs cover page contains certain mformauon for qmck reference only. It is not a summary of the ~ssue. Investors must
read the enure Official Statement to obtain informauon essenttal to the maktng of an reformed investment decismn.
The Series 2002 Bonds are offered when, as and if ~ssued, subject to approval as to legahty by Greenburg Traung, P.A.,
West Palm Beach, Florida, Bond Counsel to the C~ty, and certain other con&nons. Certain legal matters will be passed on for the
C~ty by ~ts C~ty Attorney, Susan A. Ruby, Esq Certain legal matters will be passed upon for the Underwriter by ~ts counsel, Blank
Rome Cormsky & McCauley LLP, Boca Raton, Florida and Phtladelplua, Pennsylvania Pubhc Financial Management, Inc
Orlando, Florida, served as financml advisor to the C~ty m connecuon w~th the ~ssuance of the Series 2002 Bonds. It ~s expected
that the Series 2002 Bonds m defwauve form will be available for dehvery through the fac~ues of DTC m New York, New York,
on or about December 19, 2002.
Bear Stearns & Co., Inc.
* Prelmamary, subject to change
017005 00303/21071035v5
MATURITIE S, AMOUNTS, INTE RE ST RATE S,
YIELDS, PRICES AND CUSIP NUMBERS
Maturity
Principal Interest
Amount Rate Yield Price
CUSIP
NUMBERS
CITY OF DELRAY BEACH, FLORIDA
CITY COMMISSION
David W. Schmidt, Mayor
Jeff Perlman, Vice Mayor
Patricia Langley Archer, Deputy Vice Mayor
Jon R. Levinson, Commissioner
Alberta Perry McCarthy, Commissioner
CITY OFFICIALS
David T Harden, City Manager
Joseph M. Safford, Finance Director
Rebecca S. O'Connor, Treasurer
Richard C Hasko, Director of Environmental Services
Randall Krejcarek, City Engineer
Barbara Garito, City Clerk
CITY ATTORNEY
Susan A. Ruby, Esquire
BOND COUNSEL
Greenberg Tmurig, P.A.
West Palm Beach, Florida
UNDERWRITEWS COUNSEL
Bhnk Rome Comisky & McCauley LLP
Boca Raton, Florida and Philadelphia, Pennsylvania
FINANCIAL ADVISOR
Public Financial Management, Inc.
Orlando, Florida
No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to
give any information or to make any representations with respect to the Series 2002 Bonds other than those
contained in this Official Statement and, if given or made, such information or representations must not be
relied upon as having been authorized by any of the foregoing. This Official Statement is not to be construed
as a contract with the purchasers of the Series 2002 Bonds. This Official Statement does not constitute an
offer to sell or the solickation of an offer to buy, nor shall there be any sale of the Series 2002 Bonds by any
person in any jurisdiction in which k is unlawful for such person to make such offer, solicitation or sale.
The information set forth herein has been obtained from the Gty, Financial Security Assurance Inc.
("Financial Security"), DTC and other sources which are believed to be reliable but k is not guaranteed as to
accuracy or completeness by, and is not to be construed as a representation of, the Underwriter. The Gty
makes no representation as to any information from sources other than the information provided bythe City.
The information and expressions of opinion herein are subject to change without notice, and, neither the
delivery of this Official Statement nor any sale of Series 2002 Bonds, under any circumstances, create any
implication that there has been no change in any information set forth herein since the date hereof or the date
as of which particular information is given, if earlier. This Official Statement is not to be construed as a
contract or agreement between the City or the Underwriter and the purchasers or owners, from time to time,
of any of the Series 2002 Bonds.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SERIES 2002 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
The following Official Statement contains a general description of the Series 2002 Bonds and sets
forth certain information about the City. All summaries and descriptions herein of documents, instruments
and agreements, including the Series 2002 Bonds, are qualified in their entirety by reference to the complete,
definitive forms of the Series 2002 Bonds and such documents, instruments and agreements, copies of which
are on file at the office of the Paying Agent.
THE SERIES 2002 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN
RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACT. THE REGISTRATION OR
QUALIFICATION OF THE SERIES 2002 BONDS IN A(]CORDANCE WITH APPLICABLE
PROVISIONS OF THE SECURITIES LAWS OF CERTAIN STATES, IF ANY, IN WHICH THE
SERIES 2002 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION
FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE
REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF
THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2002 BONDS OR THE
A~CY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION
TO THE CO~Y MAY BE A CRIMINAL OFFENSE.
Other than with respect to information concerning Financial Security contained under the caption
"BOND INSURANCE" and Appendix D specimen "Municipal Bond Insurance Policy" herein, none of the
information in this Official Statement has been supplied or verified by Financial Security and Financial
Security makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of
such information; (ii) the validity of the Series 2002 Bonds; or Cfii) the tax-exempt status of the interest on the
Series 2002 Bonds.
TABLE OF CONTENTS
Page
INTRODUCTION ...........................................................................................................................................
PURPOSE OF SERIES 2002 BONDS .........................................................................................................
PLAN OF REFUNDING- SERIES 2002 BONDS .................................................................................. 2
SOURCES AND USES OF FUNDS ............................................................................................................ 2
DESCRIPTION OF THE SERIES 2002 BONDS .................................................................................... 3
General .......................................................................................................................................................... 3
Book-Entry Only System ........................................................................................................................... 3
Discontinuance of Book-Entry Only System .......................................................................................... 6
Redemption .................................................................................................................................................. 7
SECURITY FOR THE SERIES 2002 BONDS .......................................................................................... 7
Pledge of Ad Valorem Taxes ..................................................................................................................... 7
Assessments ................................................................................................................................................. 7
Collections .................................................................................................................................................... 8
Delinquent Taxes ......................................................................................................................................... 8
TAX TABLES ................................................................................................................................................. 10
BOND INSURANCE .................................................................................................................................... 13
Bond Insurance Policy. ............................................................................................................................. 13
Financial Security Assurance Inc ............................................................................................................. 13
THE CITY ....................................................................................................................................................... 14
Location and Size ...................................................................................................................................... 14
Brief Description ....................................................................................................................................... 14
Budgeting, Accounting and Auditing ..................................................................................................... 14
Operating Budget for Fiscal Year Ended September 30, 2001 .......................................................... 15
State Assessment Cap ............................................................................................................................... 15
LEGAL DEBT LIMITATIONS .................................................................................................................. 16
The Florida Constitution .......................................................................................................................... 16
DEBT SUMMARY ......................................................................................................................................... 16
Selected Debt Data ........... , ........................................................................................................................ 16
RATINGS ......................................................................................................................................................... 21
LEGALITY ...................................................................................................................................................... 21
TAX EXEMPTION ....................................................................................................................................... 21
UNDERWRITING ........................................................................................................................................ 23
CONTINUING DISCLOSURE UNDERTAKING ............................................................................... 23
ENFORCEABILITY OF REMEDIES ...................................................................................................... 26
LITIGATION ................................................................................................................................................. 26
GENERAL PURPOSE FINANCIAL STATEMENTS .......................................................................... 26
FINANCIAL ADVISOR ............................................................................................................................... 27
VERIFICATION OF MATHEMATICAL COMPUTATIONS ........................................................... 27
MISCELLANEOUS ....................................................................................................................................... 27
AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT28
APPENDIX A
-GENERAL INFORMATION CONCERNING CITY OF DELRAY BEACH
FLORIDA AND PALM BEACH COUNTY
APPENDIX B
APPENDIX C
APPENDIX D
- CITY OF DELRAY BEACH, FLORIDA GENERAL PURPOSE HNANCIAL
STATEMENTS AND OTHER INFORMATION FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 2001
- FORM OF APPROVING OPINION OF BOND ODUNSEL
- SPECIMENMUNIC[PAL BOND INSURANCE POLICY
OFFICIAL STATEMENT
$18,000,000'
The City of Delray Beach, Florida
General Obligation Refunding Bonds, Series 2002
(Decade of Excellence Program)
INTRODUCTION
The purpose of this Official Statement, which includes its cover page and certain enclosed
Appendices, is to furnish information with respect to the issuance by the City of Delray Beach,
Florida (the "City") of ks General Obligation Refunding Bonds, Series 2002 (Decade of Excellence
Program) (the "Series 2002 Bonds") in the aggregate principal amount of $18,000,000'.
The Series 2002 Bonds are being issued under the authority of and in full compliance with
the Constitution and, laws of the State of Florida, including Chapter 166, Florida Statutes, as
amended and supplemented, the City Charter, as amended and supplemented, and other applicable
provisions of law. The Series 2002 Bonds are being issued more specifically pursuant to Resolution
No. 77-89 (the "Referendum Resolution"), adopted by the City Commission of the City (the
"Commission") on October 16, 1989, Resolution No. 91-02, adopted by the Commission on
December 3, 2002 and Resolution No. 92-02, a series resolution adopted by the Commission on
December 3, 2002, which authorized the issuance by the City of up to $18,000,000 in General
Obligation Bonds in one or more series and sets forth the details of the Series 2002 Bonds (the
"Series 2002 Resolution" and together with the Referendum Resolution, the "Resolution"). The
City previously issued its $10,210,000 General Obligation Bonds, Series 1993 A (Decade of
Excellence Program) (the "1993 A Bonds") and its $8,835,000 General Obligation Refunding and
Bonds, Series 1993 B (Decade of Excellence Program (the "1993 B Bonds") of which $10,050,000
and $6,905,000 remain outstanding, respectively (together the "1993 Bonds").
Capitalized terms not otherwise defined in this Official Statement shall have the same
meanings assigned to such terms in the Resolution. The description of the Series 2002 Bonds, the
Resolutions, the description of certain statutory provisions and the information from various reports
and statements contained in this Official Statement are not comprehensive or definitive. All
references to such documents, reports and statements are qualified by the actual content of such
documents, reports and statements, copies of which may be obtained by contacting the Director of
Finance, City of Delray Beach, Florida, 100 NW, First Avenue, Delray Beach, FL 33444, (561) 243-
7115 or during the offering period of the Series 2002 Bonds from Public Financial Management,
Inc., financial advisor to the City, (407) 648-2208.
PURPOSE OF SERIES 2002 BONDS
The Series 2002 Bonds will be issued by the City to (i) pay the cost of refunding, on a
current basis, $10,050,000 aggregate principal amount of the 1993 A Bonds and $6,905,000
aggregate principal amount of the 1993 B Bonds (together, the "Refunded Bonds"); and (ii) pay the
costs of issuance of the Series 2002 Bonds.
* Preliminary, subject to change.
PLAN OF REFUNDING- SERIES 2002 BONDS
The current refunding is being undertaken for the purpose of effectuating debt service cost
savings to the City. The monies required to refund the Refunded Bonds will be derived from the
proceeds of the sale of the Series 2002 Bonds and other legally available funds of the City. Such
monies will be irrevocably deposited with Wells Fargo Bank, National Association, as escrow agent
for the Refunded Bonds (the "Escrow Agent") pursuant to an Escrow Deposit Agreement (the
"Escrow Deposk Agreement"), by and between the City and the Escrow Agent. The Escrow
Deposit Agreement requires the Escrow Agent to use certain of the monies held in escrow
thereunder to purchase direct obligations of the United States of America (such direct obligations of
the United States of America are referred to collectively as the "Government Obligations"). The
Government Obligations will mature at such times in such amounts so that sufficient monies will be
available from such maturing principal, together with interest income from the Government
Obligations, and cash balances, if any, to make payments of principal of, redemption premium and
interest on the Refunded Bonds on February 1, 2003. See "VERIFICATION OF
MATHEMATICAL COMPUTATIONS", herein.
The Series 2002 Bonds shall be issued at a lower net average interest cost rate than the net
average interest cost rate of the Refunded Bonds and, as a result of the current refunding of the
Refunded Bonds, the City and its taxpayers will realize economic benefits.
SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the Series 2002 Bonds are expected to be
applied as follows:
Sources of Funds
Principal Amount of Series 2002 Bonds .........................................................................
Less Original Issue Discount ............................................................................................
Accrued Interest ..................................................................................................................
Other Legally Available Monies .......................................................................................
Total Sources of Funds .........................................................
Uses of Funds
Deposit to Interest Account (1)
Deposit to the Escrow Fund (2) .......................................................................................
Underwriter's Discount ......................................................................................................
Costs of Issuance0) ...........................................................................................................
Total Sources of Funds .........................................................
0)
(2)
(3)
Represents Accrued Interest.
To be used to purchase Govemment Obligations.
Includes a portion o£ the prernium for the Municipal Bond Insurance Policy.
DESCRIPTION OF THE SERIES 2002 BONDS
The Series 2002 Bonds will be dated December 1, 2002 and will mature on February 1 of the
years and in the principal amounts set forth on the inside cover page hereof. The Series 2002 Bonds
will be initially issued only in the form of fully registered bonds in denominations of $5,000 or any
integral multiple thereof. Interest on the Series 2002 Bonds is payable semiannually commencing
February 1, 2003, and each August 1 and February 1 thereafter at the rates per annum set forth on
the inside cover page hereof. Wells Fargo Bank, National Association, having a designated
corporate trust office in Coral Springs, Florida, will serve as bond registrar ("Bond Registrar") and
paying agent (the "Paying Agent") for the Series 2002 Bonds. The Series 2002 Bonds will be issued
as fully registered Bonds and, when issued, will be registered in the name of Cede & Co., as nominee
of the Depository Trust Company, New York, New York ("DTC").
So long as the Series 2002 Bonds shall be in book-entry form, the principal of and interest
on such Series 2002 Bonds is payable by check or draft mailed or wire transfer to Cede & CO., as
nominee of DTC and registered owners thereof for redistribution by DTC to the DTC Participants
(as herein defined) and in turn to Beneficial Owners (as herein defined) as described below under
"Book-Entry Only System". If the book-entry system should be discontinued, certificated Series
2002 Bonds will be issued to the Beneficial Owners, who will then become the registered owners
thereof. See "Discontinuance of Book-Entry Only System" below.
Book-Entry Only System
The Depository Trust Company ("DTC"), New York, New York, will act as securities
deposkory for the Series 2002 Bonds under a book-entry system with no physical distribution of the
Series 2002 Bonds made to the public. The Series 2002 Bonds will initially be issued as fully-
registered securities, registered in the name of Cede & CO. (DTC's partnership nominee), or such
other name as may be requested by an authorized representative of DTC. One fully-registered
Series 2002 Bond certificate will be issued for the aggregate principal amount of each maturity of the
Series 2002 Bonds and will be deposited with DTC.
DTC, the world's largest deposkory, is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non-U.S, equity issues, corporate and municipal debt
issues, and money market instruments from over 85 countries that DTC's participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of securities transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Direct Participants' accounts, thereby eliminating the
need for physical movement of securities certificates. Direct Participants include both U.S. and non-
U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
3
("DTCC'). DTCC, in tum, is owned by a number of its Direct Participants and members of the
National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS
Clearing Corporation and Emerging Markets Clearing Corporation (NSC_C, GSCC, MBSCC and
EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American
Stock Exchange, I.IJC and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as both U.S. and non-U.S, securities broken and dealers,
banks and trust companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and
its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www. dtcc.com.
Purchases of the Series 2002 Bonds under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Series 2002 Bonds on DTC's records. The
ownership interest of each actual purchaser of each Series 2002 Bond ("Beneficial Owner") is in
turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as periodic statements of
their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the Series 2002 Bonds are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership
interests in the Bonds, except in the event that use of the book-entry system for the Series 2002
Bonds is discontinued.
To facilitate subsequent transfers, all Series 2002 Bonds deposited by Direct Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposk of Series 2002
Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee,
does not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Series 2002 Bonds; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2002
Bonds may wish to take certain steps to augment transmission to them of notices of significant
events with respect to the Series 2002 Bonds, such as redemptions, tenders, defaults and proposed
amendments to the Series 2002 Bond documents. For example, Beneficial Owners of Series 2002
Bonds may wish to ascertain that the nominee holding the Series 2002 Bonds for their benefit has
agreed to obtain and transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners
may wish to provide their names and addresses to the Paying Agent and request that copies of the
notices be provided directlyto thenz
Redemption notices shall be sent to DTC. If less than all of the Series 2002 Bonds within an
issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with
respect to the Series 2002 Bonds unless authorized by a Direct Participant in accordance with DTC's
procedures. Under its usual procedures, DTC mails an Omnibus Proxyto the Paying Agent as soon
as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Series 2002 Bonds are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on the Series 2002 Bonds will be made to
Cede & CO., or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts' upon DTC's receipt of funds and
corresponding detail information from the City or Paying Agent, on the payable date in accordance
with their respective holdings shown on DTC's records. Payments by Direct and Indirect
Participants to Beneficial Owners will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Direct and Indirect Participants and not of
DTC (or its nominee), the City or the Paying Agent subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal, premium, if any, and
interest to Cede & Co. (or such other nominee as may be requested by an authorized representative
of DTC) is the responsibility of the Paying Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
Series 2002 Bonds at any time by giving reasonable notice to the City or the Paying Agent. Under
such circumstances, in the event that a successor securities deposkory is not obtained, Series 2002
Bond certificates are required to be prepared, executed and delivered.
The City may decide to discontinue use of the system of book-entry transfers through DTC
(or a successor securities deposkory). In that event, either a successor securities depository will be
selected bythe City or Series 2002 Bond certificates will be prepared, executed and delivered.
In the event of insolvency of DTC, if DTC has insufficient securities in its custody (e.g., due
to theft or loss) to satisfy the chims of its Direct Participants with respect to deposked securities
and is unable by application of (i) cash deposits and securities pledged to DTC to protect DTC
against losses and liabilities, (h~ the proceeds of insurance maintained by DTC and/or its Direct
Participants or Indirect Participants or (ih) other resources, to obtain securities necessary to
eliminate the insufficiency, no assurances can be given that Direct Participants will be able to obtain
all of their deposited securities.
THE CITY, THE BOND REGISTRAR AND THE PAYING AGENT WILL NOT
HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS,
BENEFICIAL OWNERS OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS
FOR (A) SENDING TRANSACTION STATEMENTS; (B) MAINTAINING,
SUPERVISING OR REVIEWING THE ACCURACY OF ANY RECORDS
MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR OTHER NOMINEES OF
SUCH BENEFICIAL OWNERS; (C) PAYMENT OR THE TIMELINESS OF
PAYMENT BY DTC TO ANY DTC PARTICIPANT, OR BY ANY DTC PARTICIPANT
OR OTHER NOMINEES OF BENEFICIAL OWNERS TO ANY BENEFICIAL
OWNER, OF ANY AMOUNT DUE IN RESPECT OF THE PRINCIPAL OF OR
REDEMPTION PREMIUM, IF ANY, OR INTEREST ON BOOK-ENTRY SERIES 2002
BONDS; (D) DELIVERY OR TIMELY DELIVERY BY DTC TO ANY DTC
PARTICIPANT, OR BY ANY DTC PARTICIPANT OR OTHER NOMINEES OF
BENEFICIAL OWNERS TO ANY BENEFICIAL OWNERS, OF ANY NOTICE
(INCLUDING NOTICE OF REDEMPTION) OR OTHER COMMUNICATION
WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE
RESOLUTION TO BE GIVEN TO HOLDERS OR OWNERS OF BOOK-ENTRY
SERIES 2002 BONDS; (E) THE SELECTION OF THE BENEFICIAL OWNERS TO
RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF BOOK-
ENTRY SERIES 2002 BONDS, OR (F) ANY ACTION TAKEN BY DTC OR ITS
NOMINEE AS THE REGISTERED OWNER OF THE BOOK-ENTRY SERIES 2002
BONDS.
The information in this section concerning DTC and DTC's book-entry system has been
obtained from DTC and other sources that the City believes to be reliable, but the City takes no
responsibility for the accuracy thereof.
Discontinuance of Book-Entry Only System
General. In the event that the book-entry system is discontinued and the Beneficial Owners
become the registered owners of the Series 2002 Bonds, interest on each Series 2002 Bond will be
paid by check or draft of the Paying Agent mailed to the person in whose name the Series 2002
Bond is registered, on the fifteenth (15th) day of the month next preceding each interest payment
date (the "Record Date"), provided however, at the request of any holder of at least $1,000,000
aggregate principal amount of a Series 2002 Bond, interest may be payable by wire transfer to the
bank account number on file with the Paying Agent on or before the Record Date. Principal of, and
redemption premium, if any, on the Series 2002 Bonds will be payable upon presentation and
surrender of the Series 2002 Bonds at the designated corporate trust office of the Paying Agent.
Negotiability, Registration and Cancellation. At the option of any registered owner of
the Series 2002 Bonds and upon surrender at the designated corporate trust office of the Bond
Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by
the registered owner or his duly authorized attorney and upon payment by such holder of any
charges which the Bond Registrar or the City must make, the Series 2002 Bonds may be exchanged
for Series 2002 Bonds of the same maturity of any other authorized denominations.
The Bond Registrar shall keep books for the registration of Series 2002 Bonds and
for the registration of transfers of Series 2002 Bonds as provided in the Resolution. The Series 2002
Bonds shall be transferable by the registered owner thereof in person or by his attorney duly
authorized in writing only upon the books of the City kept by the Bond Registrar and only upon
surrender thereof together with a written instrument of transfer satisfactory to the Bond Registrar
duly executed by the registered holder or his authorized attomey. Upon the transfer of any such
Series 2002 Bonds, the City shall issue in the name of the transferee a new Series 2002 Bond or
Series 2002 Bonds.
The City, the Paying Agent and the Bond Registrar shall deem and treat the person
whose name any Series 2002 Bond shall be registered upon the books kept bythe Bond Registrar as
the absolute owner of such Series 2002 bond, whether such Series 2002 Bond shall be overdue or
not, for the purpose of receiving payment of, or on account of, the principal of and interest on such
Series 2002 Bond as the same becomes due and for all other purposes. All such payments so made
to any such registered holder or upon his order shall be valid and effectual to satisfy and discharge
the liability upon such Series 2002 Bond to the extent of the sum or sums so paid, and neither the
City, the Paying Agent, nor the Bond Registrar shall be affected by any notice to the contrary.
Transfer and Exchange. In all cases in which the privilege of exchanging Series 2002
Bonds or transferring Series 2002 Bonds is exercised, the City shall execute and the Bond Registrar
shall authenticate and deliver Series 2002 Bonds in accordance with the provision of the Resolution.
All Series 2002 Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to
the Bond Registrar and cancelled by the Bond Registrar in the manner provided by the Resolution.
There shall be no charge for any such exchange or transfer of Series 2002 Bonds, but the City or the
Bond Registrar may require payment of a sum sufficient to pay tax, fee or other governmental
charges required to be paid with respect to such exchange or transfer. Neither the City nor the Bond
Registrar shall be required to transfer or exchange Series 2002 Bonds for a period from the Record
Date to the next ensuing payment date on such Series 2002 Bonds.
Redemption
The Series 2002 Bonds are not subject to optional redemption or mandatory sinking fund
redemption prior to their stated maturity.
SECURITY FOR THE SERIES 2002 BONDS
Pledge of Ad Valorem Taxes
The Series 2002 Bonds are general obligations of the City for which its full faith, credk and
taxing power have been irrevocably pledged. The Series 2002 Bonds are payable from unlimited ad
valorem taxes levied on all taxable property located in the City (excluding homestead exemptions) as
required by applicable hw. The taxes assessed, levied and collected for the security and payment of
the Series 2002 Bonds are required, pursuant to the terms of the Resolution, to be assessed, levied
and collected in the same manner and at the same time as other taxes, and the proceeds of said
taxes, except as described above and in the Resolution, are to be applied solelyto the payment of the
principal of, premium, if, any, and interest on the Series 2002 Bonds. All ad valorem taxes collected
for the Series 2002 Bonds shall be deposited in a special fund known as the "Sinking Fund" which
was created and established by the Resolution. Moneys on deposit in the Sinking Fund will be used
solely for the payment of principal of, redemption premium, if any, and interest due on the Series
2002 Bonds.
Assessments
Under Florida law, all taxable real property and personal property must be assessed at fair
market value, with some exceptions. Real and personal property valuations are determined each year
as of January 1 by the Palm Beach County Property Appraiser's office. The assessment roll for real
property is prepared between January and July 1, and each taxpayer is given notice by mail of its
proposed assessed property value.
The property owner has the right to file an appeal with the Value Adjustment Board, which
considers petitions relating to assessments and exemptions. A property owner who objects to a
determination by the Value Adjustment Board may file an appeal in Circuit Court. The Value
Adjustment Board certifies the assessment roll upon completion of the hearing of all appeals, other
than those to the Circuit Court. Millage rates are then computed by the various taxing authorities
and certified to the Property Appraiser, who applies the millage rates to the assessment roll to create
the tax roll. The tax roll is then turned over to the Tax Collector for collection.
The Florida Constitution entities each real property owner who is a permanent resident of
the State as of January 1 to a $25,000 homestead exemption on his or her primary residential
property. In addition, the following uses of real property are generally exempt from ad valorem
taxation: religious, educational, charitable, scientific, literary and governmental. There are also
special exemptions for widows, aged persons and disabled veterans. The tax on personal property
covers only tangible personal property and exempts, among other things, household goods and
personal effects and inventory.
Collections
All real and personal property taxes are due and payable on November 1 of each year, or as
soon thereafter as the tax roll is certified and delivered to the Tax Collector. A notice is mailed to
each property owner on the tax roll for taxes levied by the County, school board and other taxing
authorities. Taxes may be paid upon receipt of such notice, with discounts at the rate of 4% if paid
in the month of November, 3% if paid in the month of December, 2% if paid in the month of
January; and 1% if paid in the month of February. Taxes paid during the month of March are
without discount. All unpaid real and personal property taxes become delinquent on April 1 of the
year following the following the year in which the taxes are levied.
Delinquent Taxes
In the event of a delinquency in the payment of taxes on real property, the County Tax
Collector is required to sell tax certificates on such property to the person who pays the delinquent
taxes and interest and certain costs and charges relating thereto, and who accepts the lowest interest
rate per annum to be borne by the certificates (which shall in no event be more than eighteen
percent (18%) per annum). Delinquent taxes may be paid by a taxpayer prior to the date of sale of a
tax certificate by the payment of such taxes, together with interest and all costs and charges relating
thereto. Tax certificates are sold by public bid, and in case there are no bidders, the certificate is
issued to the County without payment of the delinquent taxes in which the assessed lands are
located. Proceeds from the sale of tax certificates are required to be used to pay taxes, interest, costs
and charges on the land described in the certificate.
County-held tax certificates may be purchased, and any tax certificate may be redeemed, in
whole or in part, by any person at any time before a tax deed is issued or the property is placed on
the list of lands available for sale, at a price equal to the face amount of the certificate or portion
thereof, together with all interest, costs, and charges due. The proceeds of such a redemption are
paid to the County Tax Collector who transmits to the holder of the certificate such proceeds less
service charges, and the certificate is cancelled. Any holder, other than the County, of a tax
certificate which has not been redeemed has seven (7) years from the date of issuance of the tax
certificate during which to act against the land that is the subject of the tax certificate.
After an initial period ending two (2) years from April 1 of the year of issuance of a tax
certificate, during which period actions against the land are held in abeyance (except with respect to
County-held certificates) to allow for sales and redemptions of tax certificates, the holder of a
certificate may apply for a tax deed to the subject hnd. The applicant, other than the County, is
required to pay to the County Tax Collector all amounts required to redeem or purchase all
outstanding tax certificates not held by the applicant covering the land, any omitted taxes or
delinquent taxes, current taxes, and interest if due, covering the land. If the County holds a tax
certificate and has not succeeded in selling it, the County must apply for a tax deed within two (2)
years after April 1 of the year of issuance. The County pays costs and fees to the County Tax
Collector but not any amount to redeem any other outstanding certificates covering the land.
Thereafter, the property is advertised for public sale.
In any such public sale, the private holder of the tax certificate who is seeking a tax deed for
non-homestead property is deemed to submit a minimum bid equal to the amount required to
redeem the tax certificate, charges for the cost of sale, redemption of other tax certificates on the
land, and the amount paid by such holder in applying for the tax deed, plus interest thereon. In the
case of homestead property, the bid is also deemed to include an amount equal to one-half (1/2) of
the latest assessed value of the homestead. If there are no higher bidders, the holder receives title to
the land and the amounts paid for the certificate and in applying for a tax deed are credited towards
the purchase price. If there are higher bidders, the holder may enter the bidding. The highest bidder
is awarded title to the land. The portion of the proceeds of such sale needed to redeem the tax
certificate (and all other amounts paid by such holder in applying for a tax deed), plus interest, are
forwarded to the holder thereof or credited to such holder if such holder is the successful bidder.
Excess proceeds are distributed first to satisfy governmental liens against the land and then to the
former title holder of the property (less service charges), lienholders of record, mortgagees of
record, vendees of recorded contracts for deeds, and other lienholders and any other person to
whom the land was assessed on the tax roll for the year in which the land was assessed, all as their
interests may appear.
If there are no bidders at the public sale, the County may at my time within ninety (90) days
from the date of offering for public sale purchase the land for a statutorily prescribed minimum bid.
After ninety (90) days have passed, any person, or governmental unit may purchase the land by
paying the amount of the minimum bid. Seven (7) years from the date of offering for public sale,
unsold lands escheat to the County.
For a discussion of the constitutional limitation on the annual increase in assessed valuation
of homestead (primary residence) property, see "THE CITY-State Assessment Cap" herein.
TAX TABLES
PRINCIPAL TAXPAYERS
Taxpayer
St. Stephen Limited Parmership
Citation Club
Office Depot, Inc.
Delmy Intmcoastal
Ocean Property LTD
Palm Beach County Health Facilities
Morse Operations, Inc.
Depot Realty
Arbors Associates, Ltd.
1Wmto Builders Florida, Inc.
Vinings of DelrayBeach Apartments
2001 Percentage
Taxes of Total
Levied Taxes Levied (1)
$796,979 2.82%
780,016 2.76%
749,562 2.66%
607,053 2.15%
533,173 1.89%
489,052 1.73%
474,603 1.68%
472,209 1.67%
416,173 1.47%
392,555 1.39%
381,570 1.35%
$6.092.94~5 21.57%
Source: Comprehensive Annual Financial Report of the City dated September 30, 2001.
(1) Total taxes levied for fiscal y~ar 2001 are $28,226,628.
10
CITY OF DELRAY BEACH, FLORIDA
ASSESSED VALUE OF TAXABLE PROPERTY (1)
LAST TEN FISCAL YEARS
Personal
Fiscal Real Property Property Centrally Total
Year Ended Assessed Value Assessed Value Assessed Value Assessed Value
1993 $2,314,958,934 $154,923,605 $ 988,348 $2,470,870,887
1994 2,273,414,571 161,191,710 874,344 2,435,480,625
1995 2,285,093,258 182,359,842 1,080,285 2,468,533,385
1996 2,345,831,009 194,562,246 1,190,016 2,541,583,271
1997 2,415,411,016 214,958,684 1,180,501 2,631,550,201
1998 2,526,205,305 231,129,006 1,602,085 2,758,936,396
1999 2,726,830,716 235,458,142 1,538,111 2,963,826,969
2000 2,908,069,980 260,128,321 1,625,553 3,169,823,854
2001 3,108,896,577 283,054,206 1,622,853 3,393,573,636
2002 3,468,908,654 289,581,133 1,589,665 3,760,079,452
Source: Palm Beach County Property Appraiser's Office.
(1) Not Audited.
CITY OF DELRAY BEACH, FLORIDA
PROPERTY TAX LEVIES AND COLLECTIONS
Fiscal Total Total Outstanding
Year Current Percem Delinquent Property Collections Outstanding Delinquent
Ended Net Tax Tax Of Levy Tax Tax as a % of Delinquem Taxes of % of
9/30 Levy. 0) Collections Collected Collections Collections Current Levy. Taxes Current Levy
1993 $17,160,647 $16,935,644 98.69% $80,336 $17,015,980 99.16% $640,208 3.73%
1994 18,888,080 18,712,867 99.07 61,001 18,773,868 99.40 708,344 3.75
1995 18,994,194 18,837,457 99.17 113,520 18,950,977 99.77 727,734 3.83
1996 19,422,203 19,297,375 99.36 76,933 19,374,308 99.75 770,330 3.97
1997 20,004,670 19,910,114 99.53 36,456 19,946,570 99.71 824,842 4.12
1998 20,821,315 20,731,763 99.57 323,954 21,055,717 101.12 590,440 2.83
1999 22,099,064 21,996,762 99.54 35,853 22,032,615 99.70 652,726 2.95
2000 23,465,518 23,345,095 99.49 84,164 23,429,259 99.85 678,916 2.89
2001 26,105,220 25,968,855 99.48 74,076 26,042,931 99.76 729,262 2.79
2002 29,084,111 28,938,206 99.50 73,040 29,011,246 99.75 792,294 2.72
Some: Comprehensive Annual Financial Report of DelrayBeach, September 30, 2001.
Note: All property taxes are assessed and collected byPalm Beach County without charge to the City, and
collections are distributed in full as collected.
(1) Tax Levy net of allowable discounts.
11
CITY OF DELRAY BEACH, FLORIDA
PROPERTY TAX RATES OF ALL OVERLAPPING GOVERNMENTS
Last Ten Tax Years
(Per $1,000 of Assessed Value)
Palm South
Fiscal Beach Florida
Year Palm Health Water
Ended General Debt City School Beach Care Managemem
Sept. 30 Fund Service Total District County District District Total
1994 6 8600 1 1400 8 0000 10.0630 4 5499 1.4750 0.5970 24.6849
1995 6.8800 1.0700 7.9500 10.1850 4.5193 1.4500 0.5970 24.7013
1996 6.8700 1.0300 7.9000 9.8170 4.5191 1.4500 0.6470 24.3331
1997 6.9500 0.9000 7.8500 9.7880 4.5191 1.2000 0.6720 24.0291
1998 6.9500 0.8500 7.8000 9.5570 4.6000 1.1600 0.6970 23.8140
1999 6.9100 0.7900 7.7000 9.6820 4.6000 1.0500 0.6970 23.7290
2000 6.9100 0.7400 7.6500 9.0430 4.6000 0.9750 0.6970 22.9700
2001 7.2600 0.6900 7.9500 8.9180 4.6000 1.0250 0.6970 23.1900
2002 7.3700 0.6300 8.0000 8.9480 4.5500 1.1500 0.6970 23.3450
2003 7.4400 0.5600 8.0000 8.7790 4.8084 1.1300 0.6970 23.4144
Tax rote limits:
Scope of tax rate limit
Taxes due:
Taxes delinquent:
Discount Allowed:
Penalties for delinquency:
Tax Collecton
Tax Collector's Commission:
Ten mills per Florida Statute 200.081 (one mill is $1 per $1,000 assessed
value).
No municipality shall levy ad valorem taxes for real and tan§ible personal
property in excess of ten mills of the assessed value, except for special
benefits and debt service on obligations issued with the approval of those
taxpa3~rs subiect to ad valorem taxes.
March 31
April 1
4% November, 3% December, 2% January, 1% March
3% plus advertising costs after April 1
Palm Beach County
None
Source: Comprehensive Annual Financial Report of Delray Beach, September 30, 2001, and Finance
Department of the City.
12
BOND INSURANCE
Bond Insurance Policy
Concurrently with the issuance of the Series 2002 Bonds, Financial Security Assurance Inc.
("Financial Security") will issue its Municipal Bond Insurance Policy for the Bonds (the "Policya').
The Policy guarantees the scheduled payment of principal of and interest on the Series 2002 Bonds
when due as set forth in the form of the Policy included as in Appendix D to this Official Statement.
The Policy is not covered by any insurance security or guaran__ty fund established under New
York, California, Connecticut or Florida insurance law.
Financial Security Assurance Inc.
Financial Security is a New York domiciled insurance company and a wholly owned
subsidiary of Financial Security Assurance Holdings Ltd. ("Holdings"). Holdings is an indirect
subsidiary of Dexia, S.A., a publicly held Belgian corporation. Dexia, S.A., through its bank
subsidiaries, is primarily engaged in the business of public finance in France, Belgium and other
European countries. No shareholder of Holdings or Financial Security is liable for the obligations
of Financial Security.
At September 30, 2002 Financial Security's total policyholders' surplus and contingency
reserves were approximately $1,728,433,000 and its total unearned prermum reserve was
approximately $972,390,000 in accordance with statutory accounting principles. At September 30,
2002, Financial Security's total shareholder's equity was approximately $1,928,564,000 and its total
net unearned premium reserve was approximately $814,684,000 in accordance with generally
accepted accounting principles.
The financial statements included as exhibits to the annual and quarterly reports filed by
Holdings with the Securities and Exchange Commission are hereby incorporated herein by
reference. Also incorporated herein by reference are any such financial statements so filed from the
date of this Official Statement until the termination of the offering of the Series 2002 Bonds.
Copies of materials incorporated by reference will be provided upon request to Financial Security
Assurance Inc.: 350 Park Avenue, New York, New York 10022, Attention: Communications
Department (telephone (212) 826-0100).
The Policy does not protect investors against changes in market value of the Series 2002
Bonds, which market value may be impaired as a result of changes in prevailing interest rates,
changes in applicable ratings or other causes. Financial Security makes no representation regarding
the Series 2002 Bonds or the advisability of investing in the Series 2002 Bonds. Financial Security
makes no representation regarding this Official Statement, nor has it participated in the preparation
thereof, except that Financial Security has provided to the City the information presented under this
caption for inclusion in this Official Statement.
13
THE CITY
Location and Size
The City, located on Florida's Gold Coast, is the fourth largest city in Palm Beach County
with an estimated population of 61,527 (as of 2002) and sixteen square miles within its municipal
boundaries. Lying 18 miles south of West Palm Beach and 50 miles north of Miami along the
Atlantic Ocean, the City has been able to participate in the growth of South Florida and benefit
from the economic growth of this area in general.
Brief Description
The City is primarily a resort and residential community of well-kept homes and recent
developments of condomim'um apartments. The City has many recreational facilities including
tennis, golf, boating, fishing, water sports, and lawn bowling. During the winter months, the hotels,
motels, and restaurants fill to capacity with visiting tourists and winter residents. The City's famous
mile-long beach is an attraction for residents and tourists. The Intracoastal Waterway provides boat
dockage, and the Boynton Inlet gives access to the Atlantic Ocean for salt water drift fishing. Lake
Ida, adjacent to the City, also provides fishing and water skiing.
Budgeting, Accounting and Auditing
The City follows these procedures in establishing the budgetary data reflected in its general
purpose financial statements:
1. Prior to September 1, the City Manager submits to the City Commission a proposed
operating budget for the fiscal year commencing the following October 1. The operating budget
includes proposed expenditures and the means of financing them.
2. Public hearings are conducted at City Hall to obtain taxpayer comments.
3. The City advises the County Property Appraiser of the proposed millage rate and the
day, time and phce of the public heating for budget acceptance.
budget.
The public hearing is held to obtain final taxpayer input and to adopt the final
ordinance.
The budget and related millage rates are legally enacted through passage of an
6. Changes or amendments to the total budgeted expenditures of the City or a
department must be approved by the City Commission; however, changes within a department
which do not affect the total maybe approved at the administrative level. Accordingly, the legal level
of control is at the department level. All encumbered balances lapse at year end.
The reported budgetary data represents the final appropriated budget after amendments
adopted by the City Commission. Appropriated budgets have been legally adopted for the General
Fund, Law Enforcement Fund, Community Development Fund, Beautification Fund, Water and
14
Sewer Fund, Municipal Golf Course Fund, Lakeview Golf Course Fund, City Marina Fund,
Stormwater Fund, Garage Fund and the Insurance Fund. Appropriated budgets have been legally
adopted for these funds on a modified accrual basis except that for budgetary purposes, current year
encumbrances are treated as expenditures.
Non-appropriation budgets, which are not legally adopted or legally required to be adopted
are prepared for the Developer Land Contribution Fund and the General Construction Fund. The
Finance Department monitors the expenditures of these funds through the use of budgets prepared
by management.
Operating Budget for Fiscal Year Ended September 30, 2001
Total budgeted operating revenues and other financing sources for the General Fund for
fiscal year ending September 30, 2001 are $58,028,390, see "Appendix B" City of Delray Beach,
Florida General Purpose Financial Statements and other Information for the Fiscal Year
ended September 30, 2001.
Each month of the current fiscal year, actual revenues and expenditures of the General Fund
are compared with budgeted amounts by line item. Variations of actual revenues and expenditures
compared to budgeted amounts which are unfavorable are referred to the respective department
heads for explanations and possible amendment. A summary report of the status of the budget is
submitted to the City Manager for review and action. At the close of the 2002 fiscal year
(September 30, 2002), total revenues (unaudited) were 101% of the annual budget amount and total
expenditures (unaudited) were 101% of the annual budget amount.
State Assessment Cap
On November 3, 1992, the voters of the State of Florida passed an amendment to Article
VII, Section 4 of the Florida constitution establishing a limitation of the lesser of 3% or the increase
in the Consumer Price Index during the relevant year, on the annual increase in assessed valuation of
homestead (primary residence) property, except in the event of a sale thereof during such year, and
except as to improvements thereto during such year. The amendment did not alter any caps on
millage rates otherwise set forth in the Florida Constitution.
Since the City has authority to increase the millage levy for voter approved general obligation
debt to the amount necessary to satisfy the related debt service requirements, the amendment does
not adversely affect the ability of the City to pay the principal of or interest on the Series 2002
Bonds. However, in periods of high inflation, those municipalities whose operating millage levies
are approaching the constitutional cap and whose tax base consists hrgely of residential real estate,
may, as a result of the above-described amendment, need to place greater reliance on non-ad
valorem revenue sources to meet their operating needs.
Further information on the City is contained in Appendix A - "General Information
Concerning the City of Delray Beach, Florida and Palm Beach County".
15
LEGAL DEBT LIMITATIONS
The Florida Constitution
Article VII, Section 12 of the Florida Constitution requires the approval of a majority of all
qualified electors residing within the municipal boundaries of a municipality prior to the issuance by
that municipality of bonds payable from ad valorem taxes assessed by the municipality and maturing
more than 12 months after the bonds are issued unless such bonds are issued as refunding bonds
which achieve a net interest cost savings between the interest paid on the bonds which are refunded
and the new bonds. Once the bonds, referred to as general obligation bonds, are approved by
referendum, the Florida Constitution does not provide a limit on the amount of ad valorem taxes
the City may levy to pay principal and interest on such bonds.
DE BT SUMMARY
The information under this heading is subject in all respects to the-more detailed financial
information in the audited financial statements of the City. See, Appendix B - "City of Delray
Beach, Florida General Purpose Financial Statements and other Information for the Fiscal
Year Ended September 30, 2001".
Selected Debt Data
The following tables provide a description of the City's outstanding general obligation
bonds, including their principal and interest requirements, information regarding its direct and
overlapping debt, financial parameters and financial ratios.
16
COMBINED DEBT SERVICE REQUIREMENT
CITY OF DELRAY BEACH, FLORIDA
GENERAL OBLIGATION BONDS
Series 2002 Annual
Outstanding Total Series General
Period General 2002 Obligation
Ending Obligation Principal Interest Debt Service Debt Service
(September 30) Debt Service (1) (1)
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
$ 492,970.00
488,775.00
492,780.00
TOTAL $1,969,165.00
Source: City of Delray Beach Financial Statements and Finance Department.
(1) Excludes debt service on the Series 1993 Bonds which are refunded bythe Series 2002 Bonds.
17
DIRECT DEBT
CITY OF DELRAY BEACH, FLORIDA
DIRECT AND OVERLAPPING DEBT
(Principal Amounts as of September 30, 2002)
General
Obligation
Bonds
Special
Purpose Bonds
Enterprise
Funds Revenue
Bonds
General Obligation Bonds, Series 1992 (1)
General Obligation Bonds, Series 2002 (2)
$1,750,000
16,955,000
Utilities Tax Revenue Refunding Bonds, Series 2002 (3)
15,595,000
Revenue Bonds, Series 1999
Revenue Bonds, Series 2000
2,505,000
8,405,000
Imerim Financing:
Revenue Bonds, Series 2000
Revenue Bonds, Series 2000
19,042,902
5,828,000
Water and Sewer Revenue Bonds, Series 1993
Water and Sewer Revenue Bonds, Series 1997
Water and Sewer Revenue Bonds, Series 1999
21,864,000
15,030,000
2,825,000
SUBTOTAL
18,705,000 51,375,902 39,719,475
Interim Financing Payback in FY03:
Federal, State and Local Grants
Other Commctual Agreements
(3,751,942)
(18,840,000)
TOTAL DIRECT DEBT
$18.705.00~0 $28.783.96~0 $39,719,475
Source: City of DelrayBeach, Florida Financial Records.
(1)
(2)
(3)
The Series 1992 Bonds and a portion of the Series 1993ABonds and Series 1993B Bonds remain
outstanding after the issuance of the Series 2002 Bonds being offered by tiffs Official Statement.
The Bonds being offered bythis Official Statement, subject to change (Preliminary.
The Utilities Tax Revenue Refunding Bonds, Series 2002, being offered simultaneously with the
Series 2002 Bonds being offered bythis Official Statement. The City supports debt service of the
Utilities Tax Revenue Bonds, Series 2002 from revenues of the Delray Beach Municipal Golf Course
Funds, the Water and Sewer Funds and the Utility Tax Fund.
18
The following table reflects the overlapping general obligation debt for the City as of September 30,
2002.
Debt Estimated
September 30, Percent Overlapping
2002 Applicable Debt
Palm Beach County:
Environmental Sensitive Land 1994
General Obligation Refunding Bonds,
Series 1994B
General Obligation Refunding Bonds,
Series 1998
General Obligation Bonds, Series 1999A
General Obligation Bonds, Series 1999B
General Obligation Bonds, Series 2001A
$8,790,000 5 $ 439,500
39,980,000 5 1,999,000
42,940,000 5 2,147,000
22,415,000 5 1,120,750
66,705,000 5 3,335,250
73,015,000 5 3,650,750
$253,845,000 $12,692,250
Palm Beach County School district:
General Obligation Bonds
194,475,000 9,723,750
Total Palm Beach County General Obligation Debt $448.320.00~0
Total Overlapping Debt
$22.416.~000
SUMMARY OF DIRECT AND OVERLAPPING DEBT
DIRECT DEBT
General Obligation Debt
Non Self-Supporting Revenue Debt
Self-Supporting Revenue Debt
TOTAL DIRECT DEBT
TOTAL OVERLAPPING DEBT
TOTAL DIRECT AND OVERLAPPING DEBT
$18,705,000
28,783,960
39,719,475
87,208,435
22,416,000
$109.624.43~5
Source: ~ty of DelrayBeach, Florida financial records.
19
FINANCIAL PARAMETERS
Population (2002 estimated)
Total Assessed Valuation - Delray Beach (2002 estimated)
Total Taxable Assessed Valuation- Delray Beach (2002 estimated)
Total Assessed Valuation - Palm Beach County (2002 estimated)
Total Taxable Assessed Valuation - Palm Beach County (2002 estimated)
61,527
$ 4,527,505,719
$ 4,167,822,706
$105,094,513,194
$ 88,366,017,237
Sources: Property Appraiser for Palm Beach County.
FINANCIAL RATIOS
Percent of Taxable
Assessed Valuation
(Delray Seach)
DIRECT DEBT
General Obligation Debt
Non Self-Supporting Revenue Debt
Self Supporting Revenue Debt
0.45%
0.69%
0.95%
TOTAL DIRECT DEBT
2.09%
TOTAL OVERLAPPING DEBT
0.54%
2.63%
TOTAL DIRECT AND OVERLAPPING DEBT
Per Capita
(Delray
Beach)
304.01
467.83
645.56
1,417.40
364.33
1,781.73
20
RATINGS
It is expected that Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's, a
division of McGraw-Hill Companies ("S&P") will give the Series 2002 Bonds ratings of "Aaa" and
"AAA", respectively on the understanding that the standard policy of municipal bond insurance
insuring the total payment of the principal of an interest on the Series 2002 Bonds will be issued by
Financial Security upon the issuance of the Series 2002 Bonds. Moody's and S&P have assigned the
Series 2002 Bonds underlying ratings of "Al" and "AA-", respectively.
Such ratings reflect the view only of the aforesaid credit rating organizations, and an
explanation of the significance of these ratings may be obtained only from such rating organization.
There is no assurance that such ratings will continue for any given period of time, or that such
ratings may not be lowered or withdrawn entirely by the respective rating agency fi, in its judgment
circumstances so warrant. Any such downward change or withdrawal of either or both such ratings
may have an adverse effect on the market price of the Series 2002 Bonds.
LEGALITY
Certain legal matters in connection with the issuance of the Series 2002 Bonds are subject to
the approval of Greenburg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, whose Bond
Counsel opinions will be available at the time of delivery of the Series 2002 Bonds. The proposed
form of such opinion of Bond Counsel is attached hereto as Appendk C Certain legal matters will
be passed upon for the City by its City Attorney, Susan A. Ruby, Esquire, and for the Underwriters
by Blank Rome Comisky & McCauley LLP, Boca Raton, Florida and Philadelphia, Pennsylvania.
TAX EXEMPTION
The Internal Revenue Code of 1986, as amended (the "Code") imposes certain requirements
that must be met subsequent to the issuance and delivery of the Series 2002 Bonds for interest
thereon to be and remain excluded from gross income for federal income tax purposes.
Noncompliance with such requirements could cause the interest on the Series 2002 Bonds to be
included in gross income for federal income tax purposes retroactive to the date of issue of the
Series 2002 Bonds. The City has covenanted in the Resolution to comply with each requirement of
the Code necessary to maintain the exclusion of the interest on the Series 2002 from gross income
for federal income tax purposes pursuant to Section 103(a) of the Code.
In the opinion of Bond Counsel, under existing law, and assuming continuing compliance
with the aforementioned covenant, interest on the Series, 2002 Bonds is excluded from gross
income for federal income tax purposes. Bond Counsel is also of the opinion that the Series 2002
Bonds are not "specified private activity bonds" within the meaning of Section 57(a) (5) of the Code
and, therefore, interest on the Series 2002 Bonds will not be treated as a preference item for
purposes of computing the akemafive minimum tax imposed by Section 55 of the Code. Interest
on the Series 2002 Bonds owned by corporations will, however, be taken into account in
determining the alternative minimum tax imposed by Section 55 of the Code on seventy-five percent
(75%) of the excess of adjusted current earnings over alternative minimum taxable income
(determined without regard to this adjustment and the akemative tax-net operating-loss deduction).
21
Bond Counsel is also of the opinion that interest on the Series 2002 Bonds is exempt from
taxation under the existing laws of the State of Florida, except as to estate taxes and taxes imposed
by Chapter 220, Florida Statutes, on interest, income and profits on debt obligations owned by
corporations, banks and savings associations.
Bond Counsel is further of the opinion that the difference between the principal amount of
the Series 2002 Bonds maturing on and after ,20m, (the "Discount Bonds") and the
initial offering price to the public (excluding bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters or wholesalers) at which price a substantial
amount of such Discount Bonds of the same maturity was sold constitutes original issue discount
which is excluded from gross inqome for federal income tax purposes to the same extent as interest
on the Series 2002 Bonds. Further, such original issue discount accrues actuarially on a constant
interest rate basis over the term of each Discount Bond and the basis of each Discount Bond
acquired at such initial offering price by an initial purchaser thereof will be increased of such accrued
original, issue discount. The accrual of original issue discount may be taken into account as an
increase in the amount of tax-exempt income for purposes of determining various other tax
consequences of owning the Discount Bonds, even though there will not be a corresponding cash
payment, Owners of the Discount Bonds are advised that they should consult with their own
advisors with respect to the state and local tax consequences of owning such Discount Bonds.
Bond Counsel has not undertaken to advise in the future whether any events after the date
of issuance of the Series 2002 Bonds may affect the tax status of interest on the Series 2002 Bonds.
No assurance can be given that future legislation, or amendments to the Code, if enacted into hw,
will not contain provisions which could directly or indirectly reduce the benefit of the exclusion of
the interest on the Series 2002 Bonds from gross income for federal income tax purposes.
Furthermore, Bond Counsel expresses no opinion as to any federal, State or local tax law
consequences with respect to the Series 2002 Bonds, or the interest thereon, if any action is taken
with respect to the Series 2002 Bonds or the proceeds thereof upon the advice or approval of bond
counsel other than Bond Counsel.
Although Bond Counsel has rendered an opinion that interest on the Series 2002 Bonds is
excluded from gross income for federal income tax purposes, a Bondholder's federal, State or local
tax liability may otherwise be affected by the ownership or disposition of the Series 2002 Bonds.
The nature and extent of these other tax consequences will depend upon the Bondholder's other
items of income or deduction. Without limiting the generality of the foregoing, prospective
purchasers of the Series 2002 Bonds should be aware that (~ Section 265 of the Code denies a
deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2002
Bonds or, in the case of a financial institution, that portion of a holder's interest expense allocated to
interest on the, Series 2002 Bonds, (h) with respect to insurance companies subject to the tax
imposed bySection 831 of the Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves
by 15 percent (15%) of the sum of certain items, including interest on the Series 2002 Bonds, ('fii)
interest on the Series 2002 Bonds earned by certain foreign corporations doing business in the
United States could be subject to a branch profits tax imposed by Section 884 of the Code, (iv)
passive investment income, including interest on the Series 2002 Bonds, may be subject to federal
income taxation under Section 1375, of the Code for Subchapter S corporations that have
Subchapter C earnings and profits at the close of the taxable year if greater than twenty-five percent
22
(25%) of the gross receipts of such Subchapter S corporation is passive investment income, and (v)
Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement
benefits to take into account, in determining the taxability of such benefits, receipts or accruals of
interest on the Series 2002 Bonds. Bond Counsel has expressed no opinion regarding any such
other tax consequences.
UNDERWRITING
The Series 2002 Bonds are being purchased by the Underwriter, pursuant to a purchase
contract between the City and the Underwriter, as shown on the cover page hereof, from the City at
an aggregate purchase price of $ (the face amount of the Series 2002 Bonds less
underwriter's discount and original issue discount on certain of the Series 2002 Bonds), plus accrued
interest on the Series 2002 Bonds. The Underwriters will be obligated to purchase all the Series
2002 Bonds if any are purchased. Following the initial public offering, the public offering prices
may be changed from time to time bythe Underwriters.
The Series 2002 Bonds maybe offered and sold to certain dealers (including underwriters and
other dealers depositing such Bonds into investment trusts) and others at prices lower than the
public offering prices set forth on the cover page hereof.
CONTINUING DISCLOSURE UNDERTAKING
In accordance with the continuing disclosure requirements of Rule 15c2-12 (the "Rule")
promulgated by the Securities and Exchange Commission (the "SEC"), the City has agreed pursuant
to the tenm of the Resolution as follows:
(a) The City undertakes and agrees to provide to each nationally recognized municipal
securities information repository (each a "NRMSIR") and to the State of Florida information
depository (the "SID") if and when such a SID is created (~ the City's general purpose financial
statements generally consistent with the financial statements presented in Appendix B to this
Official Statement, and (ii) the information concerning the ad valorem tax collection within the City
generally consistent with the information described under the heading "Security for the Series 2002
Bonds - TAX TABLES".
(b) The Annual Information described in clause (~ of paragraph (a) above in audited
form (for as long as the City provides such financial information in audited form) is expected to be
available on or before March 31 of each year for the fiscal year ending on the preceding September
30, commencing March 31, 2003 for the fiscal year ending on the preceding September 30, 2002.
The Annual Information referred to in clause (i) of paragraph (a) above in unaudited form (if the
audited financial statements are not available or if the City no longer provides such financial
information in audited form) will be available on or before March 31 for the fiscal year ending on
the preceding September 30. The City also agrees to provide the Annual Information to each
registered owner and Beneficial Owner of the Series 2002 Bonds who request such information and
pays to the City its costs of reproduction and transmission of such Annual Information. The City
agrees to provide to each NRMSIR and the SID, if any, timely notice of its failure to provide the
Annual Information. Such notice shall also indicate the reason for such failure and when the City
reasonably expects such Annual Information will be available.
23
(c) The Annual Information referred to in clause (i) of paragraph (a) above and
presented in Appendix B to this Official Statement has been prepared in accordance with
governmental accounting standards promulgated by the Government Accounting Standards Board,
as in effect from time to time, as such principles are modified by generally accepted accounting
principles, promulgated bythe Financial Accounting Standards Board, as in effect from time to time,
and such other State of Florida mandated accounting principles as in effect from time to time.
(d) If, as authorized by paragraph (f) below, the City's undertaking with respect to
paragraph (c) above requires amending, the City undertakes and agrees that the Annual Information
described in clause (i) of paragraph (a) above for the fiscal year in which the amendment is made
will, to the extent possible, present a comparison between the Annual Information prepared on the
basis of the new accounting principles and the Annual Information prepared on the basis of the
accounting principles described in paragraph (c) above. The City agrees that such a comparison will,
to the extent possible, include a qualitative discussion of the differences in the accounting principles
and the impact of the change on the presentation of the Annual Information.
(e) The City undertakes and agrees to provide in a timely manner, to each NRMSIR or
to the Municipal Securities Rulemaking Board and to the SID, if any, notice of the occurrence of any
of the following events with respect to the Series 2002 Bonds, if material:
(i) Principal and interest payment delinquencies;
(h') Non-payment related defaults;
('th') Unscheduled draws on any reserve account reflecting financial
difficulties;
(iv) Unscheduled draws on credk enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers; or their failure to
perform;
Adverse tax opinions or events affecting the tax-exempt status of the
Series 2002 Bonds;
(vit) Modifications to rights of Bondholders;
(vih) Bond calls (other than scheduled mandatory sinking fund
redemptions);
(ix) Defeasances of the Series 2002 Bonds;
Release, substitution, or sale of property securing repayment of the
Series 2002 Bonds; and
(xi) Rating changes.
24
Notwithstanding the foregoing, notice of the events described in clauses (8) and (9) above
need not be given any earlier than the time notice is required to be given to the registered owners of
the Series 2002 Bonds.
(f) Notwithstanding any provision of the Resolution to the contrary regarding
amendments or supplements, the City undertakes and agrees to amend and/or supplement the City's
undertaking (including the amendments referred to in paragraph (d) above) onlyif:
The amendmem or supplemem is made only in connection with a
change in circumstances existing at the time the Series 2002 Bonds
were originally issued that arises from (i) a change in law, (ii) SEC
pronouncements or interpretations, ('th) a judicial decision affecting
the Rule or (iv) a change in the nature of the City's financial
condition;
The City's undertaking, as amended, would have complied with the
requirements of the Rule at the time the Series 2002 Bonds were
originally issued after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances;
and
The amendment or supplement does not materially impair the
interest of the registered owners and Beneficial Owners of the Series
2002 Bonds as determined by Bond Counsel or by a majority of the
registered owners of the Series 2002 Bonds.
In the event of an amendment or supplement under the City's undertaking, the City shall
describe the same in the next report of Annual Information and shall include, as applicable, a
narrative explanation of the reason for the amendment or supplement and its impact, if any, on the
financial information and operating data being presented in the Annual Information.
(g) The City's undertaldng as set forth in the Resolution and as described herein shall
terminate if and when the Series 2002 Bonds are paid or deemed paid within the meaning of the
Resolution.
(h) The City acknowledges that its undertaking pursuant to the Rule set forth in the
Resolution and as described herein is intended to be for the benefit of the registered holders and
Beneficial Owners of the Series 2002 Bonds and shall be enforceably by such holders and Beneficial
Owners; provided that, the holder's and Beneficial Owners' right to enforce the provisions of the
City's undertaking shall be limited to a right to obtain specific enforcement of the City's obligations
under the Resolution, and any failure by the City to comply with the provisions of the City's
undertaking shall not be or constitute a covenant or monetary default with respect to the Series 2002
Bonds under the Resolution.
(i) The City reserves the right to satisfy its obligations under the Resolution through
agents; and the City may appoint such agents without the necessity of amending the Resolution.
25
The Gtymay also appoint one or more employees of the Cityto monitor and be responsible for the
City's undertaking under the Resolution.
(j) "Beneficial Owner" shall mean, for purposes of the City's undertaking, any person
which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, any Series 2002 Bonds (including persons holding Series 2002 Bonds through
nominees, deposkories or other intermediaries), or (ii) is treated as the owner of any Series 2002
Bonds for federal income tax purposes.
The City has not failed to comply with any previous undertaldng in a written contract or
agreement to provide continuing disclosure pursuant to the Rule.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2002 Bonds under the Resolution and any
policy of municipal bond insurance referred to herein are in many respects depended upon judicial
actions which are often subject to discretion and delay. Under existing constitutional and statutory
hw and judicial decisions, including specifically Title 11 of the United States Code, the remedies
specified by the Federal Bankruptcy Code, the Resolution, the Series 2002 Bonds and any policy of
municipal bond insurance referred to herein may not be readily available or may be limited. The
various legal opinions to be delivered concurrently with the delivery of the Series 2002 Bonds
(including Bond Counsel's approving opinions) will be qualified as to the enforceability of the
various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency, or other
similar laws affecting the rights of creditors or by such principles of equity as the court having
jurisdiction may impose with respect to certain remedies which require or may require, enforcement
by a court of equity.
LITIGATION
There is no litigation or controversy of any nature now pending or threatened (i) to restrain,
or enjoin the issuance, sale, execution or delivery of the Series 2002 Bonds or (h) in any way
questioning or affecting the validity of the Series 2002 Bonds, the Resolution, any proceedings of the
City taken with respect to the authorization, sale or issuance of the Series 2002 Bonds or the pledge
or application of any moneys provided for the payment of the Series 2002 Bonds
The City is a party from time to time to various hw suits, incident to its operations. In the
opinion of Susan A. Ruby, Esquire, City Attorney, there are no pending legal proceedings to which
the City is a party, the ultimate disposition of which would have a material adverse effect on the
finances or operations of the City or its ability to meet its obligations with respect to the Series 2002
Bonds.
GENERAL PURPOSE FINANCIAL STATEMENTS
The General Purpose Financial Statements and other information of the City for the fiscal
year ended September 30, 2001, are included in Appendix B to this Official Statement. Such
excerpts from the City's Comprehensive Annual Financial Report, including the audkor's report
thereon, have been included in this Official Statement as public documents and consent from the
26
auditors was not requested. The auditors have not performed any services rehting thereto, and are
therefore not associated with, the issuance of the Series 2002 Bonds.
FINANCIAL ADVISOR
The City has retained Public Financial Management, Inc., Orlando, Florida, as financial
advisor (the "Financial Advisor") to the City in connection with the preparation of the City's plan of
financing and with respect to the authorization and issuance of the Series 2002 Bonds. Although the
Financial Advisor assisted in the preparation of this Official Statement the Financial Advisor has not
undertaken to make an independent verification or to assume responsibility for the accuracy,
completeness or fairness of the information contained in this Official Statement. Public Financial
Management Inc. is a financial advisory consulting organization and is not engaged in the business
of underwriting, marketing or trading of municipal securities or any other negotiable instruments.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The accuracy of (1) the mathematical computations of the adequacy of maturing principal of
and interest earned on the Government Obligations to be held in the Escrow Fund to pay, when
due or redeemed the principal of, premium, if any, and interest on the Refunded Bonds, and (2) the
mathematical computations supporting the conclusion that the Series 2002 Bonds are not "arbkrage
bonds" under Section 148 of the Code, will be verified for the City by Causey Demgen & Moore,
Inc., independent certified public accountants. Such verification of mathematical computations will
be based upon information supplied by the Underwriter.
MISCELLANEOUS
All information included herein has been provided by the City, except where attributed to
other sources. The summaries of and references to all documents, statutes, reports and other
instruments referred to herein do not purport to be complete, comprehensive or definitive, and each
such reference or summary is qualified in its entirety by reference to each such document, statute,
report or other instrument. Copies of all such documents referred to herein are on file with the City
Clerk of the City at 100 N.W. First Avenue, Delray Beach, Florida 33444. The information herein
ahs been compiled from official and other sources and, while not guaranteed by the City, is believed
to be correct. As far as any statements made in this Official Statement and the appendices attached
hereto involve mattes of opinion or of estimates, whether or not expressly stated, they are set forth
as such and not as representatives of fact and no representation is made that any of the estimates
27
AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL
STATEMENT
The delivery of this Official Statemem has been authorized by the City Commission.
Concurrently with the delivery of the Series 2002 Bonds, the undersigned will furnish their
certificate to the effect that, to the best of their knowledge, this Official Statement, other than
information provided by DTC and Financial Security did not as of its date, and does not as of the
date of delivery of the Series 2002 Bonds, contain any untrue statement of a material fact or if to
state a material fact which should be included therein for the purpose for which this Official
Statemem is to be used, or which is necessary in order to make the statements contained therein, in
the light of the circumstances in which they were made, not misleading.
CITY OF DELRAY BEACH, FLORIDA
Mayor
By.
City Manager
28
APPENDIX A
General Information Concerning the City of Delray Beach, Florida
and Palm Beach County
GENERAL INFORMATION CONCERNING THE CITY OF DELRAY BEACH
AND PALM BEACH COUNTY
The following informauon concerning City of Delray Beach, Florida (the "City"), Palm
Beach County, Florida (the "County"), and the State of Florida is included only for the purposes of
provichng general background information. The information has been compiled by the City and on
behalf of the City, and such compilauon involved oral and written commumcafion with various
sources as mchcated. The information in thts Appenchx A is sublect to change.
CITY OF DELRAY BEACH
Introduction
The City, approxtmately 16 square miles in area, is located in the southeast portion of the
State of Florida, m the southeast secUon of the County. Incorporated in 1911, the C~ty has an
estimated populanon of 61,527 (2002) and an esumated seasonal population of 10,694 (2000) based
on projections by the Cxty's Planning and Zoning Department.
Climate
The chmate of the City ~s best described as subtropical marine. The average year-round
temperature xs 74.1 degrees with the mean winter temperature at 65.9 degrees and the summer mean
temperature at 82.3 degrees. Rainfall occurs year-round, but ~s heaxqest in the summer; the average
annual rainfall ~s 64 26 mches. The mild clLmate is prmaarily a result of the proxLrmty to the Gulf
Stream and the prevailing ocean breezes.
City Government
The C~ty Commission of the City (the "Comrmssion") is the principal legaslauve and
govermng body of the C~7;. The Commission's maihng address is 100 N.W. First Avenue, Delray
Beach, Florida 33444. The C~ty operates under a comrmss~on-manager form of government. The
Mayor, elected evmy two years, presides over a board of four commission members who are elected
to two-year alternaung terms by the commumty at large. The C~ty Commission appoints the City
Manager, C~ty Attorney and certain, general advisory boards. Malor departments of the City include:
Parks and Recreauon, Pubhc Uuliues, Engineering, Public Works, C~ty Clerk, Fznance, Community
Improvement, Human Resources, Pohce, F;re and Planning & Zoning.
The City Manager
The chief adrmnistrative official of the C~ty ~s the City Manager. Th~s officml ~s chrectly
responsible to the Comrmss~on for adrmmstrauon and operauon of various chv~s~ons under the
Commission and for execuuon of all Comrrnss~on pohcies. Thc (hUT Manager ~s also responsible to
the Commission for preparauon of the City's budget and for control of expenditures throughout the
budget year.
A-1
017~05 t~01/21,~77928x 2
Education
The C~ty is served by four elementary schools, one mtddle school, and one high school, all
operated by the Palm Beach County School Board. Higher education is available at Palm Beach
Commumty College (11 miles to the north), Florida Atlanuc Umvers~ty (11 n-ales to the south), and
South County Techmcal Center (just north of the City). Florida Atlantic University is a four year and
graduate university, accepting junior college transfers for their last two years. It has six colleges:
Business and Public Administration, Education, Engineenng, Humanities, Natural Science and
Social Science. Masters degrees are offered m all fields.
The Palm Beach County School Board operates 74 elementary schools, 20 middle schools,
16 senior high schools and 10 special schools.
Transportation
Lying along Florida's Gold Coast between Miarm and West Palm Beach, the City has
benefited greatly from well-developed transportauon systems servicing ail of Florida's southeast
coast.
There are eight north-south highways which run through Palm Beach County, including U.S.
Highxvay 1, Congress Avenue, State Road A1A, the Florida Turnpike and Interstate 95. U.S.
Highway 1 and Congress Avenue are the ma~n arteries through the City running north and south.
The Florida Turnpike and Interstate 95 have entrance access at Delray Beach There are also two
railroads, Florida East Coast Rafl~vay and Seaboard Coast Line, and four east-west highways to
accommodate surface transportauon ~n Palm Beach County,-. Bus transportation is also available in
the City through the County operated bus system.
The Port of Palm Beach, located xvlthln 30 miles of the City, operates ship terminal facilities
on approxwnately 90 acres of land located in Riviera Be. :h, Florida and fronting on Lake Worth,
Florida. A 35-foot deep channel to the Lake Worth Inlet pr .vldes access to the port fac~hfies. Port
Everglades, xvlthin 50 miles of the City is a malor port for cruise and cargo transportauon.
Commercial air service is provided at Palm Beach Internauonal Airport ("PBIA") by major
att carriers and commuter airhnes. PBIA is fifteen miles to the north of the CID,. The volume of
passenger traffic at PBIA increased from 5,842,594 in 2000 to 5,934,904 m 2001. PBIA also serves
general avmuon traffic, and there are five general aviation au'ports m the County.
The Fort Lauderdale-Hoilywood Internauonal Airport and the Miami International Au'port
are xv~thln 50 rmles to the South of the City.
The City, is served by Greyhound Bus Lines which provides transportauon to most malor
Florida cities. Amtrak provides passenger raft accommodauons and has a stauon stop located in the
City.
The City ~s also served by the Tri-County Rail System ("Tri-Rail"). Tn-Rail, is a highspeed
commuter rail hne xvhich operates regularly scheduled service between Miami and West Palm Beach.
Tri-Rail has a station stop located in the City.
CITY OF DELRAY BEACH
POPULATION ESTIMATES
The following table shows the City populauon and the annual average percentage changes
from 1980 to 1990 and from year to year from 1990 through 2002.
Year
City Annual
Population Percentage Change
1980 34,329
1990 47,181 37.4%
1991 48,206 2.2
1992 48,346 0.3
1993 48,644 0.6
1994 49,298 1.3
1995 50,195 1.8
1996 52,039 3.7
1997 52,920 1.7
1998 53,471 1.0
1999 53,589 0.2
2000 60,020 12.0
2001 60,645 1.0
2002 61,527 1.5
Sources' U S Bureau of the Census as of April 1, for the year~ 1980 and 1990 through 2000; Umversity of Florida,
Bureau of Econo,mc Bus~ness Research for the )'ears 2001 and 2002, Cra' Planmng and Zomng Department for City
populatmn esnmates for all other years
A-3
CITY OF DELRAY BEACH
BUILDING PERMIT ACTIVITY
The number of building permits issued for industrial, commercial and residential
construction within the C~ty from 1991 through 2002 and the value of such construcuon is shown
below:
Industrial and
Commercial Construction
Residential
Construction
FiscalYear Ended Number of
September30 Number of Permits Value Units Value
1991 27 $11,767,551 203 $21,348,434
1992 13 8,405,390 403 32,160,179
1993 18 8,193,527 172 20,894,643
1994 8 3,224,875 364 39,818,084
1995 16 5,006,576 242 27,963,390
1996 31 17,796,738 800 52,207,344
1997 34 6,852,230 489 58,382,613
1998 24 9,343,455 291 39,461,414
1999 26 7,850,092 350 39,407,811
2000 42 16,897,724 343 39,410,536
2001 55 27,106,834 536 55,920,946
2002 36 19,886,320 599 59,890,130
/
Source' C~ty of Delray Beach Comprehensive Annual Financial Report fo~ the year ended September 2001 for years
1991 through 2001; Commumty Improvement Department esumates fc_ 2002.
[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
A-4
PALM BEACH COUNTY, FLORIDA
General Introduction
Palm Beach County, Florida was founded in 1909 and encompasses an area of 2,023 square
miles. It is located on the south lower east coast of the Florida peninsula, with 46 miles of Atlantic
Ocean frontage and 25 mtles of frontage on Lake Okeechobee. The County has a semi-tropical
climate with an average temperature of 74.5F degrees and an average rainfall of 60.77 roches. These
and other natural amemues, incluchng 88 local, State and Federal recreauonal areas of more than 10
acres and 163 golf courses, have enabled the County to develop a year-around tourist industry.
There are 38 incorporated municipahues within the County, nine of which have a population
tn excess of 25,000. West Palm Beach is the County seat and ;s the largest c~ty m the County, with a
2001 U.S. Census populauon of 1,154,464.
POPULATION GROWTH
Population
In 2001, Palm Beach County xvas the tlurd largest county tn the State of Florida in terms of
populauon. Its population increased 65.3% in the 1970-1980 decade, 49.7% tn the 1980-1990 decade
and 23.1% m the 1990-2000 decade.
Palm Beach County. Florida United States
Year Populauons Change Populauon Change Populauon Change
1994 937,190 2.1% 13,878,905 2.0% 259,718,000 1.0%
1995 962,802 2.7 14,149,317 1.9 262,176,000 .9
1996 981,793 2.0 14,411,563 1.9 266,538,000 1.7
1997 1,003,798 2.2 14,712,365 2.1 267,636,000 .4
1998 1,020,521 1.7 15,475,000 5.2 270,733,000 1.2
1999 1,042,196 2.1 15,322,000 (1.0) 272,190,000 .5
2000(t; 1,131,184 8.5 15,982,378 4.3 275,860,949 1.3
2001 1,154,464 2.1 16,331,739 2.2 285,371,621 3.4
Due to the census, there was an adlustment for the populauon of Palm Beach County.
Source Umvers~D' of Florida, Bureau of Economic and Bus~ness Research aud the U S Bureau of Census Palm Beach
CounD' and Florida data ~s as of Aprd I Umted States data ~s as of October 1
A-5
Age Distribution
The age distribuuon in the County is similar to that of Florida, but chffers significantly with
that of the nauon. Both the County and Florida have a considerably larger proportion of persons 65
years and olden than the rest of the nation.
PALM BEACH COUNTY
POPULATION DISTRIBUTION BY AGE GROUP(t)
Age Group 2000 1999 1998 1997 1996 1995 1994
0-14 18% 18% 18% 18% 18% 18% 18%
15-64 59 59 58 58 58 58 58
65+ 23 23 24 24 24 24 24
0) Totals may not add to 100% because of rounding.
Source: Umvers~ty of Florida, Bureau of Economic and Business Research and the U.S. Bureau of Census
Income
The folloxv~ng table shows the per capita personal ~ncome reported for Palm Beach County,
the State of Florida and the United States.
PER CAPITA PERSONAL INCOME
Palm Beach Count3' Florida U.S.
Year Dollars % of Fla. % of U.S. Dollars % of U.S. Dollars
1992 $31,028 156.7% 154.3% $19,797 98.5% $20,105
1993 32,230 156.1 155.0 20,650 99.3 20,800
1994 33,862 155.5 153.6 21,777 98.8 22,044
1995 36,213 156.5 155.0 23,139 99.1 23,359
1996 38,081 157 4 155.8 24,198 99.0 24,436
1997 38,772 156.3 153.3 24,799 98.1 25,288
1998 40,044 149.2 147 2 26,845 98.7 27,203
1999 41,907 150.8 146.8 27,781 97.3 28,546
Source Umvers~ty of Florida, Bureau of Economic and Bus~ness Research
Note Data for 2000 and 2001 ~s not available
A-6
Employment
Tourism and agriculture, together w~th the service industries related to these activxties, are
the leading sources of income for the County's residents. Manufacturing, prLrnarily electronics and
other high technology products, also play an important role m the County's economy. The table that
follows shows the County's esumated average annual non-farm employment by economic sector.
PALM BEACH COUNTY
ESTIMATED AVERAGE ANNUAL NON-AGRICULTURAL EMPLOYMENT
BY ECONOMIC SECTOR
2000 1999 1998 1997 1996
All Industries 424,501 406,123 396,371 378,679 367,398
Agriculture Forestry
and F~shenes 17,328 18,070 18,590 18,308 17,850
Mming 18 13 14 23 24
Construcuon 30,415 27,054 26,157 24,789 24,068
Manufacturing 30,715 32,542 30,638 29,926 28,980
Transportauon
Commumcafions
and Pubhc Utilities 16,481 15,916 15,692 15,184 15,316
Wholesale Trade 23,044 21,920 21,821 20,375 19,132
Retail Trade 94,608 92,027 92,112 89,028 88,086
Finance Insurance and
Real Estate 33,333 32,312 32,050 29,296 27,830
Services 176,641 164,098 156,819 149,769 143,853
Other 1,918 2,171 2,478 1,982 2,259
Source- Umvers~, of Florida, Bureau of Econormc and Bus~ness Research, based upon data from U.S. Bureau of the
Census, 1998-2001 Florida Staust~cal Abstracts.
A-7
The data on County unemployment Lq the following table represents annual averages.
PALM BEACH COUNTY
ANNUAL AVERAGE LABOR FORCE AND UNEMPLOYMENT ESTIMATES
Unemployment Rates
Civilian Palm Beach United
Year Labor Force County. Florida States
1995 454,852 6.2% 5.4% 5.6%
1996 461,526 7.0 5.2 5.4
1997 482,486 6.3 4.8 4.9
1998 507,754 5.5 4.3 4.5
1999 543,006 4.8 4.0 3.8
2000 524,708 4.1 3.6 3.8
2001 541,377 5.9 4.5 4.7
Source' Florida Department of Labor and Employment Security; Bureau of Labor Market Unemployment Informatton;
Labor Stausucs Department
Largest Employers
The folloxving table shoxvs employment at the ten largest private employers in the County.
Employees
Applied Cards (Financial - Crecht Cards)
Florida Power & Light Company (Uuhties)
Boca Raton Resort & Club (Hotel)
Office Depot (Retail - Office Supphes)
The Breakers (Hotel)
Siemens Companies (PBX Systems)
Palm Beach Nexvspapers, Inc. (Newspaper Pubhshmg)
Pratt & Whitney A~rcraft (J et Engines)
Motorola Inc. (Electronic Pagers)
Bell South (Utthttes)
2,500
2,300
1,850
1,500
1,500
1,500
1,300
1,300
1,300
1,200
Source Business Development Board of Palm Beach County
A-8
Tourism
Visitors to the Palm Beaches have a significant economic impact on the County. According
to the Florida Department of Business Regulatton, there were 231 licensed hotels and motels in the
County, having a total of over 15,000 rooms. The Tourism Development Council of Palm Beach
County esumates that over three (3) mdlion people visit the County annually and spend
approximately $1.1 billion.
Agriculture
Agriculture, together with the related service industries, is the leachng source of income for
the County's residents. The "Glades" region of the County is one of the nauon's most productive
agricultural areas. Palm Beach County is the largest agricultural county in Florida and the fourth
largest in the United States, with annual sales in excess of $2 billion.
Banking
The total deposits of banking institutions tn the County as of September 30 of each of the
years tnchcated below xvere as follows:
Total Bank Deposits
On thousands)
Fiscal
Year
Federal Savings and
Commercial Banks Loan Associations
1994 $8,601,035 $7,805,278
1995 9,055,476 7,606,601
1996 9,545,424 6,578,158
1997 9,911,930 5,941,909
1998 10,715,881 6,949,839
1999(,) 13,283,898 7,243,923
2000 12,843,897 7,646,519
2001 13,841,347 8,571,953
0) FDIC Webslte Florida League of Fmancml Institutions data was not avadable for 1999
Source Florida League of Financial Insmunons.
A-9
Construction
Building permit acuvity in the County has been reported as follows:
BUILDING PERMIT ACTIVITY
COUNTY OF PALM BEACH, FLORIDA
(DOLLARS IN THOUSANDS)
1996 - 2001
Value of Building Permits Issued
Fiscal Res~denual Commeroal Totfl Permit
Year Units Value Value Other0) Valuation
1996 9,311 $ 932,675 $143,940 323,503 1,400,118
1997 6,060 979,247 188,227 451,299 1,618,773
1998 10,677 1,159,302 227,318 752,374 2,138,994
1999 10,242 1,217,582 394,868 776,015 2,388,465
2000 10,026 1,507,878 360,271 918,780 2,786,929
2001 10,091 1,377,870 484,771 798,827 2,661,467
O) Hotels, motels, mobde home parks, and miscellaneous
Source' The Palm Beach Count), Department of Planning, Zomng and Btuld~ng.
Retail Sales
Total retail sales ~n the Count5' for the last seven calendar years have been as follows for the
years inchcated:
Retail Sales
Year
1994
1995
1996
1997
1998
1999
2000
Retail Sales
$21,680,285,125
23,746,717,448
24,818,102,000
27,600,033,550
27,828,417,249
30,213~35,156
34,393,336,408
Source State of Florida, Department of Revenue
A-10
APPENDIX B
City of Delray Beach, Florida General Purpose Financial Statements
and Other Information For the Fiscal Year Ended September 30, 2001
APPENDIX C
Form of Approving Opinion of Bond Counsel
APPENDIX D
Specimen Municipal Bond Insurance Policy
Exhibit C
CITY OF DELRAY BEACH, FLORIDA
and
Wells Fargo Bank, National Association
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
DATED AS OF DECEMBER 1, 2002
\\wpb-srvOl~SANFORDS~O0785v04\l 1/25/02\16787 011000
THIS ESCROW DEPOSIT AGREEMENT, made and entered into as of December 1,
2002, by and between the CITY OF DELRAY BEACH, FLORIDA, a municipal corporation of
the State of Florida, and its successors and assigns (the "City"), and Wells Fargo Bank, National
Association, a national banking association duly organized and existing under the laws of the
United States with a corporate trust office in Coral Springs, Florida, as escrow agent hereunder,
and its successors and assigns (the "Escrow Agent"):
WITNESSETH:
WHEREAS, any term not defined in the following recitals shall have the meaning
ascribed to such term in Article I hereof; and.
WHEREAS, the City Commission of the City of Delray Beach, Florida (the
"Commission") did, on the December 12, 1989, adopt Resolution No. 98-89, as amended and
supplemented (the "Prior Resolution"); and
WHEREAS, the Commission did, on December 3, 2002 adopt Resolution No. 91-02 and
Resolution No. 92-02 (collectively, the "2002 Bond Resolution"), for the purpose of authorizing
a series of Bonds entitled "City of Delray Beach, Florida General Obligation Refunding Bonds,
Series 2002 (Decade of Excellence Program) (the "Series 2002 Bonds"), in the initial aggregate
principal amount of not exceeding $18,000,000; and
WHEREAS, the Commission has determined it to be in its best interest to issue the
Series 2002 Bonds in an initial aggregate principal amount of $ for the purpose of
paying and defeasing the 1993A Bonds and the 1993B Bonds, as such terms are defined in the
2002 Bond Resolution (herein, collectively, the "Refunded Bonds") pursuant to the terms of the
Prior Resolution, the 2002 Bond Resolution and this Agreement; and
WHEREAS, the Prior Resolution provides that, among other things, all Refunded Bonds
shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the
meaning of such resolution if there is deposited moneys or Defeasance Obligations (as such term
is defined in the Original Resolution) which such term includes direct obligations, the payment
of principal and interest on which is fully and unconditionally guaranteed by the United States of
America (the "U.S. Obligations"), the principal of and the interest on which when due will
provide moneys which, together with any other moneys deposited with the Escrow Agent, shall
be sufficient to pay such Refunded Bonds, the interest thereon and the redemption premium, if
any, as the same shall become due on the Refunded Bonds on or prior to the redemption date or
maturity date thereof; and
WHEREAS, the Commission has determined it to be in the best economic interest of the
City to pay and release the Refunded Bonds as more particularly described on Schedule A
attached hereto, all in accordance with the terms and provisions of the Prior Resolution, the 2002
Bond Resolution and this Agreement; and
WHEREAS, the City has determined to provide for the payment of the Refunded Bonds
by depositing a portion of the proceeds from the Series 2002 Bonds, together with certain other
lawfully available moneys, which shall be used in part to purchase U.S. Obligations, which U.S.
\\wpb-srvO l ~SANFORD$~400785v04\ l 1/25/02\16787 O l lO00
Obligations and money shall be sufficient, as verified by Causey Demgen & Moore, Inc. in a
letter dated December __, 2002, to pay the interest on the Refunded Bonds, as the same becomes
due and payable from the date of this Agreement, and to pay the outstanding principal amounts
of the then outstanding Refunded Bonds on such dates, together with interest thereon and a
redemption premium of two percent (2%) of the principal amount of the Refunded Bonds, which
are subject to optional redemption pursuant to the Original Resolution and this Agreement; and
WHEREAS, in order to provide for the proper and timely application of the moneys
deposited in the trust created herein, the maturing principal amount of the U.S. Obligations
purchased thereby, and investment income and earnings derived therefrom to the payment of the
Refunded Bonds, it is necessary for the City to enter into this Escrow Deposit Agreement with
the Escrow Agent on behalf of the holders from time to time of the Refunded Bonds.
NOW, THEREFORE, the City, in consideration of the foregoing and the mutual
covenants herein set forth and in order to secure the payment of the principal of, redemption
premium, if any, and interest on all of the Refunded Bonds, according to their tenor and effect,
does by these presents hereby grant, warrant, demise, release, convey, assign, transfer, alienate,
pledge, set over and confirm, unto the Escrow Agent, and to its successors in the trusts hereby
created, and to it and its assigns forever, all and singular the property hereinafter described to
wit:
DIVISION I
All right, title and interest of the City in and to [$ derived from the proceeds
of the sale of the Series 2002 Bonds and $ derived from the liquidation of certain moneys
currently reserved to pay the Refunded Bonds (the "Transferred Moneys")].
DIVISION II
All right, title and interest of the City in and to all income, eamings and increment
derived from or accruing to the U.S. Obligations purchased from the money (except for certain
uninvested cash balances) described in Division I hereof and more particularly described in
Schedule B attached hereto and made a part hereof.
DIVISION III
Any and all other property of every kind and nature from time to time hereafter, by
delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for
additional security hereunder by the City or by anyone in its behalf to the Escrow Agent, which
is hereby authorized to receive the same at any time as additional security hereunder.
DIVISION IV
All property which is by the express provisions of this Agreement required to be subject
to the pledge hereof and any additional property that may, from time to time hereafter, by
delivery or by writing of any kind, be subject to the pledge hereof, by the City or by anyone in its
\\wpb-srv01\SANFORDS\400785v04\I 1/25/02\16787 011000 2
behalf, and the Escrow Agent is hereby authorized to receive the same at any time as additional
security hereunder.
TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is
hereinafter defined), including all additional property which by the terms hereof has or may
become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its
successors and assigns, forever in trust, however, for the benefit and security of the holders from
time to time of the Refunded Bonds; but if the Refunded Bonds shall be fully and promptly paid
when due in accordance with the terms thereof and hereof and all other obligations are
performed hereunder, then this Agreement shall be and become void and of no further force and
effect; otherwise, the same shall remain in full force and effect, and upon the trusts and subject to
the covenants and conditions hereinafter set forth.
ARTICLE I
DEFINITIONS; FINDINGS AND DETERMINATIONS BY THE AUTHORITY
SECTION 1.01 Definitions. In addition to words and terms elsewhere defined in
this Agreement, the following words and terms as used in this Agreement shall have the
following meanings, unless some other meaning is plainly intended.
"Act" shall have the meaning ascribed to such term in the Original Resolution.
"Agreement" shall mean this Escrow Deposit Agreement, dated as of December 1, 2002,
between the City and the Escrow Agent.
"Annual Debt Service" shall mean, as to the Refunded Bonds, principal called,
redemption premium and interest coming due in each year, as shown on Schedule C attached
hereto and hereby made a part hereof.
"Paying Agent for the Refunded Bonds" shall mean the entity identified as such in
Section 3.08 hereof.
"Total Debt Service" shall mean, as of any date during the period from the date of this
Agreement until February 1, 2003, the sum of the Annual Debt Service then remaining unpaid
with respect to the Refunded Bonds, all as shown on Schedule C attached hereto and hereby
made a part hereof.
"Trust Estate," "trust estate" or "pledged property" shall mean 'the property, rights and
interest of the City which are subject to the lien of this Agreement.
"U.S. Obligations" shall mean non-callable, non-prepayable, direct obligations of, or
non-callable, non-prepayable obligations the principal of and interest on which are fully and
unconditionally guaranteed by, the United States of America, constituting part of the Trust
Estate. The initial U.S. Obligations are described in Schedule B attached hereto. U.S. Obligations
shall not include investments in mutual funds or unit investment trusts.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
\\wpb-arv01 \SANFORDS\400785v04\ 11/25/02\16787 011000 3
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
Successors.
ARTICLE II
ESTABLISHMENT OF TRUST FUND; FLOW OF FUNDS
SECTION 2.01 Creation of Escrow Deposit Trust Fund. There is hereby
created and established with the Escrow Agent a special and irrevocable trust fund designated the
Escrow Deposit Trust Fund (the "Trust Fund"), to be held in the custody of the Escrow Agent
and accounted for separate and apart from other funds of the City or of the Escrow Agent.
SECTION2.02 Deposit of Moneys and Payment of Refunded Bonds.
Concurrently with the execution of this Agreement, the City herewith deposits or causes to be
deposited with the Escrow Agent into the Trust Fund, and the Escrow Agent acknowledges
receipt of $__ derived from a portion of the proceeds of the Series 2002 Bonds [and the
Transferred Moneys], to be used in part to purchase the U.S. Obligations, as described on
Schedule B in the maturing principal amount of $ , and the balance of such deposit in
the amount of $ shall be held as immediately available moneys. The purchase of the
U.S. Obligations and cash being derived from a portion of the proceeds of the Series 2002 Bonds
and the Transferred Moneys deposited into the Trust Fund will, according to the opinion of
Causey Demgen & Moore, Inc., set forth in its letter dated December __, 2002, provide moneys
sufficient to pay the Total Debt Service on the Refunded Bonds. Money representing beginning
cash balances and any other moneys not directed to be invested hereunder shall remain
uninvested until applied in accordance with the terms hereof.
SECTION 2.03 Irrevocable Trust Created. The deposit of the cash and U.S.
Obligations in the Trust Fund shall constitute an irrevocable deposit of said cash and U.S.
Obligations for the benefit of the holders of the Refunded Bonds, except as provided herein with
respect to substitutions permitted under Section 2.05 hereof and amendments permitted under
Section 4.01 hereof. The holders of the Refunded Bonds shall have a lien on the principal of and
earnings on the U.S. Obligations and the cash deposited in the Trust Fund until applied in
accordance with this Agreement and the applicable terms and provisions of the Original
Resolution.
SECTION 2.04 Purchase of U.S. Obligations. The City hereby directs the
Escrow Agent to immediately purchase and the Escrow Agent hereby acknowledges the
purchase of the U.S. Obligations listed on Schedule B from the moneys transferred to the Escrow
Agent from the City in the manner described in Section 2.02 hereof. The Escrow Agent shall
apply the moneys deposited in the Trust Fund and the aforementioned U.S. Obligations, together
with all income or earnings thereon, if any, in accordance with the provisions hereof and the
Original Resolution. The Escrow Agent shall have no power or duty to invest or reinvest any
moneys held hereunder or to make substitutions of the U.S. Obligations held hereunder or to sell,
transfer or otherwise dispose of the U.S. Obligations acquired hereunder except as provided in
this Agreement.
\\wpb-srv0 l~qANFORDS',A00785v04\I 1/25/02\16787 011000 4
SECTION 2.05 Failure to Deliver Initial U.S. Obligations. In the event that the
underwriter for thc Series 2002 Bonds (the "Underwriter") shall bc unable to deliver any of thc
U.S. Obligations, as set forth in Schedule B (thc "Initial U.S. Obligations") hereto, at the time of
delivery of thc Series 2002 Bonds, the Escrow Agent is hereby authorized to accept other U.S.
Obligations (thc "Substitute Securities") and/or cash in substitution for thc Initial U.S.
Obligations. Such substitution is subject to receipt by the City and thc Escrow Agent of an
independent verification by a nationally recognized certified public accounting firm acceptable
to Greenbcrg Traurig, P.A. that thc Substitute Securities and/or cash, together with any other
U.S. Obligations and cash on deposit with thc Escrow Agent, will be sufficient, without
reinvestment, to meet the requirements for payment of the principal of, premium, if any, and
interest on the Refunded Bonds in accordance with the terms of this Agreement. At any time
prior to maturity of the Substitute Securities and/or cash, the City shall have the ability in writing
to direct the Escrow Agent to exchange any of the Substitute Securities and/or cash delivered by
the Underwriter for all or any part of the Initial U.S. Obligations. However, such exchange will
be subject to the receipt by the City and the Escrow Agent of an independent verification by a
nationally recognized independent certified public accounting firm acceptable to Greenberg
Traurig, P.A. to the effect that the substitution of the Substitute Securities and/or cash for the
Initial U.S. Obligations will be sufficient, without reinvestment, to meet the requirements for
payments of principal of, premium, if any, and interest on the Refunded Bonds in accordance
with the terms of this Agreement and the applicable provisions of the Original Resolution.
Further, such independent verification report must indicate that the return of monies (generated
by such Substitute Securities), in excess of the monies that would have been received on the
Initial U.S. Obligations, to the Underwriter for the Series 2002 Bonds are not needed to pay the
principal of, premium, if any, and interest on the Refunded Bonds when due in accordance with
this Agreement and the applicable provisions of the Original Resolution. In addition, such return
of the Substitute Securities and/or cash and any excess monies will not, as evidenced by an
opinion from Greenberg Traurig, P.A. to the effect that, under the statutes, rules and regulations
then in force and applicable to obligations issued on the date of issuance of the Refunded Bonds
and under the Internal Revenue Code of 1986, as amended (the "Code"), cause the interest on the
Series 2002 Bonds or the Refunded Bonds not to be excluded from gross income for federal
income tax purposes and such investment is not inconsistent with the statutes and regulations
applicable to the Series 2002 Bonds or the Refimded Bonds.
SECTION 2.06 Transfers from Trust Fund. As the principal of the U.S.
Obligations listed in Schedule B matures and is paid, and the investment income and earnings
thereon, if any, are paid, the Escrow Agent shall, no later than each interest payment date and
principal payment date for the Refunded Bonds transfer from the Trust Fund, in accordance with
the schedule of payments described in Schedule C attached hereto, to the Paying Agent for the
Refunded Bonds an amount sufficient to pay the principal of, redemption premium and interest
on the Refunded Bonds coming due on such interest payment date or principal payment date.
The Escrow Agent has relied on the opinion of Causey Demgen & Moore, Inc., set forth in its
letter dated ,2002, that the amount of money and securities on deposit herein and as
reinvested in accordance with the terms hereof will be sufficient to pay Total Debt Service on the
Refunded Bonds, and the Escrow Agent shall have no responsibility for an insufficiency of such
amounts to pay Total Debt Service, provided the Escrow Agent performs in accordance with the
provisions hereof.
\\wpb-srv01 \SANFORDS\400785 v04\ t 1/25/02\16787 011000 5
SECTION 2.07 Investment of Moneys remaining in Trust Fund. Subject to the
requirements of this Section 2.07, the Escrow Agent shall, as directed in writing by the City,
invest and reinvest any moneys remaining from time to time in the Trust Fund, until such time as
they are needed. Such moneys shall be reinvested in direct obligations of, or obligations fully
guaranteed by, the United States of America for such periods or at such interest rates or yields
that the Escrow Agent shall be directed in writing to invest by thc City, which securities or
periods or interest rates or yields shall be set forth in an opinion to the City from Grccnberg
Traurig, P.A., which opinion shall also be to thc effect that such reinvcstment of such moneys
will not, under the statutes, rules and regulations then in force and applicable to obligations
issued on thc dates of issuance of the Refunded Bonds and the Series 2002 Bonds and under the
Code, cause thc interest on thc Series 2002 Bonds or thc Refunded Bonds not to be excluded
from gross income for federal income tax purposes and that such investment is not inconsistent
with the statutes and regulations applicable to the Series 2002 Bonds or the Refunded Bonds.
Such reinvestment of moneys is subject to receipt by the City of an independent verification by a
nationally recognized independent certified public accounting firm acceptable to Greenberg
Traurig, P.A. Any interest income resulting from rcinvestment of moneys, pursuant to this
Section 2.07 shall be promptly transferred to thc City and used for any purpose permitted under
thc Original Resolution, if such verification report indicates that such interest income is not
needed for the purposes contemplated by this Agreement, provided that the Escrow Agent shall
have no responsibility for the proper use by the City of money transferred to the City by the
Escrow Agent.
SECTION 2.08 Trust Fund. The Trust Fund created and established pursuant to
this Agreement shall be and constitute a trust fund for the purposes provided in this Agreement
and shall be kept separate and distinct from all other funds of the City and the Escrow Agent and
used only for the purposes and in the manner provided in this Agreement.
SECTION 2.09 Transfer of Funds after all Payments Required by this
Aureement are Made. After all of the transfers by the Escrow Agent to the Paying Agent for
the Refunded Bonds for the payment of the Total Debt Service on the Refunded Bonds have
been made, all remaining moneys and U.S. Obligations, together with any income and interest
thereon, in the Trust Fund shall be transferred to the City by the Escrow Agent; provided,
however, that no such transfer (except transfers made in accordance with Sections 2.07 and 4.01
hereof) to the City shall be made until the Total Debt Service on the Refunded Bonds has been
paid.
ARTICLE III
CONCERNING THE ESCROW AGENT
SECTION 3.01 Appointment of Escrow Aeent. The City hereby appoints Wells
Fargo Bank, National Association, having a corporate trust office in Coral Spring, Florida, as
Escrow Agent under this Agreement.
SECTION 3.02 Acceptance by Escrow A£ent. By execution of this Agreement,
the Escrow Agent accepts the duties and obligations as Escrow Agent hereunder. The Escrow
Agent further represents that it has all requisite power, and has taken all corporate actions
necessary, to execute the trust hereby created.
\\wpb-srv0 I\SANFORDS\4007115v04\I 1/25/02\16787 011000 6
SECTION 3.03 Liability of Escrow A~ent. The Escrow Agent shall not be liable
in connection with the performance of its duties hereunder except for its own negligence or
willful misconduct. The Escrow Agent shall not be liable for any loss resulting from any
investment made pursuant to the terms and provisions of this Agreement. The Escrow Agent
shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or
investments in the Trust Fund for the payment of fees and expenses for services rendered by the
Escrow Agent under this Agreement.
As long as the Escrow Agent applies (by transfer to the Paying Agent for the Refunded
Bonds) any moneys, the U.S. Obligations and the interest earnings, if any, therefrom to pay the
Refunded Bonds, as provided herein, and complies fully with the terms of this Agreement, the
Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the
Refunded Bonds. Further, the Escrow Agent shall not be liable for the accuracy of the
calculations as to the sufficiency of moneys and of the principal amount of the U.S. Obligations,
and the earnings, if any, thereon, to pay the Refunded Bonds.
In the event of the Escrow Agent's failure to account for any of the U.S. Obligations or
moneys received by it, said U.S. Obligations or moneys shall be and remain the property of the
City in trust for the holders of the Refunded Bonds, as herein provided, and if for any improper
reason such U.S. Obligations or moneys are not applied as herein provided, the Escrow Agent
shall be liable for the amount thereof until the required application shall be made.
Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved
or established prior to taking, suffering or omitting any action under this Agreement, such matter
may be deemed to be conclusively established by a certificate signed by an authorized officer of
the City. The Escrow Agent may conclusively rely, as to the correctness of statements,
conclusions and opinions therein, upon any certificate, report, opinion or other document
furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent
shall be protected and shall not be liable for acting or proceeding, in good faith, upon such
reliance; and the Escrow Agent shall be under no duty to make any investigation or inquiry as to
any statements contained or matters referred to in any such instrument. The Escrow Agent may
consult with counsel, who may be counsel to the City or independent counsel, with regard to
legal questions, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in good faith in accordance
herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the City of
its intention.
The Escrow Agent and its successors, agents and servants shall not be held to any
personal liability whatsoever, in tort, contract or otherwise, by reason of the execution and
delivery of this Agreement, the establishment of the Trust Fund, the acceptance and disposition
of the various moneys and funds described herein, the purchase, retention or disposition of the
U.S. Obligations or the proceeds thereof, any payment, transfer or other application of funds or
securities by the Escrow Agent in accordance with the provisions of this Agreement, or any
non-negligent act, omission or error of the Escrow Agent made in good faith in the conduct of its
duties. The Escrow Agent shall, however, be liable to the City and to holders of the Refunded
Bonds to the extent of their respective damages for negligent or willful acts, omissions or errors
of the Escrow Agent which violate or fail to comply with the terms of this Agreement. The duties
X\wpb-srv01 \SANFORDS\400785v04\I 1/25/02\16787 O] 1000 7
and obligations of the Escrow Agent shall be determined by the express provisions of this
Agreement.
SECTION 3.04 Permitted Acts. The Escrow Agent and its affiliates may become
the owner of or may deal in the Refunded Bonds as fully and with the same rights as if it were
not the Escrow Agent.
SECTION 3.05 Successor Escrow Agent. The Escrow Agent, at the time acting
hereunder, may at any time resign and be discharged from the trusts hereby created by giving not
less than sixty (60) days' written notice to the City, the Paying Agent for the Refunded Bonds
and any rating agency which is then rating the Refunded Bonds, but no such resignation shall
take effect unless a successor Escrow Agent shall have been appointed by the holders of the
Refunded Bonds or by the City as hereinafter provided and such successor Escrow Agent shall
have accepted such appointment, in which event such resignation shall take effect immediately
upon the appointment and acceptance of a successor Escrow Agent.
The Escrow Agent may be removed at any time by an instrument or concurrent
instruments in writing, delivered to the Escrow Agent, and to the City, and signed by the holders
of a majority in principal amount of each series of the Refunded Bonds then outstanding.
In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or
shall be in the course of dissolution or liquidation, or otherwise become incapable of acting
hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or
officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a
majority in principal amount of each series of the Refunded Bonds then outstanding by an
instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in
fact, duly authorized in writing; provided, nevertheless, that in any such event, the City shall
appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be
appointed by the holders of a majority in principal amount of the Refunded Bonds then
outstanding in the manner above provided, and any such temporary Escrow Agent so appointed
by the City shall immediately and without further act be superseded by the Escrow Agent so
appointed by such holders. The City shall promptly notify the Escrow Agent of any change in
the identity of the Paying Agent for the Refunded Bonds.
In the event that no appointment of a successor Escrow Agent or a temporary successor
Escrow Agent shall have been made by such holders or the City pursuant to the foregoing
provisions of this Section within sixty (60) days after written notice of resignation of the Escrow
Agent has been given to the City, the holder of any of the Refunded Bonds or any retiring
Escrow Agent may apply to any court of competent jurisdiction for the appointment of a
successor Escrow Agent and such court may thereupon, after such notice, if any, as it shall deem
proper, appoint such successor Escrow Agent.
No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall
be a corporation with trust powers organized under the banking laws of the United States or any
state, and shall have at the time of appointment capital and surplus of not less than $50,000,000
or is a member of a bank group or bank holding company with aggregate capital and surplus of
not less than $50,000,000.
hSwpb-srv01~SANFORDS~400785v04\l 1/25/02\16787 O11000 8
Every successor Escrow Agent appointed hereunder shall execute, acknowledge and
deliver to its predecessor, and to the City, an instrument in writing accepting such appointment
hereunder and thereupon such successor Escrow Agent, without any further act, deed or
conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and
obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of
such successor Escrow Agent or the City, execute and deliver an instrument transferring to such
successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor
hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it
to its successor; provided, however, that before any such delivery is required to be made, all fees,
advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any
transfer, assigmrtent or instrument in writing from the City be required by any successor Escrow
Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights,
powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any
such transfer, assignment and instruments in writing shall, on request, be executed,
acknowledged and delivered by the City.
Any corporation into which the Escrow Agent, or any successor to it in the trusts created
by this Agreement, may be merged or converted, or to which substantially all of its corporate
assets have been sold or assigned, or with which it or any successor to it may be consolidated, or
any corporation resulting from any merger, conversion, consolidation or reorganization to which
the Escrow Agent or any successor to it shall be a party, shall be the successor Escrow Agent
under this Agreement without the execution or filing of any paper or any other act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
SECTION 3.06 Receipt of Proceedings. Receipt of true and correct copies of the
proceedings authorizing the issuance of the Refunded Bonds, including the Original Resolution,
are hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any
provision of said documents shall be deemed to incorporate the same as a part hereof in the same
manner and with the same effect as if they were fully set forth herein.
SECTION 3.07 City Indemnity. The City agrees to indemnify and save the
Escrow Agent, its agents and employees, harmless, to the extent allowed by law, against any
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
disbursements of whatsoever kind or nature which it may incur in the exercise and performance
of its powers and duties hereunder, including legal expenses, and which are not due to its own
negligence or willful misconduct. Indemnification provided under this section shall survive the
termination of this Agreement.
SECTION 3.08 Payment to Escrow Agent and Paying Agent. The City hereby
agrees to provide for the payment, from its own legally available funds, the costs, charges,
services and expenses of the Escrow Agent incurred in connection with its duties under this
Agreement. The Escrow Agent hereby acknowledges that it has agreed to accept, and the City
agrees to pay, on the date of execution of this Agreement, the compensation under this
Agreement, as shown on the attached Exhibit C, plus reasonable expenses. The City hereby
agrees to pay the fees and expenses of the Paying Agent referred to below and any publication
costs borne by such Paying Agent for the Refunded Bonds or by the Escrow Agent from the
City's own legally available moneys.
\\wpb-$rv01 \SANFOP. DS\400785v04\ 11/25/02\16787 011000 9
The paying agent for the Refunded Bonds is Wachovia Bank, National Association,
having a representative office in Miami, Florida.
SECTION 3.09 Notices of Redemption and Defeasance. The City hereby
irrevocably instructs the Escrow Agent to file a copy of the notice of redemption with the Paying
Agent for the Refunded Bonds not less than forty (40) days prior to February 1, 2003 with
respect to the Refunded Bonds, with instructions to such Paying Agent to mail such notice of
optional redemption to the registered owners of such Refunded Bonds not less than thirty (30)
days prior to February 1, 2003. Such notices of redemption, with respect to the Refunded Bonds
shall be in substantially the forms attached hereto as Exhibit A. The cost of mailings shall be
borne by the City.
The City hereby instructs the Escrow Agent to publish the Notice of Defeasance, set forth
on Exhibit B attached hereto, and then file the same with the Paying Agent for the Refunded
Bonds, all in accordance with the instructions set forth thereon. The cost of such filings and
publication shall be borne by the City.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01 Amendments to this Agreement. This Agreement is made for the
benefit of the City and the holders from time to time of the Refunded Bonds and it shall not be
repealed, revoked, altered or amended in whole or in part without the written consent of all
affected holders, the Escrow Agent and the City if such amendment adversely affects its rights;
provided, however, that the City and the Escrow Agent may, without the consent of, or notice to,
such holders, enter into such agreements supplemental to this Agreement as shall not adversely
affect the rights of such holders and as shall not be inconsistent with the terms and provisions of
this Agreement, for any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Agent, for the benefit of the
holders of the Refunded Bonds, any additional rights, remedies, powers or authority that
may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of
nationally recognized attorneys on the subject of municipal bonds with respect to compliance
with this Section, including the extent, if any, to which any change, modification, addition or
elimination affects the rights of the holders of the Refunded Bonds or that any instrument
executed hereunder complies with the conditions and provisions of this Section.
Notwithstanding the foregoing or any other provision of this Agreement other than
Sections 2.05 and 2.07 hereof at the written request of the City and upon compliance with the
conditions hereinafter stated, the Escrow Agent shall have the power to and shall, in
simultaneous transactions, sell, transfer, otherwise dispose of or request the redemption of the
U.S. Obligations held hereunder and to substitute therefor direct obligations of, or obligations
\\wpb-srv01\SANFORDS\400785v04\l 1/25/02\16787 011000 1 0
fully guaranteed by the United States of America, subject to the conditions that such moneys or
securities held by the Escrow Agent shall be verified to be sufficient, without reinvestment, to
pay Annual Debt Service on the Refunded Bonds, as the same shall become due, until the Total
Debt Service on the Refunded Bonds has been paid in accordance with Schedule C attached
hereto. The City hereby covenants and agrees that it will not request the Escrow Agent to
exercise any of the powers described in the preceding sentence (i) in any manner which will
cause the Series 2002 Bonds or the Refunded Bonds to be "arbitrage bonds" within the meaning
of Section 148 of the Code, and the regulations thereunder in effect on the date of such request
and applicable to obligations issued on the issue date of the Series 2002 Bonds and the Refunded
Bonds, and (ii) without payment of reasonable expenses of the Escrow Agent in connection
therewith. The Escrow Agent shall, as directed in writing by the City, purchase such substituted
securities with the proceeds derived from the maturity, sale, transfer, disposition or redemption
of the U.S. Obligations held hereunder or from other moneys available. The transactions may be
effected only if there shall have been obtained: (1) an independent verification by a nationally
recognized independent certified public accounting firm retained by the City concerning the
adequacy of such substituted securities with respect to principal and the interest thereon and any
other moneys or securities held for such purpose to pay Annual Debt Service on the Refunded
Bonds when due, until the Total Debt Service on the Refunded Bonds has been paid in
accordance with Schedule C attached hereto; and (2) an opinion from Greenberg Traurig, P.A.,
or from any other nationally recognized attorneys on the subject of municipal bonds, to the City
and the Escrow Agent to the effect that the disposition and substitution or purchase of such
securities will not, under the statutes, rules and regulations then in fome and applicable to
obligations issued on the date of issuance of the Series 2002 Bonds and Refunded Bonds, cause
the interest on such Series 2002 Bonds or Refunded Bonds not to be excluded from gross income
for Federal income tax purposes and that such disposition and substitution or purchase is not
inconsistent with the statutes and regulations applicable to the Series 2002 Bonds and the
Refunded Bonds. Any surplus moneys, identified as such in the then applicable verification
report, resulting from the sale, transfer, other disposition or redemption of the U.S. Obligations
held hereunder and the substitutions therefor of direct obligations of, or obligations the principal
of and interest on which is fully guaranteed by, the United States of America, shall be released
from the Trust Estate and shall be transferred to the City. The City shall provide written notice of
any such amendment to the rating agencies then rating the Bonds prior to the effective date
thereof.
The City shall give prior written notice to Moody's Investors Service, Inc. (herein,
"Moody's"), together with draft copies, of any proposed amendment, alteration, revocation,
severance or repeal of this Agreement pursuant to this Section. Such notice shall be given in
writing to: Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Public Finance Ratings Desk - Refunded Bonds.
SECTION 4.02 Severabilit~. If any one or more of the covenants or agreements
provided in this Agreement on the part of the City or the Escrow Agent to be performed should
be determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements herein contained and shall in no way affect the validity of the remaining provisions
of this Agreement. The Escrow Agent shall notify Moody's as soon as practicable if any portion
of this Agreement becomes severable.
~wpb-~rvOI~S^NFORDSX400785vO~\l 1/25/02\16787 011000 1 I
SECTION 4.03 Aereement Binding. All the covenants, promises and agreements
in this Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent
shall bind and inure to the benefit of their respective successors and assigns, whether so
expressed or not.
SECTION 4.04 Termination. This Agreement shall terminate when all transfers
and payments required to be made by the Escrow Agent under the provisions hereof shall have
been made.
SECTION 4.05 Governing Law. This Agreement shall be governed by the
applicable laws of the State of Florida.
SECTION 4.06 Execution by Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all purposes as one original and
shall constitute and be but one and the same instrument.
SECTION 4.07 Notices. Until otherwise directed in writing by any person named
below, all notices, reports, or other communications required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or
certified mail addressed as follows:
(a) As to the City:
Rebecca S. O'Connor
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, FL 33444
(561) 243-7120
(561) 243-7166 - Fax
(b)
As to the Escrow Agent:
Wells Fargo Bank, National Association
210 North University Drive
Suite 302
Coral Springs, FL 33071
Attention: Corporate Trust Department
(c)
As to the Paying Agent:
Wachovia Bank, national Association
200 South Biscayne Boulevard
14th Floor
Miami, Florida 33131
Attention: Corporate Trust Department
\'~wpb-srv01 ~SANFORDS\400785v04\! 1/25/02\16787 011000 12
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers and its corporate seal to be hereunto affixed and attested
as of the date of execution set forth below.
CITY OF DELRAY BEACH, FLORIDA
By:
(SEAL) Title: Mayor
Date of Execution: December __, 2002
Attest:
City Clerk
Wells Fargo Bank, National Association, as
Escrow Agent
(SEAL) By:
Authorized Officer
Date of Execution: December __, 2002
\\wpb-srv01 \SANFORDS\400785v04\ 11/25/02\16787 01 I000 13
SCHEDULE A
REFUNDED BONDS
Series 1993A Bonds
Maturity
Date
2/01/03
2/01/04
2/01/05
2/01/06
2/01/07
2/01/08
2/01/09
2/01/10
2/01/13
Principal
Amount
$ 185,000
195,000
200,000
205,000
725,000
755,000
795,000
835,000
6,155,000
$10,050,000
Interest
Rate
4.40%
4.50%
4.60%
4.70%
4.80%
5.00%
5.O0%
5.0O%
5.10%
Series 1993B Bonds
Maturity
Date
2/01/03
2/01/04
2/01/05
2/01/06
2/01/07
2/01/08
2/01/09
2/01/10
Principal
Amount
$ 725,000
760,000
795,000
835,000
875,000
925,000
970,000
1,020,000
$6,905,000
Interest
Rate
4.40%
4.50%
4.60%
4.70%
4.80%
5.00%
5.00%
5.00%
\\wpb-srvOl\SANFORDS\400785v04\l 1/25/02\16787 011000
SCHEDULE B
U.S. OBLIGATIONS
Purchased from Proceeds of the
Series 2002 Bonds [and Transferred Moneys]
Maturity Principal Interest
Date Amount Rate
2/01/03
Type
SLGs~
Purchase Price
U.S. Treasury Securities - State and Local Government Series
\\wpb-srv01 \SANFORDS\400785 v04\ 11/25/02\16787 011000
Interest Payment
Date
2/01/03
SCHEDULE C
Annual Debt Service and Total Debt Service for Refunded Bonds
payable as indicated below
Series 1993A Bonds
Maturing Called Redemption
Principal Principal Premium Interest
$185,000 $9,865,000 $197,300
Total
Series 1993B Bonds
Interest Payment Maturing Called Redemption
Date Principal Principal Premium
2/01/03 $725,000 $6,180,000 $123,600
Interest
Total
\\wpb-$rv01~SANFORDS~400785v04\l 1/25/02\16787 011000
EXHIBIT A-1
NOTICE OF CALL FOR REDEMPTION
$
CITY OF DELRAY BEACH, FLORIDA
General Obligation Bonds, Series 1993 A (Decade of Excellence Program)
Maturing on February 1, 2004 through and including February 1, 2013
NOTICE IS HEREBY GIVEN that, pursuant to Resolution No. 98-89, adopted by the
City of Delray Beach, Florida (the "City"), on December 12, 1989, as amended and
supplemented (collectively, the "Resolution"), the City has irrevocably deposited with Wells
Fargo Bank, National Association, as escrow agent (the "Escrow Agent"), in trust, and
irrevocably set aside for such payment, cash and Defeasance Obligations (as such term is defined
in the Resolution), maturing as to principal and interest in such amounts and at such times as will
ensure the availability of sufficient moneys to pay the principal of and interest thereon to the
redemption date of certain of the outstanding City of Delray Beach, Florida General Obligation
Bonds, Series 1993 A (Decade of Excellence Program) (the "Defeased Bonds"), as described
below, and that the Defeased Bonds are deemed to have been paid in accordance with the terms
and provisions of the Resolution and that the Defeased Bonds, other than the Defeased Bond
maturity on February 1, 2003, are hereby called for optional redemption on February 1, 2003 (the
"Redemption Date"), at a price of 102% of the principal amount thereof plus accrued interest to
the Redemption Date.
The maturities and principal amounts per maturity and CUSIP numbers of the Defeased
Bonds to be redeemed are as follows:
Maturity Principal
Date Amount CUSIP No.
2/01/04 $ 195,000
2/01/05 200,000
2/01/06 205,000
2/01/07 725,000
2/01/08 755,000
2/01/09 795,000
2/01/10 835,000
2/01/13 6,155,000
The Defeased Bonds subject to optional redemption on the Redemption Date shall be
presented for payment at the designated corporate trust office of Wachovia Bank, National
Association, Attention: Corporate Trust Department (the "Paying Agent"). On or after the
Redemption Date, no interest shall accrue on said Defeased Bonds.
\\wpb-srv0 I\SANFORDS\n00785v04\I 1/25/02\16787 011000 A- 1 - 1
This notice is given in conformity with the provisions of the Defeased Bonds and the
Resolution providing for their issuance, and the owners of said Defeased Bonds are hereby
notified and requested to present such Defeased Bonds for redemption and payment as provided
above. The Defeased Bonds which have been called for redemption will be paid from funds
irrevocably deposited for this purpose in an Escrow Deposit Trust Fund established with Wells
Fargo Bank, National Association, as Escrow Agent for the Defeased Bonds.
CITY OF DELRAY BEACH, FLORIDA
Wachovia Bank, National Association, as
Paying Agent and Bond Registrar for the
Defeased Bonds.
Dated ,2003
\\wpb-srv01 \SANFORDS\400785v04\ 11/25/02\16787 011000 A- 1-2
Withholding of 31% of gross redemption proceeds of any payment made within the
United States is required by the Interest and Dividend Tax Compliance Act of 1983, as amended,
unless the Paying Agent has the correct taxpayer identification number (social security or
employer identification number) or exemption certificate of the payee. Please furnish a properly
completed Form W-9 or exemption certificate or equivalent when presenting your bonds for
payment.
CUSIP numbers have been assigned by Standard & Poor's Corporation and are included
solely for the convenience of the holders. Neither the City nor the Escrow Agent shall be
responsible for the selection or use of the CUSIP numbers nor is any representation made
as to their correctness on the Defeased Bonds or as indicated in any redemption notice.
Instructions to Escrow Agent:
This notice must be filed, by the Escrow Agent, with the Paying Agent, as provided in Section
3.09 of the Escrow Deposit Agreement.
\\wpb-srv01 \SANFORDS\400785v04\ 11/25102\16787 011000 A- 1-3
EXHIBIT A-2
NOTICE OF CALL FOR REDEMPTION
$
CITY OF DELRAY BEACH, FLORIDA
General Obligation Refunding Bonds, Series 1993 B (Decade of Excellence Program)
Maturing on February 1, 2004 through and including February 1, 2010
NOTICE IS HEREBY GIVEN that, pursuant to Resolution No. 98-89, adopted by the
City of Delray Beach, Florida (the "City"), on December 12, 1989, as amended and
supplemented (collectively, the "Resolution"), the City has irrevocably deposited with Wells
Fargo Bank, National Association, as escrow agent (the "Escrow Agent"), in trust, and
irrevocably set aside for such payment, cash and Defeasance Obligations (as such term is defined
in the Resolution), maturing as to principal and interest in such amounts and at such times as will
ensure the availability of sufficient moneys to pay the principal of and interest thereon to the
redemption date of certain of the outstanding City of Delray Beach, General Obligation
Refunding Bonds, Series 1993 B (the "Defeased Bonds"), as described below, and that the
Defeased Bonds are deemed to have been paid in accordance with the terms and provisions of
the Resolution and that the Defeased Bonds, other than the Defeased Bonds maturing on
February 1, 2003, are hereby called for optional redemption on February 1, 2003 (the
"Redemption Date"), at a price of 102% of the principal amount thereof plus accrued interest to
the Redemption Date.
The maturities and principal amounts per maturity and CUSIP numbers of the Defeased
Bonds to be redeemed are as follows:
Maturity Principal
Date Amount CUSIP No.
2/01/04 $ 195,000
2/01/05 200,000
2/01/06 205,000
2/01/07 725,000
2/01/08 755,000
2/01/09 - 795,000
2/01/10 835,000
The Defeased Bonds subject to optional redemption on the Redemption Date shall be
presented for payment at the designated corporate trust office of Wachovia Bank, National
Association, Attention: Corporate Trust Department (the "Paying Agent"). On or after the
Redemption Date, no interest shall accrue on said Defeased Bonds.
\\wpb~srv01~SANFORDS~A00785v04~l 1/25/02\16787 011000 A-2-1
This notice is given in conformity with the provisions of the Defeased Bonds and the
Resolution providing for their issuance, and the owners of said Defeased Bonds are hereby
notified and requested to present such Defeased Bonds for redemption and payment as provided
above. The Defeased Bonds which have been called for redemption will be paid from funds
irrevocably deposited for this purpose in an Escrow Deposit Trust Fund established with Wells
Fargo Bank, National Association, as Escrow Agent for the Defeased Bonds.
CITY OF DELRAY BEACH, FLORIDA
Wachovia Bank, National Association, as
Paying Agent and Bond Registrar for the
Defeased Bonds.
Dated ,2003
\\wpb-srv0I\SANFORDS\4007S5v04\I 1/25/02\16787 O11000 A-2-2
Withholding of 31% of gross redemption proceeds of any payment made within the
United States is required by the Interest and Dividend Tax Compliance Act of 1983, as amended,
unless the Paying Agent has the correct taxpayer identification number (social security or
employer identification number) or exemption certificate of the payee. Please furnish a properly
completed Form W-9 or exemption certificate or equivalent when presenting your bonds for
payment.
CUSIP numbers have been assigned by Standard & Poor's Corporation and are included
solely for the convenience of the holders. Neither the City nor the Escrow Agent shall be
responsible for the selection or use of the CUSIP numbers nor is any representation made
as to their correctness on the Defeased Bonds or as indicated in any redemption notice.
Instructions to Escrow Agent:
This notice must be filed, by the Escrow Agent, with the Paying Agent, as provided in Section
3.09 of the Escrow Deposit Agreement.
\\wpb-srvOl\SANFORDS\400785v04\l 1/25/02\16787 011000 A-2-3
EXHIBIT B-1
NOTICE OF DEFEASANCE
CITY OF DELRAY BEACH, FLORIDA
General Obligation Bonds,
Series 1993 A (Decade of Excellence Program)
NOTICE IS HEREBY GIVEN that the City of Delray Beach, Florida (the "City"), has
caused to be deposited with Wells Fargo Bank, National Association, having a designated
corporate trust office in Coral Springs, Florida (the "Escrow Agent"), pursuant to the terms and
provisions of a certain Escrow Deposit Agreement, dated as of December 1, 2002 (the "Escrow
Agreement"), by and between the City and the Escrow Agent, bond proceeds and other legally
available moneys which have been invested (except for a small initial cash balance which will
remain uninvested) in direct obligations of, or obligations the principal of and interest on which
are unconditionally guaranteed by the United States of America (collectively, the "Deposits"), to
pay and defease the City's outstanding General Obligation Bonds, Series 1993 A (Decade of
Excellence Program) (the "Defeased Bonds"), maturing on February 1, 2003 through and
including February 1, 2013.
The Defeased Bonds, other than the Defeased Bonds maturing on February 1, 2003, will
be called for optional redemption on February 1, 2003, at a price of 102% of the principal
amount thereof, plus accrued interest to the redemption date.
In the opinion of Causey Demgen & Moore, Inc., set forth in their report dated December
__, 2002, the Deposits are fully sufficient to pay and refund the Defeased Bonds on their
respective redemption dates.
Pursuant to the defeasance provisions set forth in the resolutions authorizing the issuance
of the Defeased Bonds (the "Bond Resolution"), the Defeased Bonds are deemed paid within the
meaning thereof.
\\wpb-srvOl\SANFORDS\400785v04\l 1/25/02\16787 011000 B- 1 - 1
The Paying Agent for the Defeased Bonds shall provide notice of redemption in
accordance with the provisions of the Bond Resolution.
CITY OF DELRAY BEACH, FLORIDA
Dated:
Instructions to Escrow Agent:
This notice must be published once in The Bond Buyer as soon as practicable after
December __, 2002, and filed with the Paying Agent for the Refunded Bonds as soon as
practicable after December __, 2002, with instructions to mail the same to the registered holders
of the Defeased Bonds.
\[wpb-$rv01\SANFORDS\400785v04\l 1/25/02\16787 011000 B' 1-2
EXHIBIT B-2
NOTICE OF DEFEASANCE
CITY OF DELRAY BEACH, FLORIDA
General Obligation Refunding Bonds,
Series 1993 B (Decade of Excellence Program)
NOTICE IS HEREBY GIVEN that the City of Delray Beach, Florida (the "City"), has
caused to be deposited with Wells Fargo Bank, National Association, having designated
corporate trust office in Coral Springs, Florida (the "Escrow Agent"), pursuant to the terms and
provisions of a certain Escrow Deposit Agreement, dated as of December 1, 2002 (the "Escrow
Agreement"), by and between the City and the Escrow Agent, bond proceeds and other legally
available moneys which have been invested (except for a small initial cash balance which will
remain uninvested) in direct obligations of, or obligations the principal of and interest on which
are unconditionally guaranteed by the United States of America (collectively, the "Deposits"), to
pay and defease the City's outstanding General Obligation Refunding Bonds, Series 1993 B
(Decade of Excellence Program) (the "Defeased Bonds"), maturing on February 1, 2003 through
and including February 1, 2010.
The Defeased Bonds, other than the Defeased Bonds maturing on February 1, 2003, will
be called for optional redemption on February 1, 2003, at a price of 102% of the principal
amount thereof, plus accrued interest to the redemption date.
In the opinion of Causey Demgen & Moore, Inc., set forth in their report dated December
__, 2002, the Deposits are fully sufficient to pay and refund the Defeased Bonds on their
respective redemption dates.
Pursuant to the defeasance provisions set forth in the resolutions authorizing the issuance
of the Defeased Bonds (the "Bond Resolution"), the Defeased Bonds are deemed paid within the
meaning thereof.
\\wpb-srv01\SANFORDS\400785v04\! 1/25/02\16787 011000 B-2-1
The Paying Agent for the Defeased Bonds shall provide notice of redemption in
accordance with the provisions of the Bond Resolution.
CITY OF DELRAY BEACH, FLORIDA
Dated:
Instructions to Escrow Agent:
This notice must be published once in The Bond Buyer as soon as practicable after
December __, 2002, and filed with the Paying Agent for the Refunded Bonds as soon as
practicable after December __, 2002, with instructions to mail the same to the registered holders
of the Defeased Bonds.
\\wpb-arv01 \SANFORDS\40078 Sv04\ 11/25/02\16787 011000 B -2 -2
EXHIBIT C
Acceptance Fee -0-
Escrow Agent Administration Fee
(One time up front due at Closing) $450.00
Reimbursement of out-of-pocket costs including postage, publication and legal fees, if necessary,
at cost.
( \\wpb-srv01\SANFOl~DS\400785v04\l 1/25/02\16787 01 I000 C- 1
11/25/02 14:52 ~407 648 1323 PUBLIC FINANCIAL ~003/003
Public Financial Management
Financial and Investment ,a..dvMom
Suite 720
201 So~lh Orange Avenue
Orlando, FL
32801-3470
4O7 648-22O8
407-64~-1323 fax
www.pfm.com
Exhibit D
December 3, 2002
The City Commission of
The City of Delray Beach, Horida
100 N.W. 1 u Avenue
Delray Beach, Florida 33444
Deux Ladies and Gentleman:
In serving in our capacity as Financial Advisor to the City of Delray Beach, Florida on the City's
General Obligation Refunding Bonds, Series 2002 (Decade of Excellence Program), Public Financial
Management, Inc. is recommending the use of the negotiated sale process as opposed to the
competitive sale format. We believe that given the current volatility of the tax-exempt municipal
market, the negotiated sale process is most beneficial to the City.
Additionally, we are of the opinion that the use of bond insurance to insure the principal and
interest payments on the Bonds provides economic benefit to the City, and are therefore
recommending its use,
David Miller
Public Financial Management, Inc.
Senior Managing Consultant
Exhibit E
November 21, 2002
VIA FEDERAL EXPRESS
Mr. Joe Safford
City of Delray Beach
100 NW First Avenue
Delray Beach, Florida 33444
Re:
$16,560,000 in aggregate principal amount of City of Delray Beach, Florida General
Obligation Refunding Bonds, Series 2002 (Decade of Excellence Program)
Dear Mr. Safford:
Enclosed please find two signed originals of our commitment letter in respect of the above-referenced issue.
Please have both documents signed, keep one original for your records, and return the other original to me at
the address indicated below. The signed original, executed by an appropriate officer, must be returned to me
prior to any reference to Financial Security Assurance Inc. ("Financial Secunty") as insurer of the issue being
made in marketing efforts in respect of the issue.
Please note that Financial Security's website may be accessed at www.fsa.com/products/municipaledoc.php.
The logo, statement of insurance, disclosure language, specimen policy, procedures for premium payment,
form of opinion and form of disclosure, no default and tax certificate may be accessed and downloaded as
needed. Financial Security well require, prior to closing, six hard copies of the final official statement.
The bond proof and official statement drafts should be delivered to me with reasonable opportunity to submit
any comments prior to final printing of these items. I would also appreciate being notified of a confirmed
closing date as soon as it becomes available. Please note my phone number, fax numbers and e-mail address are
as follows: (212) 339-3537, (212) 339-0872 or (212) 339-3588 and LSantana@FSA. com.
We will deliver to Bond Counsel, at the preliminary closing, assuming the requirements of the
commitment letter have been met, an opinion of counsel as to the enforceability of the policy, a
disclosure, no default and tax certificate of Financial Security and the executed policy. Prior to the
closing, Financial Security will obtain rating letters from the rating agencies indicated in the official
statement. Note that any questions with regard to rating agency fees should be directed to the
respective rating agency.
Financial Security requires one original and two copies of the final closing transcript of proceedings and it
may be in the form of either hard copies or three CD-ROMs.
I look forward to working with you.
Sincerely yours,
Lillie Santana
Assistant Vice President
Documentation and Closing Supervisor
Enclosures
CC:
Stephen D. Sanford, Esq.; Greenberg Traurig, LLP
Mr. Jay Glover; Public Financial Management, Inc.
Mr J.W. Howard, Managing Underwriter; Bear Stearns & Co., Inc.
MUNICIPAL BOND INSURANCE COMMITMENT
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security" or "FSA") hereby commits to issue its Municipal Bond Insurance
Policy (the "Policy") relating to whole maturities of the debt obligabons described in Exhibit A attached hereto (the "Bonds"), subject to
the terms and conditions set forth in this Commitment, of which Commitment Exhibit A is an integrated part, or added hereto (the
"Commitment"). To keep this Commitment in effect after the Expiration Date set forth in Exhibit A attached hereto, a request for
renewal must be submitted to Financial Security prior to such Expiration Date. F~nancial Secudty reserves the right to refuse wholly or
in part to grant a renewal.
THE MUNICIPAL BOND INSURANCE POLICY SHALL BE ISSUED IF THE FOLLOWING CONDITIONS ARE SATISFIED:
1. The documents to be executed and delivered in connection with the issuance and sale of the Bonds shall not contain any
untrue or misleading statement of a material fact and shall not fail to state a material fact necessary in order to make the information
contained therein not misleading.
2. No event shall occur which would permit any underwriter or purchaser of the Bonds, otherwise required, not to be required to
underwrite or purchase the Bonds on the date scheduled for the issuance and delivery thereof ("Closing Date").
3. There shall be no material change in or affecting the Bonds (including, without limitabon, the security for the Bonds) or the
financing documents or the Official Statement (or any similar disclosure documents) to be executed and delivered in connection with
the issuance and sale of the Bonds from the descriptions or forms thereof approved by Financial Secunty
4. The Bonds shall contain no reference to Financial Security, the Policy or the insurance evidenced thereby except as may be
approved by Financial Security BOND PROOFS SHALL HAVE BEEN APPROVED BY FINANCIAL SECURITY PRIOR TO
PRINTING. The Bonds shall bear a Statement of Insurance in the form provided by Financial Security.
5. Financial Security shall be provided with:
(a) Executed copies of all financing documents, any disclosure document (the "Official Statement") and the vadous legal
opinions delivered in connection with the issuance and sale of the Bonds (which shall be dated the Closing Date and which, except for
the opinions of counsel relating to the adequacy of disclosure, shall be addressed to Financial Security or accompanied by a letter of
such counsel permitting Financial Security to rely on such opinion as if such opinion were addressed to Financial Security), including,
without hmitation, the approving opinion of bond counsel. Each of the foregoing shall be ~n form and substance acceptable to Financial
Security. Copies of all drafts of such documents prepared subsequent to the date of the Commitment (blacklined to reflect all revisions
from previously reviewed drafts) shall be furnished to Financial Security for review and approval. Final drafts of such documents shall
be provided to Financial Security at least three (3) business days prior to the issuance of the Pohcy, unless Financial Security shall
agree to some shorter period.
(b) Evidence of wire transfer in federal funds of an amount equal to the insurance premium, unless alternative
arrangements for the payment of such amount acceptable to Financial Security have been made prior to the delivery date of the
Bonds.
(c) Standard & Poor's Credit Market Services, Moody's Investors Service Inc. and Fitch IBCA, Inc. will separately
present bills for their respective fees relating to the Bonds. Payment of such bills should be made d~rectly to such rating agency.
Payment of the rating fee is not a condition to release of the Policy by Financial Security.
6. Promptly after the closing of the Bonds, Financial Security shall receive three completed sets of executed documents (one
original and either (i) two photocopies (each unbound) or (il) three compact discs).
7. The Official Statement shall contain the language provided by Financial Secunty and only such other references to Financial
Security or otherwise as Financial Secunty shall supply or approve. FINANCIAL SECURITY SHALL BE PROVIDED WITH SIX
PRINTED COPIES OF THE OFFICIAL STATEMENT.
EXHIBIT A
TERM SHEET FOR MUNICIPAL BOND INSURANCE COMMITMENT
Issuer: City of Delray Beach, Florida
Principal Amount of Bonds Insured: Not to Exceed $16,560,000
Name of Bonds insured: General Obligation Refunding Bonds, Series 2002 (Decade of Excellence Program)
Date of Commitment: November 21,2002 Expiration Date: Fdday, January 24, 2003
Premium: $35,686.19/.177% of total debt service on the Bonds Insured
Bond Counsel Opinion -- Language Requirements;
The approving opinion of Bond Counsel shall include language to the effect that the Bonds are a full faith and credit
obhgation of the Issuer, the payment for which the Issuer is obligated to exercise its ad valorem taxing power,
without limit as to rate or amount, upon all taxable property within the Issuer.
Additional Conditions: None.
FINANCIAL SECURITY ASSURANCE INC.
Authorized Officer
*To keep the Commitment in effect to the Expiration Date set forth above, Financial Secunty must receive a
duplicate of this Exhibit A executed by an appropriate officer by the earlier of the date on which the Official
Statement containing disclosure language about Financial Security is circulated and ten days from the Date of
Commitment.
The undersigned agrees that if the Bonds are insured by a policy of municipal bond insurance, such insurance shall
be provided by Financial Security in accordance with the terms of the Commitment.
CITY OF DELRAY BEACH, FLORIDA
Authorized Officer
C \Documents and Sett~ngs\wdhamsm GTLAW\Local Settings\Temporary Internet F~Ies\OLK3897~EMAIL 59020_C doc
PROCEDURES FOR PREMIUM PAYMENT TO
FINANCIAL SECURITY ASSURANCE INC.
Financial Security's issuance of its municipal bond insurance policy at bond closing is
contingent upon payment and receipt of the premium. NO POLICY MAY BE RELEASED
UNTIL PAYMENT OF SUCH AMOUNT HAS BEEN CONFIRMED. Set forth below are the
procedures to be followed for confirming the amount of the premium to be paid and for paying
such amount:
Confirmation of
Amount to be Paid:
Upon determination of the final debt service
schedule, fax such schedule to Financial Security
Attention: Juliet Kong, Analyst
Phone No. (212) 893-9659
Fax No. (212) 339-3450
Confirm with the individual in our underwriting department that you are in agreement
with respect to par and premium on the transaction prior to the closing date.
Payment Date:
Date of Delivery of the insured bonds.
Method of Payment:
Wire transfer of Federal Funds.
Wire Transfer Instructions:
Bank:
ABA#:
Acct. Name:
Account No.:
Policy No.:
The Bank of New York
021 000 018
Financial Security Assurance Inc.
8900297263
[To Be Assigned]
CONFIRMATION OF PREMIUM WIRE NUMBER AT CLOSING
Financial Security will accept as confirmation of the premium payment a wire transfer number and the
name of the send~ng bank, to be communicated on the closing date to Lillie Santana, Assistant Vice
President, Documentation and Closing Supervisor (212) 339-3537.
To:
From:
Subject:
Date:
MEMORANDUM
City Commission
David T. Harden, City Manager~/'J~.
Resolution # 90-02, 91-02, and 92-02
November 25, 2002
In connection with proposed bond refundings, I recommend approval of the attached
Resolution# 90-02, #91-02, and #92-02. A brief description of each resolution is as
follows:
Resolution #90-02
Resolution #90-02 authorizes the issuance and negotiated sale of up to $16,500,000 in
Utility Tax Bonds. The proposed bonds will be issued for the purpose of refunding or
refinancing City of Delray Beach Bonds, Series 1992, 1994, 1995, 1996, and 1998.
The resolution stipulates that certain parameters must be met in order to effectuate the
sale. These parameters are 1 .) the true interest cost does not exceed 5% per annum,
2.) the Underwriter's fee or discount paid is not more than $6.00 per thousand of the
original principal amount of the Bonds, 3.) the principal amount does not exceed
$16,500,000, 4.) the final maturity of the Bonds does not extend beyond June 1,2016
and 5.) the net present value savings for paying and defeasing a portion of the
Refunded Bonds shall not be less than three percent (3%). The resolution also
authorizes the Mayor, or in his absence, the Vice-Mayor, to execute the documents to
effectuate the sale if these parameters have been met.
RESOLUTION #91-02 and #92-02
Resolution #91-02 authorizes the issuance of up to $18,000,000 in General Obligation
Bonds. The Bonds will be issued for the purpose of refunding the outstanding General
Obligation Bonds, Series A & B. The resolution provides for the form and terms of the
bonds as well as provides for City's undertaking regarding secondary market disclosure
as required by the Securities and Exchange Commission.
Resolution #92-02 authorizes the negotiated sale and sets the parameters to effectuate
the sale. The parameters are 1.) the principal amount does not exceed $18,000,000, 2.)
the true interest cost does not exceed 5%, 3.) the final maturity is not later than
February 1,2013, 4.) the underwriter's discount is not greater than $6.00 per $1,000 of
the principal amount of the bonds and the 5.) the net present value savings for paying
and defeasing the refunded bonds is not less than 3%. The resolution also authorizes
the Mayor, or in his absence, the Vice-Mayor, to execute documents to effectuate the
sale of bonds.
MEMORANDUM
To:
David T. Harden, City Manager
From:
Joseph M. Safford, Director of Finance
Subject:
Resolution # 90-02, 91-02, and 92-02
Date:
November 25, 2002
We have attached for Commission approval Resolution# 90-02, #91-02, and #92-02. A
brief description of each resolution is as follows:
Resolution #90-02
Resolution #90-02 authorizes the issuance and negotiated sale of up to $16,500,000 in
Utility Tax Bonds. The proposed bonds will be issued for the purpose of refunding or
refinancing City of Delray Beach Bonds, Series 1992, 1994, 1995, 1996, and 1998.
The resolution stipulates that certain parameters must be met in order to effectuate the
sale. These parameters are 1.) the true interest cost does not exceed 5% per annum,
2.) the Underwriter's fee or discount paid is not more than $6.00 per thousand of the
original principal amount of the Bonds, 3.) the principal amount does not exceed
$16,500,000, 4.) the final maturity of the Bonds does not extend beyond June 1,2016
and 5.) the net present value savings for paying and defeasing a portion of the
Refunded Bonds shall not be less than three percent (3%). The resolution also
authorizes the Mayor, or in his absence, the Vice-Mayor, to execute the documents to
effectuate the sale if these parameters have been met.
Total net present value savings, which takes into consideration the time value of money,
is estimated at $931,000 over the term of the bonds or 6.07% of the refunded bonds.
RESOLUTION #91-02 and #92-02
Resolution #91-02 authorizes the issuance of up to $18,000,000 in General Obligation
Bonds. The Bonds will be issued for the purpose of refunding the outstanding General
Obligation Bonds, Series A & B. The resolution provides for the form and terms of the
bonds as well as provides for City's undertaking regarding secondary market disclosure
as required by the Securities and Exchange Commission.
Resolution #92-02 authorizes the negotiated sale and sets the parameters to effectuate
the sale. The parameters are 1 .) the principal amount does not exceed $18,000,000, 2.)
the true interest cost does not exceed 5%, 3.) the final maturity is not later than
February 1, 2013, 4.) the underwriter's discount is not greater than $6.00 per $1,000 of
the principal amount of the bonds and the 5.) the net present value savings for paying
and defeasing the refunded bonds is not less than 3%. The resolution also authorizes
the Mayor, or in his absence, the Vice-Mayor, to execute documents to effectuate the
sale of bonds.
Total net present value savings is estimated at $738,000 over the term of the bonds or
4.35% of the refunded bonds.
A presentation from Public Financial Management, the City's financial advisor, will
precede the motion to approve the above referenced resolutions. PFM will explain the
background and discuss expected results relative to refunding or refinancing of the
City's prior bond issues.
Request to be placed on:
X
Regular Agenda
When: December 3, 2002
Agenda Item No.: %~.~~
AGENDA REQUEST
Date: 11/25/02
Special Agenda
Workshop Agenda
Descriptzon of agenda item (who., what, where, how much):
Approve Resolution # 9~-~?
........ K~6 ....... ~i: uf u~ Lo
$16,500.00D in TTril~ev~ T~ ............ n~=mo Approve .... ..~o~~ ...... # ~i-02 auLh:izing che
......................... ~u~u~z Kcfundin~ Bonds. approve
......................... m ~ ~&uLi~L:d sale of the General Ubligation Refunding
O~I~4CE/ ~SOLUTION ~QUI~D: YE~'/N~: D~aft Attached: YES/NO
Bonds and to set the parameters to effectuate the sale.
Recommendation:
Apprnv~ the ~beva rafcrcnccd rasolutlona.
Department Head Signature:
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: YES/ NO
Funding alternatives:
Account No. & Description:
Account Balance:
(if applicable)
City Manager Review:
Approved for agenda:
Hold Until:
Agenda Coordinator Review:
Received:
Action: Approved/Disapproved