Res 13-15RESOLUTION NO. R -13 -15
CITY OF DELRAY BEACH, FLORIDA
Utilities Tax Revenue Refunding
and Improvement Bonds, Series 2015
Utilities Tax Revenue Refunding
and Improvement Bond Resolution
Adopted February 24, 2015
Resolution No. R -13 -15
3 H z�N ENTS
Page
SECTION1.
DEFINITIONS ..................................................................... ..............................5
SECTION 2.
AUTIIORIZATION, PURPOSE AND BOND DESIGNATION .....................7
SECTION 3.
AUTHORITY FOR THIS RESOLUTION ......................... ..............................8
SECTION 4.
RESOLUTION CONSTITUTES CONTRACT .................. ..............................8
SECTION 5.
DESCRIPTION OF THE BONDS ...................................... ..............................8
SECTION6.
SALE OF BONDS .............................................................. .............................10
SECTION 7.
REDEMPTION PROVISIONS ......................................... ..............................I
1
SECTION 8.
APPLICATION OF BOND PROCEEDS .......................... .............................14
SECTION 9.
BOOK -ENTRY SYSTEM ...........................
SECTION 10.
COVENANTS OF THE CITY ........................................... .............................18
SECTION 11.
RULE 15C2 -12 UNDERTAKING ..................................... .............................19
SECTION 12.
AMENDMENTS TO ORIGINAL RESOLUTION ...........................
-
SECTION13.
ESCROW AGENT ............................................................. .............................26
SECTION 14.
ESCROW DEPOSIT AGREEMENT ................................. .............................26
SECTION 15.
PAYING AGENT AND REGISTRAR .............................. .............................27
SECTION 16.
REGISTRAPJPAYING AGENT AGREEMENT ......... ...............................
27
SECTION 17.
MODIFICATION OR AMENDMENT .............................. .............................27
SECTION 18.
PURCHASE OF BONDS ................................................... .............................28
SECTION 19.
SEVERABILITY OF INVALID PROVISIONS ................ .............................29
SECTION 20.
FURTHER AUTHORIZATIONS; RATIFICATION OF PRIOR ACTS
.......29
SECTION 21.
REPEALER
29
SECTION 22.
EFFECTIVE DA' FE ............................................................ .............................30
i Resolution No. R -13 -15
i
RESOLUTION NO. R- I.3 -15
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF
CITY OF DELRAY BEACH, FLORIDA, UTILITIES TAX REVENUE
REFUNDING AND IMPROVEMENT BONDS, SERIES 2015 (THE
"BONDS "), IN THE INITIAL AGGREGATE PRINCIPAL AMOUNT OF
NOT EXCEEDING $44,000,000 FOR THE PURPOSE OF FINANCING
AND REFINANCING CERTAIN MUNICIPAL PROJECTS WITHIN THE
CITY; DETERMINING CERTAIN DETAILS OF THE BONDS;
ESTABLISHING THE MATURITY SCHEDULE FOR THE BONDS,
AUTHORIZING THE CITY MANAGER OR CHIEF FINANCIAL
OFFICER TO PUBLISH THROUGH ELECTRONIC MEANS A
SUMMARY NOTICE OF SALE TO RECEIVE BIDS PURSUANT TO A
COMPETITIVE SALE OF THE BONDS AND AWARD THE SALE OF
SAID BONDS TO THE RESPONSIVE BIDDER OR BIDDERS OFFERING
THE LOWEST TRUE INTEREST COST TO THE CITY WIHCH SHALL
NOT EXCEED FIVE PERCENT (5.00 %); AUTHORIZING THE
RESPONSIVE BIDDER OR BIDDERS TO OBTAIN BOND INSURANCE;
PROVIDING FOR THE APPLICATION OF THE BOND PROCEEDS;
AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; APPOINTING A
PAYING AGENT AND BOND REGISTRAR; AUTHORIZING THE
REGISTRATION OF THE BONDS UNDER A BOOK -ENTRY SYSTEM;
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
AND DELIVERY OF AN OFFICIAL STATEMENT IN CONNECTION
WITH THE OFFERING AND SALE OF THE BONDS AND
AUTHORIZING THE DISTRIBUTION OF THE PRELIMINARY
OFFICIAL STATEMENT, SUMMARY NOTICE OF SALE AND
OFFICIAL NOTICE OF SALE; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING
AGENT AND REGISTRAR AGREEMENT RELATING TO THE BONDS;
PROVIDING FOR THE UNDERTAKING BY THE CITY REGARDING
SECONDARY MARKET DISCLOSURE AS REQUIRED BY RULE
15c2 -12 OF THE SECURITIES AND EXCHANGE COMMISSION;
PROVIDING FOR CERTAIN AMENDMENTS TO THE ORIGINAL
RESOLUTION SUBJECT TO OBTAINING THE REQUIRED CONSENT
OF THE BONDHOLDER; 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
Resolution No. R -13 -15
WHEREAS, the City Commission (the "Commission"), as the governing body of the
City of Delray Beach, Florida (the "City "), did, on December 3, 1991, adopt Resolution No. 98-
91, as amended and supplemented (herein, the "Original Resolution "), for the pin-pose, among
other things, of authorizing the issuance from time to time of Utilities Tax Revenue Bonds to
finance and refinance municipal projects; and
WHEREAS, any term not otherwise defined in this Resolution shall have the meaning
ascribed to such term in. the Bond Resolution (as defined below); and
WHEREAS, on the date of adoption of this Resolution, the City has now outstanding its
Utilities Tax Revenue Refunding Bonds, Series 2002 in the original aggregate principal amount
of $6,730,000 and now outstanding on the aggregate principal amount of $900,000 (herein, the
"2002 Bonds ") issued pursuant to the terms and provisions of the Original Resolution and
Resolution No. R -90 -02 (the "2002 Resolution ") and its Utilities Tax Revenue Bonds, Series
2007 (herein, the "2007 Bonds ") in the original principal amount of $24,635,000 issued pursuant
to Resolution No. 21 -07 (the "2007 Resolution") and now outstanding in the aggregate principal
amount of $24,470,000; and
WHEREAS, pursuant to the terns and provisions of the 2002 Resolution and the 2007
Resolution, the Original Resolution was amended and supplemented in certain respects (the
Original Resolution, as amended and supplemented by the 2002 Resolution and the 2007
Resolution is herein referred to as the "Bond Resolution "); and
Resolution No. R -13 -15
WHEREAS, the Commission did, on April 16, 2013, adopt Resolution No. 23 -13
authorizing the issuance of not to exceed $22,250,000 in aggregate principal amount of Bond
Anticipation Revenue Improvement Notes, Series 2013 (herein, the "Notes ") and pursuant to a
closed end lime of credit with TD Bank, N.A., the City has issued and now has outstanding the
Notes; and
WHEREAS, pursuant to the teens and provisions of the Bond Resolution, the 2002
Bonds, the 2007 Bonds and other Bonds issued pursuant to Article III, Section 4.G. of the
Original Resolution were secured by a pledge of the City's Utilities Tax which was defined to
include the tax imposed by the City on each and every purchase in the City of electricity, and
metered and bottled gas (natural liquefied petroleum gas or manufactured); and
WHEREAS, effective October 1, 2001, the Legislature of the State of Florida (i)
repealed the authorization for the levy by municipalities, including the City, of the public service
tax on telecommunications services, and (ii) instead, authorized the implementation of a
communications services tax pursuant to the provisions of Chapter 202, Florida Statute, as
amended and supplemented (herein, the "Communications Services Tax "); and
WHEREAS, the Commission previously determined, pursuant to Resolution No. R -21-
07, that it would be in the best economic interest of the City to amend the definition of Utilities
Tax to include the portion of the Communications Services Tax received by the City each month,
so that the 2002 Bonds,. the 2007 Bonds and any other bonds issued under Article III, Section
4.G of the Original Resolution including the Bonds shall also be secured by such tax; and
2 Resolution No. R -13 -15
WHEREAS, pursuant to Article III, Section 4.G of the Original Resolution, the
Coiminission hereby determines it to be in the best economic interest of the City to finance
certaiai municipal projects more particularly described on Exhibit A attached hereto (the "2015
Projects "), to pay and defease a portion of the 2007 Bonds and to prepay a portion of the Notes
through the issuance of its not to exceed $44,000,000 in initial aggregate principal amount of
Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015 (herein, the "Bonds ");
and
WHEREAS, Rule 15c2 -12 of the Securities and Exchange Commission (the "Rule "),
provides that it is unlawful for a broker dealer or municipal securities dealer to purchase or sell
municipal securities, which includes the Bonds, unless the issuer, which includes the City, has
undertaken in a written agreement (herein, the `Undertaking ") to provide to specified
information repositories annual financial information and operating data relevant to the
municipal securities and notice of certain specified material events; and
WHEREAS, the Commission hereby determines to provide its Undertaking with respect
to the Bonds in this Resolution; and
WHEREAS, pursuant to the Original Resolution, before the City shall issue any
indebtedness payable from the Utilities Tax, the City must demonstrate that after the proposed
issuance of such indebtedness, it shall meet the requirements set forth in Article III, Section 4.G.
of the Original Resolution; and
WHEREAS, the Bonds authorized under this Resolution will meet the tests provided
under said Original Resolution; and
3 Resolution No. R 13 -15
WHEREAS, it is necessary: (i) to fix the date, denominations, amount and maturities of
the Bonds, (ii) to authorize the publication of a Summary Notice of Sale in The Bond Buyer, (iii)
to approve the form and authorize the use of an Official Notice of Sale, Preliuninary Official
Statement and a final Official Statement, (iv) to authorize the City Manager or the Chief
Financial Officer of the City to award the Bonds to the best bidder or bidders upon the terns and
conditions and subject to the limitations set forth herein and in the Official Notice of Bond Sale,
(v) to approve the form of and authorize the execution and delivery of an Escrow Deposit
Agreement, (vi) to approve the form of and authorize the execution and delivery of a
Registrar /Paying Agent Agreement, (vii) to appoint an Escrow Agent and (viii) to appoint a
Bond Registrar and Paying Agent; and
WHEREAS, there have been prepared and submitted to the Commission a:
(a) Draft of Summary Notice of Sale, attached hereto as Exhibit B;
(b) Draft Preliminary Official Statement, attached hereto as Exhibit C;
(c) Draft of Official Notice of Sale, attached hereto as Exhibit D;
(d) Draft of Escrow Deposit Agreement, attached hereto as Exhibit E, pursuant to
which the City will make certain deposits to pay and defease the Refunded Bonds; and
(e) Draft Registrar /Paying Agent Agreement, attached hereto as Exhibit F.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
4 Resolution No. R -13 -15
SECTION 1. DEFINITIONS. That, except as provided below, all capitalized terms
used in this Resolution not otherwise defined shall have the meanings ascribed to such terms in
the Bond Resolution, unless the context clearly indicates otherwise.
"Beneficial Owner" shall mead, for purposes of Section 11 of this Resolution only, any
person which (i) has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, any Bonds (including persons holding Bonds through nomuiees,
depositories or other intermediaries), or (ii) is treated as the owner of any Bonds for federal
income tax purposes. In all other cases the terra `Beneficial Owner" shall have the meaning set
forth in Section 3.C. of Article I of the Original Resolution.
"Communications Services Tax" shall mean the tax the City receives on communication
services pursuant to the provisions of the Communications Services Tax Simplification Law
codified as Chapter 202, Florida Statutes, as amended and supplemented.
"EMMA" shall mean the Municipal Securities Rulemaking Board's Electronic Municipal
Market Access System (http:l.emma.msrb.org).
"EMMA Compliant Format" shall mean any document provided to the MSRB which is
in electronic format and is accompanied by identifying information as prescribed by the MSRB.
"Escrow Agent" shall mean U.S. Bank National Association, appointed pursuant to
Section 13 hereof.
"Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement substantially in
the form attached hereto as Exhibit E, entered into by and between the City and the Escrow
Agent in connection with the refunding of the Rctunded Bonds.
5 Resolution No. R -13 -15
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Paying Agent" shall mean U.S. Bank National Association, appointed pursuant to
Section 15 hereof and any successor bank or trust company or the Finance Department appointed
by subsequent proceedings of the City to act as Paying Agent hereunder.
"Registrar" shall mean U.S. Bank National Association, appointed pursuant to Section 15
hereof and any successor bank or trust company or the Finance Department appointed by
subsequent proceedings of the City to act as Registrar hereunder.
"Replacement Bonds" shall mean certificated Bonds authenticated and delivered pursuant
to Section 9 hereof, if the City discontinues the Book -Entry System.
"Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934, as the same may be
amended froze time to time.
"Savings Threshold" shall mean the minimum amount of net present value savings of
debt service the City must achieve before the Bonds authorized under this Resolution to pay and
defease the Refunded Bonds are issued. Such minimum level of net present value of savings
shall not be less than 3.00 %.
"Securities Depository" shall mean, with respect to the Bonds (other than any Placed
Bonds) to be issued in book -entry foiin, The Depository Trust Company and its successors and
assigns, or a successor clearing agency designated pursuant to Article H hereof and its successors
and assigns.
"Serial Bonds" shall mean the Bonds of an issue other than Term Bonds which shall be
6 Resolution No. R -13 -15
stated to mature annually or semi- annually.
"Tax Certificate" shall mean the Arbitrage Certificate executed by the City on the date of
initial issuance and delivery of the Bonds, as such Tax Certificate may be amended from time to
time, a source of guidance for achieving compliance with the Code.
"Term Bond Option" shall mean the option provided in the Official Notice of Sale
allowing certain maturities of Bonds to be combined as one or more Term Bonds.
"Term Bonds" shall mean any of the Bonds which shall be stated to mature on one date
and for the amortization of that which mandatory payments are required to be made into the
Redemption Account of the Debt Service Fund.
"Utilities Tax" shall mean the tax imposed by the City on each and every purchase in the
City of electricity, metered and bottled gas (natural liquefied petroleum gas or manufactured) and
the Communications Services Tax. Said tern shall also apply to all taxes imposed by the City on
the purchase of utility services other than water and communication services, whether levied in
the amounts prescribed by the Utilities Tax Ordinance or in any other amounts and whether
imposed on the purchase of the same utilities services or any other or additional utilities services,
by amendment to the Utilities Tax Ordinance or such other resolution or ordinance of the City.
This definition shall be applicable to the Bonds and all pari pas su additional bonds issued
pursuant to Article III, Section 4.G of the Original Resolution.
SECTION 2. AUTHORIZATION, PURPOSE AND BOND DESIGNATION.
That the City hereby determines at this time (i) to issue not exceeding $44,000,000 in the initial
aggregate principal amount of its Bonds for the purpose of: (a) paying and defeasing a portion of
7 Resolution No. R -13 -15
the 2007 Bonds (such portion is herein called the "2007 Refunded Bonds "); (b) retire a portion of
the Notes (such portion is herein called the "Refunded Notes "); (c) financing certain municipal
projects within the City as more particularly described on Exhibit A attached hereto (the "2015
Projects "); (d) to pay the costs of issuance of the Bonds; and (ii) to designate such Bonds as its
"Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015" (herein, the `Bonds ").
SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the Act.
SECTION 4. RESOLUTION CONSTITUTES CONTRACT. In consideration of
the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same
fiom time to time, this Resolution shall be deemed to be and shall constitute a contract between
the City and such Owners and the covenants and agreements herein set forth to be performed by
said City shall be for the equal benefit, protection and security of the Owners of any and all of
such Bonds all of which shall be of equal rank and without preference, priority, or distinction of
any of the Bonds over any other thereof except as expressly provided therein and herein.
SECTION 5. DESCRIPTION OF THE BONDS. The Bonds shall be issued in
registered form, shall be in the denomination of $5,000 .each, or any integral multiple thereof.
Principal shall be payable at the designated corporate trust office of the Paying Agent unless the
Finance Department is serving as Paying Agent. The Bonds shall be numbered in such manner
as may be prescribed by the Registrar. The Bonds shall, bear interest at not exceeding the
maximum rate or rates permitted by law, payable by check or draft made payable to the Holder
of Bonds and mailed to the address of such Holder of Bonds, as such name and address appear
8 Resolution No. R -13 -15
on the registration books of the City maintained by the Registrar on the fifteenth day of the
calendar month preceding each Interest Payment Date or the fifteenth day prior to the date notice
of redemption is given, whether or not such 15th day is a Saturday, Sunday or holiday (herein the
"Record Date "); provided, however, that payment of interest on the Bonds may, at the option of
any Holder of Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by
wire transfer to the Holder at the domestic bank account number on file with the Paying Agent as
of the Record Date. The Bonds authenticated prior to the first Interest Payment Date shall be
dated and bear interest from the dated date of the Bonds. Bonds authenticated subsequent to the
first Interest Payment Date shall bear interest from the next preceding Interest Payment Date on
which such interest has been paid, unless such Bond is registered on an Interest Payment Date or
during the period between a Record Date and the next succeeding Interest Payment Date, then
from such Interest Payment Date if interest is then paid, as the case may be; provided, however,
that if and to the extent there is a default in the payment of the interest die on such Interest
Payment Date, such defaulted interest shall be paid to the persons in whose name Bonds are
registered on the registration books of the City maintained by the Registrar at the close of
business on the fifteenth day prior to a subsequent Interest Payment Date established by notice
mailed by the Registrar to the registered owner not less than the tenth day preceding such
subsequent Interest Payment Date, and such interest shall be payable semiannually on each
Interest Payment Date of each year.
9 Resolution No. R -13 -15
The Bonds shall be payable, with respect to interest, principal and premium, if any; in
any coin or currency of the United States of America which at the time of payment is legal tender
for the payment of public and private debts.
The Bonds issued hereunder may be Serial Bonds, or if the Term Bond Option is selected
by the Underwriters pursuant to the terms and provisions of the Official Notice of Sale, as Term
Bonds or any combination thereof as determined by the City Manager or Chief Financial Officer
in consultation with the City's Financial Advisor and Underwriters.
SECTION 6. SALE OF BONDS. The City's Chief Financial Officer is hereby
authorized and directed to sell the Bonds at public sale by competitive bid and to publish the
Summary Notice of Sale attached hereto as Exhibit B in The Bond Buyer, at least ten (10) days
prior to the date of sale, which date of sale shall be determined by the Chief Financial Officer, in
consultation with the City's Financial Advisor, in an effort to achieve the lowest interest cost for
the City.
The Official Notice of Bond Sale attached hereto as Exhibit C and the Prelininary
Official Statement attached hereto as Exhibit D are each Hereby approved and authorized to be
used in connection with the sale of the Bonds. The Preliminary Official Statement, upon advice
of the Chief Financial Officer, is hereby deemed final for purposes of the Rule. The Preliminary
Official Statement and Official Statement (as defined below) are authorized to be made available
by electronic means. The Preliminary Official Statement, as amended on the date of sale of the
Bonds to delete the preliminary language and as further amended to reflect the actual interest
rates and reoffering terms and any changes of maturities or amounts and with such additional
10 Resolution No. R- -13 -15
correcting nd conforming changes as shall be approved b the Chief Financial Officer, is
i
g g g pp y
hereinafter referred to as the "Official Statement" and as promptly as possible following the sale
and within seven (7) business days of the date of sale of the Bonds, the City agrees to make
available to the Underwriters of the Bonds a sufficient number of copies of the Official
Statement as necessary to enable such purchaser to comply with the Rule. The Mayor (herein,
the "Mayor ") or in his absence, the Vice Mayor, are authorized to execute the Official Statement
on behalf of the City with such changes, completions and amendments as they shall determine
are necessary or desirable.
The Chief Financial Officer is hereby delegated the authority to award the Bonds to the
responsive bidd, oidders offering to purchase the Bonds at the lowest true interest cost to the
City, which L no event shall exceed five percent (5.00 %) per annum. True interest cost shall be
calculated as provided in the Official Notice of Bond Sale. Notwithstanding the foregoing, no
award of the Bonds allocated as the refunding portion shall occur unless the Savings Threshold is
achieved as a result of such sale. The successful bidder or bidders are authorized to obtain Bond
Insurance for all or any of the maturities of the Bonds. The .cost of such Bond Insurance, if any,
shall be borne by such successful bidder or bidders.
SECTION 7. REDEMPTION PROVISIONS. The Bonds maturing on June 1,
2026, and thereafter are redeemable at the option of the City from any legally available source, in
whole or in part and if 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 June 1, 2025, or at
11 Resolution No. R -13 -15
any time thereafter, at a redemption price equal to the principal amount of Bonds to be redeemed,
together with accrued interest to the date fixed for redemption.
Notwithstanding the foregoing, if the City's Financial Advisor, upon consultation with
the Chief Financial Officer of the City, determine 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 so long as the
maximum redemption premium does not exceed 1% and the first optional redemption period, if
any, is not more than eleven (11) years from the date of issuance of the Bonds if the Bonds are to
be subject to optional redemption.
Any Bonds which are Term Bonds shall also be subject to mandatory redemption prior to
maturity by lot, in such manner as the Registrar may deem appropriate, on rune 1, in such years,
at a price of par plus accrued interest to the date of redemption, in the annual amounts
established by the Underwriters in consultation with the City's Chief Financial Officer and
Financial. Advisor.
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
12 Resolution No. R -13 -15
trust office of the Paying Agent 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 address (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 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 foregoing shall not be applicable to any Placed Bonds. The Registrar shall also
13 Resolution No. R -13 -15
provide notice, at the same time notice of redemption is given to the Bondholders, to the MSRB
through EMMA.
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 S. APPLICATION OF BOND PROCEEDS. All moneys received by
the City from the sale of the Bonds originally authorized and issued pursuant to this Resolution,
shall be disbursed as follows:
A. From the net proceeds of the Bonds, an amount which, together with other
moneys lawfully available therefore, including moneys and investments transferred from the
funds and accounts created and established by the proceedings authorizing the issuance of the
2007 Refunded Bonds shall be deposited pursuant to the terms of the Escrow Deposit
Agreement, and such proceeds shall be held irrevocably in trust in the escrow deposit trust fund
under the tends and provisions of such Escrow Deposit Agreement; such moneys shall be
invested at the time of deposit in Defeasanee Obligations, which are not callable prior to maturity
except by the holder thereof, the principal and interest of which shall be sufficient to pay the
principal of, redemption premium, if any, and interest on the 2007 Refunded Bonds as the same
mature and become due and payable or are redeemed prior to maturity, as provided in the
Escrow Deposit Agreement.
14 Resolution No. R -13 -15
B. From the net proceeds of the Bonds, an amount equal to accrued interest
and principal on the Refiuided Notes shall be immediately paid to the registered owner of the
Refunded Notes.
C. There is hereby created and established in the Acquisition/Construction
Fund created and established under the Original Resolution, a separate line item to be known as
the "2015 Cost of Issuance Cost Center," into which shall be deposited an amount of the net
proceeds of the Bonds sufficient to pay the costs of issuance of the Bonds. If, for any reason,
any of the moneys allocated to the 2015 Cost of Issuance Cost Center, are not necessary for or
are not applied to pay the costs of issuing the Bonds, then such surplus proceeds shall be
deposited into the Acquisition/Construction Fund to be used to finance the 2015 Projects.
D. The balance of the net proceeds derived from the sale of the Bonds shall
be deposited into the Acquisition/Construction Fund created and established under the Original
Resolution. If, for any reason, the moneys in the Acquisition/Construction Fund, or any part
thereof, are not necessary for or are not applied to the purposes of the 2015 Projects, then such
surplus proceeds shall be deposited, upon certification of the City Manager, other than amounts
allocated to the 2015 Cost of Issuance Cost Center, that such surplus proceeds are not needed for
the purposes of the AcquisitioWConstruction Fund, in the following order:
First, to the Interest Account, Principal Account or Bond Redemption Account in
the amounts, if any, determined by subsequent proceedings of the Commission; and
City.
Second, the balance, if any, to be used by the City for any capital project of the
15 Resolution No. R -13 -15
The moneys deposited in the Acquisition/Construction Fund may, pending their
use for the purposes provided in this Resolution, be temporarily invested in Permitted
Investments maturing not later than the dates on which such moneys will be needed for the
purposes of the Acquisition/Construction Fund. Subject to the provisions of the Code and the
Tax Certificate, all the earnings and investment income from such investments shall remain in
and become a part of said Acquisition/Construction Fund and be used for the purposes of the
Acquisition/Construction Fund.
Any moneys received by the City from the State or from Palm Beach County,
Florida (the "County "), or from the United States of America or any agencies thereof for the
purpose of financing any of the 2015 Projects, may be deposited in the Acquisition/Construction
Fund and used in the same manner as other Bond proceeds are used therein; provided, however,
that such moneys shall not be so deposited in the event and to the extent that the City has
incurred debt in anticipation of the receipt of such moneys; and provided fiirther, that separate
accounts may be established in the Acquisition/Construction Fund for moneys received pursuant
to the provisions of this paragraph whenever required by Federal or State or County regulations_
The proceeds of the sale of the Bonds (other than amounts deposited under the
Escrow Deposit Agreement) shall be and constitute trust funds for the purposes hereinabove
provided, and there is hereby created a lien upon such moneys, until so applied, in favor of the
]-folders of the Bonds.
16 Resolution No. R -13 -15
SECTION 9. BOOK -ENTRY SYSTEM
A. As long as any of the Bonds are registered under the Book -Entry System,
the City and the Registrar, as the case may be, shall comply with the telins of the agreements
with the Securities Depository (collectively, the "Book -Entry Agreement ") with respect to such
Bonds. However, the Book -Entry System through the Securities Depository may be tenninated
upon the happening of any of the following:
(1) The Securities Depository or the City, based upon advice from the
Securities Depository, advise the Registrar that the Securities
Depository is no longer willing or able to properly discharge its
responsibilities under the Book -Entry Agreement and the Registrar
and the City are unable to locate a qualified successor clearing
agency satisfactory to the Registrar and the City; or
(2) The City, in accordance with the procedures set forth in the Book-
Entry Agreement elects to terminate the Book -Entry System by
notice to the Securities Depository and the Registrar.
B. Upon the occurrence of any event described in paragraph A above, (i) the
City and the Registrar shall, if necessary, enter into a resolution supplemental to this Resolution
to add to the provisions of this Resolution any provisions deemed reasonably necessary or
required by the Registrar, with respect to Replacement Bonds (including, but not limited to, the
provision for the cost and expenses for the printirig thereof) and to account for the fact that,
thereafter, the Bonds will no longer be registered binder the Book -Entry System, and (ii) the
17 Resolution No. R -1 ') -15
Registrar shall notify the Securities Depository of the occurrence of such event and of the
availability of definitive or temporary Replacement Bonds to Beneficial Owners requesting the
same, in an aggregate Outstanding amount representing the interest of each such Beneficial
Owner, leaking such adjustments and allowances as it may find necessary or appropriate as to
accrued interest and previous payments of principal. Definitive Replacement Bonds shall be
issued only upon surrender to the Registrar of the Bond of each maturity by the Securities
Depository, accompanied by registration instructions for the definitive Replacement Bonds for
such maturity from the Securities Depository. - Neither the City nor the Registrar shall be liable
for any delay in delivery of such instructions and conclusively may rely on, and shall be
protected in relying on, such instructions.
C. Whenever the Bonds are registered under the Book -Entry System and
notice or other communication to the Bondholders is required under this Resolution, unless and
until definitive Replacement Bonds shall have been issued with respect to the Bonds, the City or
the Registrar, as the case may be, shall give to the Securities Depository one copy of each such
notice and communication specified herein or required by this Resolution to be given to the
Beneficial Ovrters of the Bonds.
SECTION 10. COVENANTS OF THE CITY. Except as provided herein, the Bonds
authorized by this Resolution shall be deemed to have been issued pursuant to the Bond
Resolution (to which this Resolution is supplemental) and all of the covenants and agreements
contained in the Bond Resolution shall be deemed to have been made for the benefit of the
18 Resolution No. R -13 -15
Owners of the Bonds issued pursuant to this Resolution, including but not limited to the pledge
by the City of the fledged Revenues.
The Sinking Fluid, the Principal Account, the Interest Account and the Bond
Redemption Account therein, all created and established under the Original Resolution, shall be
continued and maintained as provided in the Original Resolution as long as any of the Bonds,
issued pursuant to the terms and provisions of the Bond Resolution and this Resolution, are
Outstanding. Notwithstanding the foregoing, no Debt Service Reserve Account has been
established with respect to the Bonds.
SECTION 11. RULE 1502 -12 UNDERTAKING. In order to assist the initial
purchasers of the Bonds with respect to compliance with the Rule, the City undertakes and
agrees to provide the information described below to the persons so indicated The City's
undertaking and agreement set forth in this Section 11 shall be for the benefit of the registered
owners and Beneficial Owners of the Bonds.
A. The City undertakes and agrees to provide to the MSRB through EMMA
and to the State of Florida information depository (herein, the "SID") if and when such a SID is
created (i) the City's general purpose financial statements generally consistent with the financial
statements presented as an appendix to the Official Statement relating to the Bonds, and (ii) the
information concerning the Utilities Tax collections within the City with respect to the
Coimnimications Services Tax, and witlh respect to electricity, gas and fuel oil, the Utilities Tax
rate or rates, exemptions from the Utilities Tax and aine:ndinents to any ordinances of the City
regarding the Utilities Tax generally consistent with the information set forth in the OfFleial
19 Resolution No. R -13 -15
Statement under the heading "UTILITIES TAXES." The information referred to in clauses (i)
and (ii) above is herein collectively referred to as the "Annual Information."
B. The Annual Inforration described in 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. The Animal (information referred to in 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 Bonds who request such information and pays to
the City its costs of reproduction and transmission of such Am-mal Information. The City agrees
to provide to the MSRB through EMMA and the SID, if any, timely notice of its failure to
provide the Asninual Information. Such notice shall also indicate the reason for such failure and
when the City reasonably expects such Ainival Information will be available.
C. The Annual Information referred to in paragraph A above and presented as
an appendix to the Official Statement has been prepared in accordance with governinental
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 by the Financial Accounting Standards Board, as in effect from time to tinge, and
such other State mandated accounting principles as in effect froth time to time.
20 Resolution No. R -13 -15
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 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 accow-iting 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 agrees to provide or cause to be provided, in a timely manner not
in excess of ten (10) business days after the occurrence of the event, to the MSRB, through
ENEMA, in ENBIA Compliant Format and the SID, if any, notice of occurrence of any of the
following applicable events with respect to the Bonds:
(1) principal and interest payment delinquencies;
(2) non - payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(S) substitution of credit or liquidity providers, or their failure to
perform;
21 Resolution No. R -13 -15
(5) adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of
Proposed Issue (IRS Form 5701 -TEB) or other material notices or
determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
(7) modifications to rights of holders of the Bonds, if material;
(S) bond calls, if material, and tender offers;
(9) defoasances;
(10) release, substitution or sale of any property securing repayment of
the Bonds, if material (the Bonds are secured solely by the Pledged
Revenues);
(11) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the City
(which is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for the
City in a proceeding under the U.S. Bankruptcy Code or in any
other proceeding under state or federal Iaw in which a court or
governmental authority has assumed jurisdiction over substantially
all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials
or officers in possession but subject to the supervision and orders
22 Resolution No. R -13 -15
of a court or govenunental authority, or the entry of an order
confirming a plan of reorganization, arrangement or liquidation by
a court or goveriunental authority having supervision or
jurisdiction over substantially all of the assets or business of the
City);
(13) the consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets
of the City, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material; and
(14) appointment of a successor or additional trustee or the change of
name of the trustee, if material.
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 Bonds.
F. Notwithstanding any other provision of this Resolution to the contrary
regarding amendments or supplements, the City undertakes and agrees to amend and/or
supplement this Section 11 (including the amendments referred to in paragraph D. above) only
if..
23 Resolution No. R -13 -15
(1) The amendment or supplement is made only in eomiection with .a
change in circumstances existing at the time the Bonds were
originally issued that arises from (1) a change in law, (ii) SEC
pronouncements or interpretations, (iii) a judicial decision
affecting the Rule or (iv) a change in the nature of the City's
operations;
(2) The City's undertaking, as amended, would have complied with
the requirements of the Rule at the time the Bonds were originally
issued after taking into account any amendments or interpretations
of the Rule, as well as any change in circumstances; and
(3) The amendment or supplement does not materially impair the
interests of the registered owners and Beneficial Owners of the
Bonds as detennined by Bond Counsel or by a majority of the
registered owners of the Bonds.
In the event of an amendment or supplement under this Section 11, 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 being presented in the Annual Information.
G. The City's undertaking as set forth in this Section 11 shall terminate if and
when the Bonds are paid or deemed paid within the meaning of Section 4.E. of Article III of the
Original Resolution.
24 Resolution No. R -13 -15
H. The City acknowledges that its undertaking pursuant to the Rule set forth
in this Section 11 is intended to be for the benefit of the registered holders and Beneficial
Owners of the Bonds and shall be enforceable by such holders and Beneficial Owners; provided
that, the holder's and Beneficial Owners' right to enforce the provisions of this undertaing shall
be limited to a right to obtain specific enforcement of the City's obligations hereunder, and any
failure by the City to comply with the provisions of this undertaking shall not be or constitute a
covenant or monetary default with respect to the Bonds under this Resolution.
1, The City reserves the right to satisfy its obligations under this Section I 1
through agents; and the City may appoint such agents without the necessity of amending this
Resolution. The City may also appoint one or more employees of the City to monitor and be
responsible for the City's undertaking hereunder.
SECTION 12. AMENDMENTS TO ORIGINAL RESOLUTION. In addition to
any definitional changes reflected in Section 1 hereof and notwithstanding any other provision in
the Bond Resolution to the contrary, the following text shall be deleted fiom Section 4.D.3. of
Article III of the Original Resolution:
Such municipal bond insurer or bank in the case of a letter of credit
or line of credit shall be one whose municipal bond insurance
policies or unconditional direct pay letters of credit or other type of
credit enhancement insuring or guaranteeing the payment, when
due, of the principal of and interest on municipal bond issues
results in such issues being rated in the highest rating category by
any Rating Agency or Agencies then rating the Bonds, and in the
case the provider of such Reserve Account Credit Facility
Substitute is an insurer, such insurer holds the highest policyholder
rating accorded insurers by the Rating Agency or Agencies then
25 Resolution No. R -13 -15
rating the Bonds and by A.M. Best & Company, or any
comparable service.
In place of such deleted text, the following text shall be added:
Such municipal bond insurer or bank, in the case of a letter of
credit or line of credit, shall be one whose municipal bond
insurance policies or unconditional direct pay letters of credit or
other type of credit enhancement insuring or guaranteeing the
payment when due of the principal of and interest on municipal
bond issues results in such issues being rated in one of the three (3)
highest ratings the Rating Agency or Rating Agencies will rate
municipal bonds as a result of such Bond Insurance Policy or other
Credit Facility. Notwithstanding the foregoing, the City shall have
no obligation to replace any Reserve Account Credit Facility
Substitute if the provider's initial ratings are reduced or withdrawn.
The foregoing amendment shall automatically become effective when the Bonds issued
hereunder represent more than two thirds (213) of the total senior debt issued under the Bond
Resolution.
SECTION 13. ESCROW AGENT. The City hereby appoints U.S. Bank National
Association, as escrow agent (the "Escrow Agent") under the Escrow Deposit Agreement (as
herein defined).
SECTION 14. ESCROW DEPOSIT AGREEMENT. The form, terns and
provisions of the Escrow Deposit Agreement, attached hereto as Exhibit E, 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 or, in the absence of the Mayor, the Vice
Mayor, 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
26 Resolution No. R -13 -15
thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by
the Mayor or, in the absence of the Mayor, the Vice Mayor, upon advice of the City Attorney
and 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 15. PAYING AGENT AND REGISTRAR. U.S. Bank National
Association is hereby appointed as paying agent (the "Paying Agent ") and registrar (the
"Registrar ") for the Bonds.
SECTION 16. REGISTRAR/PAYING AGENT AGREEMENT. The form, terins
and provisions of the Registrar/Paying Agent Agreement, attached hereto as Appendix F,
between the City and the Bond Registrar and Paying Agent, as submitted to this meeting, be and
the same are hereby approved and accepted. The Mayor, the Vice Mayor, Chief Financial
Officer or the City Manager are each hereby authorized and directed to execute and deliver the
Registrar /Paying Agent 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 City, upon advice of the City Attorney and Bond
Counsel, the execution of said Registrar/Paying Agent 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 tei nis thereof.
SECTION 17. MODIFICATION OR AMENDMENT. Except as otherwise
provided in Section I I of this Resolution regarding amendments to the City's undertaking, no
27 Resolution No. R -13 -15
material modification or amendment of this Resolution or of any resolution amendatory thereof
or supplemental thereto, may be made without the consent in writing of the Owners of two- thirds
or more in principal amount of the Bonds then outstanding; provided, however, that no
modification or amendment shall permit a change in the maturity of such Bonds or a reduction in
the rate of interest thereon, or affecting the unconditional promise of the City to pay the interest
of and principal on the Bonds, as the same mature or become due, fiorn the Pledged Revenues, or
reduce such percentage of Owners of such Bonds required above for such modification or
amendments, without the consent of the Owners of all the Bonds.
In addition to the provisions of Section 11 of this Resolution regarding amendments to
the City's undertaldng, this Resolution may be amended, changed, modified and altered without
the consent of the Owners of Bonds, (i) to cure any ambiguity, correct or supplement any
provision contained herein which may be defective or inconsistent with any other provisions
contained herein, (ii) to provide other changes which will not adversely affect the interest of such
Owners, (iii) to maintain the exclusion of interest on the Bonds fiom gross income for federal
income tax purposes, (iv) to secure or maintain a rating on the Bonds, or (v) to implement or
discontinue a Boob -Entty System.
SECTION 18. PURCHASE OF BONDS. The City may at any time purchase any of
the Bonds at prices not greater than the par amount and accrued interest to the date of purchase.
If the City shall purchase any Tenn Bonds in excess of the mandatory redemption requirement
for such year such excess of Term Bonds so purchased shall at the option of the City either be
28 Resolution No. R -13 -15
credited on a pro -rata basis over the remaining mandatory redemption installment dates for such
Teri Bonds or credited against the following year's installinent requirement.
SECTION 19. 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 fiom the
remaining covenants, agreements or provisions, and shall in no way affect the validity of any of
the other provisions ofthis Resolution or of the Bonds.
SECTION 20. FURTHER AUTHORIZATIONS; RATIFICATION OF PRIOR
ACTS. That the Mayor, the Vice Mayor, the City Manager, the Chief Financial Officer, the
Treasurer, the City Clerk, the City Attorney and any other authorized 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. All actions heretofore taken and documents
prepared or executed by or on behalf of the City by any of its authorized officers in connection
with the transactions contemplated hereby, are hereby ratified, confined, approved and adopted.
SECTION 21. 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.
29 Resolution No. R -13 -15
SECTION 22. EFFECTIVE DATE
immediately upon its passage.
That this Resolution shall take effect
30 Resolution No. R -13 -15
PASSED AND ADOPTED in regular session on this the 24 tl, day of February, 2015.
CITY OF DELRAY 13EACH, FLORIDA
By:
�. ,May
or
Attest:
Date of Adoption: February 24, 2015
CITY CLERK.
By: �� \
Name; Ot`
Title: f 2 5
The foregoing Resolution is hereby
approved by me as to form, language and
execution this 24"' day of Febi Liary, 2015- .
By: ��)C)
City Attorney
31 Resolution No. R 13 -15
CITY OF DELRAY BEACH, FLORIDA
UTILITIES TAX REVENUE REFUNDING
AND IMPROVEMENT BONDS, SERIES 2015
LIST OF EX141BITS TO RESOLUTION NO. R- -15
ibit A
2015 Projects
ibit B
Draft: of Suriu -nary Notice of Sale
ibit C
Draft of Preliminary Official Statement
ibit D
Draft of Official Notice of Sale
Exhibit E Draft of Escrow Deposit Agreement
Exhibit F Draft Registrar /Paying Agent Agreement
Resolution No. R -13 -15
EXHIBIT "A"
2015 . Projects
Build a new Fire Station 0 in the same vicinity of the existing Fire Station #3. Estimated
cost is $6,000,000, which includes land and vertical construction; and/or
Beach Amenities Remodeling including showers and benches, widening of sidewalks,
landscaping and lighting. This work is estimated to cost $3,000,000; and/or
Any other municipal capital prof ect in addition to or in replacement of any of the
foregoing.
Resolution No. R -13 -15
EXHIBIT "B"
Draft of Summary Notice of Sale
Resolution No. R -1 ') -1
EXHIBIT "C"
Draft Preliminary Official Statement
Resolution No. R -1 3-15
EY IIBIT "D"
Draft of Official Notice of Sale
Resolution No. R -13 -15
EXMBIT "E"
Draft of Escrow Deposit Agreement
Resolution No. R -13 -15
Draft Registrar /Paying Agent Agreement
WPB/M3393370v9/016797.012500
Resolution No. R -13 -15
Coversheet Page 1 of 2
MEMORANDUM
TO: M ayor and Ci ty Commi ssi oners
FROM: Jack Warner, Chi of Fi nanci al Off i cer
Teresa Cantore, Treasurer
THROUGH: Donald B. Cooper, City Manager
DATE: February 3, 2015
SUBJECT: AGENDA ITEM 9.C.- REGULAR COMM I SSI ON MEETING OF FEBRUARY 24,2015
RESOLUTION NO. 13-15/UTILITIES TAX REVENUE REFUNDING AND I M PROVEM ENT
BOND 2015 SERI ES
BACKGROUND
Proposed Resol uti on No. 13-15 authori zes the i ssuance of not more than $44,000,000 i n Del ray Beach
Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015, for the purpose of refunding
and f i nanci ng certai n muni ci pal proj ects wi thi n the Ci ty. The resol uti on al so i ncl udes, but i s not I i mi ted
to, provi si ons for the appoi ntment of an escrow agent and the approval of the form and del i very of an
escrow deposit agreement, appoi ntment of a payi ng agent/regi strar, and approval of the form of an
off i ci al statement, noti ce of sal e and summary noti ce of sal e.
Approximately $27 million of the proceeds would be used to advance refund $24.33 million of the
City's outstanding Utilities Tax Revenue Bonds, Series 2007. For this proposed refunding, the
esti mated net present val ue debt servi ce savi ngs based on current market condi ti ons i s $ 1.75 mi I I i on,
whi ch i s 7.2 percent of the ref unded bonds par amount. Thi s amount exceeds the general I y accepted
ref undi ng threshol d of 3 percent to 5 percent of ref unded bonds par amount.
Approximately $6.1 million of the proceeds would be used to refund the City's Bond Anticipation
Revenue I mprovement Notes, Seri es 2013, on gi nal I y i ssued to provi de temporary f undi ng of the Beach
Renouri shment and Federal H i ghway Beauti f i cati on proj ects. The notes were i ssued pursuant to a I i ne
of credi t wi th TD Bank, whi ch expi res i n mi d—2016.
Approximately $6 million of the proceeds would be used to finance a replacement for the City's
exi sti ng Fi re Stati on#3, whi ch i s at the end of i is economi c I i f e.
Approximately $3 million of the proceeds would be used to finance projects identified in the City's
Beach Area M aster R an.
The resolution provides for the competitive sale of the Series 2015 Bonds. Public Financial
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Coversheet Page 2 of 2
Management (PFM), the Ci ty's f nand al advisor, wi I I assist the City with evaluation of the competi ti ve
bi ds to determi ne the I owest true i nterest cost provider.
LEGAL DEPARTMENT REVIEW
Approved as to form and I egal sufficiency.
OPERATING COST
Based on current market conditions, the refunding of the 2007 Bonds will generate approximately
$125,000 of annual debt service savi ngs through f i nal maturity of 2032 or approximately $1.75 mi I I i on
on a net present value basis. The$15.1 mi I I i on of proceeds to refund the I i ne of credi t and finance nevv
money capital projects will result in approximately $1.1 million of annual debt service payments
through final maturity of 2035.
TIMING OF TH E REQUEST
Expeditious approval of this proposed resolution will avoid the risk of lost savings due to upward
movement of market interest rates.
FUNDING SOURCE
Debt service on the Bonds will be paid with the City's utilities tax revenues. FY 2015 utilities tax
revenue is budgeted at $9.04 million.
RECOMMENDATION
Recommend approval of Resolution No. 13-15.
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SUMMARY NOTICE OF SALE
City of Delray Beach, Florida
Utilities Tax Revenue Refunding and Improvement Bonds
Series 2015
Bids for the above captioned bonds will be received by the City of Delray Beach, Florida,
(the "City") via Parity until 11:00 A.M. (the "Submittal Deadline"), Eastern time ,
2015 or on such other date as may be established by the City Manager or Chief Financial Officer
of the City or their respective designee no less than ten (10) days after the date of publication of
this notice and communicated by Thomson Municipal Market Monitor not less than twenty (20)
hours prior to the time bids are received (the "Bid Date").
Such bids are to be opened in public as soon as practical after the Submittal Deadline on
said day for the purchase of City of Delray Beach, Florida Utilities Tax Revenue Refunding and
Improvement Bonds, Series 2015 (the "Series 2015 Bonds"). The Series 2015 Bonds will
mature as specified in the Official Notice of Bond Sale. Proceeds of the Series 2015 Bonds shall
be used for the purpose of (i) paying and defeasing certain outstanding revenue bonds of the
City, (ii) financing certain capital projects, and (iii) paying the costs of issuing the Series 2015
Bonds.
The approving opinion of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond
Counsel, will be furnished to the successful bidder at the expense of the City.
Electronic copies of the Preliminary Official Statement and the Official Notice of Bond
Sale relating to the Series 2015 Bonds may be obtained at the website address
www.idealprospectus.com.
City of Delray Beach, Florida
Jack Warner
Chief Financial Officer
Dated: , 2015
W P B/383397069v2/016787.012500
.Preliminary, subject to change.
CITY OF DELRAY BEACH, FLORIDA
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
relating to
Utilities Tax Revenue Bonds, Series 2007
DATED AS OF 1, 2015
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; FINDINGS AND DETERMINATIONS BY THE CITY............... 3
Section1.01. Definitions......................................................................................................3
ARTICLE II ESTABLISHMENT OF TRUST FUND; FLOW OF FUNDS................................. 4
Section 2.01. Creation of Escrow Deposit Trust Fund ........................................................4
Section 2.02. Deposit of Moneys and Payment of Refunded Bonds...................................4
Section 2.03. Irrevocable Trust Created ..............................................................................4
Section 2.04. Purchase of U.S. Obligations.........................................................................4
Section 2.05. Failure to Deliver Initial U.S. Obligations.....................................................4
Section 2.06. Transfers from Trust Fund.............................................................................5
Section 2.07. Investment of Moneys remaining in Trust Fund............................................5
Section2.08. Trust Fund......................................................................................................6
Section 2.09. Transfer of Funds after all Payments Required by this Agreement are
Made ..............................................................................................................6
ARTICLE III CONCERNING THE ESCROW AGENT .............................................................. 6
Section 3.01. Appointment of Escrow Agent......................................................................6
Section 3.02. Acceptance by Escrow Agent........................................................................6
Section 3.03. Liability of Escrow Agent..............................................................................6
Section 3.04. Permitted Acts................................................................................................8
Section 3.05. Successor Escrow Agent................................................................................8
Section 3.06. Receipt of Proceedings ..................................................................................9
Section 3.07. Payment to Escrow Agent and Paying Agent................................................9
Section 3.08. Notices of Redemption and Defeasance......................................................10
ARTICLE IV MISCELLANEOUS.............................................................................................. 10
Section 4.01. Amendments to this Agreement...................................................................10
Section4.02. Severability..................................................................................................12
Section 4.03. Agreement Binding......................................................................................12
Section4.04. Termination..................................................................................................12
Section 4.05. Governing Law............................................................................................12
Section 4.06. Execution by Counterparts...........................................................................12
Section4.07. Notices .........................................................................................................12
i
THIS ESCROW DEPOSIT AGREEMENT, made and entered into as of
1, 2015, 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 U.S. BANK
NATIONAL ASSOCIATION, a national banking association duly organized and existing
under the laws of the United States with a corporate trust office in Jacksonville, 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 December 3, 1991, adopt Resolution No. R-98-91, as amended and
supplemented by Resolution No. R-90-02 adopted by the Commission on December 3, 2002, as
further amended and supplemented by Resolution No. R-21-07 adopted by the Commission on
August 21, 2007 (collectively, the "Prior Resolution")whereby pursuant to such Prior Resolution
the City issued its Utilities Tax Revenue Bonds, Series 2007 (the "Prior Bonds"); and
WHEREAS, the Commission did, on February 24, 2015 adopt Resolution No. R- -15
(the "Bond Resolution"), for the purpose of authorizing a series of Bonds entitled "City of
Delray Beach, Florida Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015
(the "Series 2015 Bonds"), in the initial aggregate principal amount of not exceeding
$ ; and
WHEREAS, the Commission has determined it to be in its best interest to issue the
Series 2015 Bonds in an initial aggregate principal amount of $ for the purpose,
among others, of paying and defeasing certain maturities of the Prior Bonds identified on
Schedule A attached hereto (such Prior Bonds so identified are herein referred to as the
"Refunded Bonds"), pursuant to the terms of the Prior Resolution, the 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 U.S. Obligations (as such term is
defined in the Prior Resolution), 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 and the interest thereon 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 defease 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 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 2015 Bonds and other legally available
moneys of the City, which shall be used in part to purchase U.S. Obligations, which U.S.
Obligations and beginning cash balance shall be sufficient, as verified by The Arbitrage Group,
Inc. in a letter dated , 2015, to pay the principal and 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, which are subject to optional redemption pursuant to the Prior Resolution;
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 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 2015 Bonds and [$ ] made available as a result
of the defeasance of the Refunded Bonds (herein, the"Transferred Money").
DIVISION II
All right, title and interest of the City in and to all income, earnings 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
behalf, and the Escrow Agent is hereby authorized to receive the same at any time as additional
security hereunder.
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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 CITY
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 Prior Resolution.
"Agreement" shall mean this Escrow Deposit Agreement, dated as of 1, 2015,
between the City and the Escrow Agent.
"Annual Debt Service" shall mean, as to the Refunded Bonds, principal paid, principal
called 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 3.07 hereof.
"Total Debt Service" shall mean, as of any date during the period from the date of this
Agreement until June 1, 2017, 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
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
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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.
Section 2.02. 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 2015 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 City represents that the
purchase of the U.S. Obligations and cash being derived from a portion of the proceeds of the
Series 2015 Bonds and the Transferred Moneys deposited into the Trust Fund will, according to
the opinion of The Arbitrage Group, Inc. set forth in its letter dated , 2015, 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 Prior 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 Prior 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.
Section 2.05. Failure to Deliver Initial U.S. Obligations. In the event that there is a
failure, for any reason, of the delivery of any of the U.S. Obligations, as set forth in Schedule B
(the "Initial U.S. Obligations") hereto, at the time of delivery of the Series 2015 Bonds, the
Escrow Agent is hereby authorized to accept other U.S. Obligations (the "Substitute Securities")
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and/or cash in substitution for the Initial U.S. Obligations. Such substitution is subject to receipt
by the City and the Escrow Agent of an independent verification by a nationally recognized
certified public accounting firm acceptable to Greenberg Traurig, P.A. that the Substitute
Securities and/or cash, together with any other U.S. Obligations and cash on deposit with the
Escrow Agent, will be sufficient, without reinvestment (except as directed hereunder), to meet
the requirements for payment of Annual Debt Service and Total Debt Service on the Refunded
Bonds in accordance with the terms of this Agreement and the applicable provisions of the Prior
Resolution. 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 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 (except as directed
hereunder), to meet the requirements for payments of Annual Debt Service and Total Debt
Service on the Refunded Bonds in accordance with the terms of this Agreement and the
applicable provisions of the Prior 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 City are not needed
to pay Annual Debt Service on the Refunded Bonds when due in accordance with this
Agreement and the applicable provisions of the Prior 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 dates of issuance of the Refunded Bonds and
under the Internal Revenue Code of 1986, as amended (the "Code"), cause the interest on 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 Refunded
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 Annual Debt Service on the Refunded Bonds coming due on such
interest payment date or principal payment date. 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.
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 the City, which securities or
periods or interest rates or yields shall be set forth in an opinion to the City from Greenberg
Traurig, P.A., which opinion shall also be to the effect that such reinvestment of such moneys
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will not, under the statutes, rules and regulations then in force and applicable to obligations
issued on the dates of issuance of the Refunded Bonds and under the Code, cause the interest on
the 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 Refunded
Bonds. Such reinvestment of moneys is subject to 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. Any interest income resulting from reinvestment of
moneys, pursuant to this Section 2.07 shall be transferred as directed in writing to the City and
used for any purpose permitted under the Prior 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 Agreement 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 2.05, 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 Agent. The City hereby appoints U.S. Bank
National Association, having a corporate trust office in Jacksonville, Florida, as Escrow Agent
under this Agreement.
Section 3.02. Acceptance by Escrow Agent. 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.
Section 3.03. Liability of Escrow Agent. 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.
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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.
Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be
liable for special, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such
loss or damage and regardless of the form of action. The duties and obligations of the Escrow
Agent shall be determined solely by the express provisions of this Agreement and no implied
covenants or obligations shall be read into this Agreement against the Escrow Agent.
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Any payment obligation of the Escrow Agent hereunder shall be paid from, and is limited
to funds available, established and maintained under this Agreement, and the Escrow Agent shall
not be required to expend its own funds for the performance of its duties hereunder. The Escrow
Agent may act through its agents and attorneys. The Escrow Agent shall not be responsible or
liable for any failure or delay in the performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms;
wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions;
loss or malfunctions of utilities, computer (hardware or software) or communications services;
accidents; labor disputes; acts of civil or military authority or governmental action; it being
understood that the Escrow Agent shall use commercially reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as reasonably
practicable under the circumstances.
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
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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.
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, assignment 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
trust 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 Prior 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. Payment to Escrow Agent and Paving 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
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the date of execution of this Agreement, the compensation under this Agreement, as shown on
the attached Exhibit C, plus reasonable expenses. If the Escrow Agent is required by a
governmental agency or court proceeding initiated by a third party to undertake efforts beyond
that which is set forth herein but related thereto (other than due to the Escrow Agent's negligence
or willful misconduct), the Escrow Agent shall notify the City of the same in writing and the City
shall promptly pay the Escrow Agent for such extraordinary fees, costs and expenses reasonably
and necessarily incurred in connection therewith. 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.
The Paying Agent for the Refunded Bonds is TD Bank, N.A., having a representative
office in , Florida.
Section 3.08. 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 June 1, 2017, with instructions to such
Paying Agent to mail such notice of optional redemption to the registered owners of the
Refunded Bonds, not less than thirty (30) days prior to June 1, 2017. Such notice of redemption,
with respect to the callable Refunded Bonds shall be in substantially the form 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.
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The Escrow Agent shall be entitled to rely conclusively 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
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 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 dates of 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, acceptable to the City and Escrow
Agent, 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 force and
applicable to obligations issued on the dates of issuance of the Refunded Bonds and the Series
2015 Bonds, cause the interest on such Refunded Bonds or the Series 2015 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
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,
11
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. Severability. 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.
Section 4.03. Agreement 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 without regard to conflict of law principles.
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: Jack Warner, Chief Financial Officer
City of Delray Beach, Florida
100 N.W. 1st Avenue
Delray Beach, FL 33444
Tel: 561-343-7177
Email: jwamer @mydelraybeach.com
(b) As to the Escrow Agent: U.S. Bank National Association
225 Water Street, Suite 700
Jacksonville, Florida 32202
Attention: Corporate Trust Department
Tel: 904-358-5382
Fax: 904-358-5374
12
(c) As to the Paying Agent: TD Bank, N.A.
5900 N. Andrews Avenue, 2nd Floor
Fort Lauderdale, FL 33309
Attention: Governmental Bonds
Tel: 954-233-2064
Fax: 954-233-2037
The Escrow Agent shall have the right to accept and act upon directions given pursuant to
this Agreement and delivered using Electronic Means (defined below); provided, however, that
the City shall provide to the Escrow Agent an incumbency certificate listing Authorized Officers
with the City to provide such directions (each an "Authorized Officer") and containing specimen
signatures of such Authorized Officers, which incumbency certificate shall be amended
whenever a person is to be added or deleted from the listing. If the City elects to give the
Escrow Agent directions using Electronic Means and the Escrow Agent in its discretion elects to
act upon such directions, the Escrow Agent's understanding of such directions shall be deemed
controlling. The City understands and agrees that the Escrow Agent cannot determine the
identity of the actual sender of such directions and that the Escrow Agent shall conclusively
presume that directions that purport to have been sent by an Authorized Officer listed on the
incumbency certificate provided to the Escrow Agent have been sent by such Authorized
Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such
directions to the Escrow Agent and that all Authorized Officers treat applicable user and
authorization codes, passwords and/or authentication keys as confidential and with extreme
care. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Escrow Agent's reliance upon and compliance with such directions
notwithstanding such directions conflict or are inconsistent with a subsequent written
direction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to
submit directions to the Escrow Agent, including without limitation the risk of the Escrow Agent
acting on unauthorized directions, and the risk of interception and misuse by third parties; (ii)
that it is fully informed of the protections and risks associated with the various methods of
transmitting directions to the Escrow Agent and that there may be more secure methods of
transmitting directions and (iii) that the security procedures (if any) to be followed in connection
with its transmission of directions provide to it a commercially reasonable degree of protection in
light of its particular needs and circumstances. "Electronic Means" shall mean the following
communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic
transmission containing applicable authorization codes, passwords and/or authentication keys, or
another method or system specified by the Escrow Agent as available for use in connection with
its services hereunder.
[Signature Page Follows]
13
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers and the City's official seal to be hereunto affixed and
attested as of the date of execution set forth below.
(SEAL) CITY OF DELRAY BEACH, FLORIDA
By:
Name:
Title: Mayor
Date of Execution: , 2015
ATTEST:
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent
By:
Vice President
Date of Execution: , 2015
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
City Attorney
14
SCHEDULE A
REFUNDED BONDS
Maturity Principal Interest
Date Amount Rate
06/01/2020 $1,375,000 5.00%
06/01/2021 1,440,000 5.00%
06/01/2022 1,515,000 5.00%
06/01/2023 1,590,000 5.00%
06/01/2024 1,670,000 5.00%
06/01/2025 1,755,000 5.00%
06/01/2026 1,840,000 5.00%
06/01/2027 1,935,000 5.00%
06/01/2032 11,210,000 5.00%
SCHEDULE B
U.S. Obligations - Purchased from Proceeds of the
Series 2015 Bonds [and Transferred Moneys]
Maturity Principal Interest
Date Amount Rate Type Purchase Price
SLGS*
SLGS*
SLGS**
SLGS**
* U.S. Treasury Certificates of Indebtedness(State and Local Government Series)
** U.S. Treasury Note or Bond(State and Local Government Series)
SCHEDULE C
Annual Debt Service and Total Debt Service for Refunded Bonds
payable as indicated below
Series 2007 Bonds
Interest
Payment Date Maturing Principal Called Principal Interest Total
June 1, 2015 -0-
December 1, 2015
June 1, 2016
December 1, 2016
June 1, 2017 $24,330,000
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
$24,635,000'
CITY OF DELRAY BEACH, FLORIDA
Utilities Tax Revenue Bonds, Series 2007
Maturing on June 1, 2020 through and including June 1, 2032
NOTICE IS HEREBY GIVEN that, pursuant to Resolution No. 98-91, adopted by City of
Delray Beach, Florida (the "City"), on December 3, 1991, as amended and supplemented
(collectively, the "Resolution"), the City has irrevocably deposited with U.S. 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 the
outstanding City of Delray Beach, Florida Utilities Tax Revenue Bonds, Series 2007 (the
"Defeased Bonds"), as described above, 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
described below are hereby called for optional redemption on June 1, 2017 (the "Redemption
Date"), at a price of 100% 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.
06/01/2020 $1,375,000 247307 GH8
06/01/2021 1,440,000 247307 GJ4
06/01/2022 1,515,000 247307 GK1
06/01/2023 1,590,000 247307 GL9
06/01/2024 1,670,000 247307 GM7
06/01/2025 1,755,000 247307 GN5
06/01/2026 1,840,000 247307 GPO
06/01/2027 1,935,000 247307 GQ8
06/01/2032 11,210,000 247307GR6
The Defeased Bonds subject to optional redemption on the Redemption Date shall be
presented for payment at the designated corporate trust office of TD Bank, N.A., Corporate Trust
Operations (the "Paying Agent"), 5900 N. Andrews Avenue, 2nd Floor, Fort Lauderdale, Florida
33309. On or after the Redemption Date, no interest shall accrue on said Defeased Bonds.
Original Principal Amount
A-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 U.S.
Bank National Association, as Escrow Agent for the Defeased Bonds.
CITY OF DELRAY BEACH, FLORIDA TD BANK, N.A., as Paying Agent and Bond
Registrar for the Defeased Bonds
Dated , 2017
A-2
Withholding of 28% of gross redemption proceeds of any payment made within the
United States is required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the
"Act"), unless the Paying Agent has the correct taxpayer identification number or exemption
certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate
or equivalent when presenting your securities. The City and the Trustee shall not be responsible
for the use of CUSIP number(s) selected nor is any representation made as to their correctness
indicated in the notice or as printed on any Bond. They are included solely for the convenience
of the Holders.
Instructions to Escrow Agent:
This notice must be filed, by the Escrow Agent, with the Paying Agent, as provided in Section
3.08 of the Escrow Deposit Agreement.
A-3
EXHIBIT B
NOTICE OF DEFEASANCE
CITY OF DELRAY BEACH, FLORIDA
Utilities Tax Revenue Bonds, Series 2007
Maturing on June 1, 2020 through and including November 1, 2032
NOTICE IS HEREBY GIVEN that City of Delray Beach, Florida (the "City"), has
caused to be deposited with U.S. Bank National Association, having a designated corporate trust
office in [Jacksonville, Florida] (the "Escrow Agent"), pursuant to the terms and provisions of a
certain Escrow Deposit Agreement, dated as of 1, 2015 (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 an initial cash balance which will remain
uninvested) in direct obligations of the United States of America (collectively, the "Deposits"),
to pay and defease the City's outstanding Utilities Tax Revenue Bonds, Series 2007 maturing on
June 1, 2020 through and including June 1, 2032 (the "Defeased Bonds").
The Defeased Bonds will be called for optional redemption on June 1, 2017, at a
redemption price of 100% of the principal amount thereof, plus accrued interest to the
redemption date.
In the opinion of The Arbitrage Group, Inc., set forth in their report dated
, 2015, 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.
B-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 filed with the Paying Agent for the Refunded Bonds as soon as
practicable after 2015, with instructions to mail the same to the registered
holders of the Defeased Bonds.
B-2
EXHIBIT C
Acceptance Fee -0-
Escrow Agent Administration Fee
due at Closing and annually thereafter $
Reimbursement of out-of-pocket costs including postage, publication and legal fees, if necessary,
at cost.
W P B/38339707Ov5/016787.012500
C-1
REGISTRAR AND PAYING AGENT AGREEMENT
between
CITY OF DELRAY BEACH, FLORIDA
and
THE BANK OF NEW YORK MELLON
TRUST COMPANY, NATIONAL ASSOCIATION
Pertaining to
City of Delray Beach, Florida
Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015
Dated as of , 2015
TABLE OF CONTENTS
Page
ARTICLE ONE APPOINTMENT OF TRUST COMPANY AS REGISTRAR AND PAYING
AGENT........................................................................................................................................... 1
Section1.01. Appointment. ..................................................................................................... 1
Section1.02. Compensation.................................................................................................... 1
ARTICLE TWO DEFINITIONS.................................................................................................... 2
Section2.01. Definitions......................................................................................................... 2
ARTICLE THREE PAYING AGENT........................................................................................... 3
Section 3.01. Duties of Paying Agent...................................................................................... 3
Section3.02. Payment Dates................................................................................................... 3
ARTICLE FOUR REGISTRAR..................................................................................................... 4
Section 4.01. Transfer and Exchange. ..................................................................................... 4
Section4.02. The Bonds.......................................................................................................... 4
Section 4.03. Form of Register................................................................................................ 4
Section4.04. List of Owners. .................................................................................................. 5
Section 4.05. Cancellation of Bonds ....................................................................................... 5
Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds. ................................................... 5
Section 4.07. Transaction Information to Issuer...................................................................... 6
ARTICLE FIVE THE TRUST COMPANY.................................................................................. 6
Section 5.01. Duties of Trust Company .................................................................................. 6
Section 5.02. Reliance on Documents, etc. ............................................................................. 7
Section 5.03. Recitals of Issuer. .............................................................................................. 7
Section5.04. May Hold Bonds................................................................................................ 8
Section 5.05. Money Held by Trust Company. ....................................................................... 8
Section 5.06. Mergers or Consolidations................................................................................. 8
Section 5.07. Indemnification.................................................................................................. 8
Section5.08. Interpleader........................................................................................................ 8
ARTICLE SIX MISCELLANEOUS PROVISIONS ..................................................................... 9
Section6.01. Amendment ....................................................................................................... 9
Section6.02. Assignment........................................................................................................ 9
Section6.03. Notices............................................................................................................... 9
Section 6.04. Effect of Headings........................................................................................... 10
Section 6.05. Successors and Assigns ................................................................................... 10
Section6.06. Severability...................................................................................................... 10
Section 6.07. Benefits of Agreement..................................................................................... 10
Section 6.08. Entire Agreement............................................................................................. 10
Section6.09. Counterparts..................................................................................................... 10
Section6.10. Termination. .................................................................................................... 10
Section6.11. Governing Law................................................................................................ 10
i
REGISTRAR AND PAYING AGENT AGREEMENT
THIS REGISTRAR AND PAYING AGENT AGREEMENT (the or this "Agreement") is
by and between City of Delray Beach, Florida, a municipal corporation of the State of Florida
(the "Issuer"), and U.S. Bank National Association, a national banking association (the "Trust
Company").
WHEREAS, the Issuer has duly authorized and provided for the issuance of its Utilities
Tax Revenue Refunding and Improvement Bonds, Series 2015 in an original aggregate principal
amount of[AMOUNT] (the "Bonds")to be issued as registered securities without coupons;
WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in
accordance with their terms, will be taken upon the issuance and delivery thereof,
WHEREAS, the Issuer is desirous that the Trust Company act as the Paying Agent of the
Issuer in paying the principal, redemption premium, if any, and interest on the Bonds, in
accordance with the terms thereof, and that the Trust Company act as Registrar for the Bonds;
WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement,
and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance
with its terms, have been done;
NOW, THEREFORE, it is mutually agreed to the following terms:
ARTICLE ONE
APPOINTMENT OF TRUST COMPANY AS
REGISTRAR AND PAYING AGENT
Section 1.01. Appointment.
(a) The Issuer hereby appoints the Trust Company to act as Paying Agent
with respect to the Bonds, in paying to the Owners of the Bonds the principal, redemption
premium, if any, and interest on all or any of the Bonds.
(b) The Issuer hereby appoints the Trust Company as Registrar with respect to
the Bonds. Notwithstanding anything herein to the contrary, the Trust Company shall carry out
all obligations it may have as Paying Agent and Registrar under the Bond Resolution in
accordance with the terms of the Bond Resolution.
(c) The Trust Company hereby accepts its appointment and agrees to act as
the Paying Agent and Registrar.
Section 1.02. Compensation. As compensation for Trust Company's services as
Registrar and Paying Agent, the Issuer agrees to pay the Trust Company the fees and amounts set
forth in Annex A hereto for the first year of this agreement and thereafter while this Agreement
is in effect, the fees and amounts set forth in the Trust Company's current fee schedule then in
effect for services as Registrar and Paying Agent for municipalities. Issuer agrees to reimburse
the Trust Company from legally available funds for any reasonable costs, expenses,
disbursements and advances incurred or made by the Trust Company in accordance with any of
the provisions hereof (including the reasonable compensation and the costs, expenses and
disbursements of its agents and counsel). Such fees, costs and expenses shall be paid to the Trust
Company as billed.
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following terms have the
following meanings when used in this Agreement:
"Bond" or "Bonds" mean any or all of the Issuer's Utilities Tax Revenue Refunding and
Improvement Bonds, Series 2015 dated , 2015.
"Bond Resolution" means the resolution, order or ordinance of the governing body of the
Issuer pursuant to which the Bonds are issued, a copy of which has been certified by an officer of
the Issuer and delivered to the Trust Company.
"Fiscal Year" means the 12 month period ending September 30th of each year or such
other 12-month period as shall be selected by the Issuer.
"Issuer" means the City of Delray Beach, Florida.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name
of the Issuer by any authorized representative of the Issuer and delivered to the Trust Company.
"Legal Holiday" means a day on which the Trust Company is required or authorized to
be closed.
"Owner" means the Person in whose name a Bond is registered in the Register.
"Paying Agent" means the Trust Company when it is performing the functions associated
with the terms in this Agreement.
"Person" means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
"Predecessor Bonds" of any particular Bond means every previous Bond evidencing all
or a portion of the same obligation as that evidenced by such particular Bond (and, for the
purposes of this definition, any Bond registered and delivered under Section 4.06 in lieu of a
mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the same obligation as the
mutilated, lost, destroyed or stolen Bond).
"Register" means a register in which the Issuer shall provide for the registration and
transfer of Bonds.
2
"Responsible Officer" when used with respect to the Trust Company means any vice
president, assistant vice president or other officer of the Trust Company within the Trust
Company Office (or any successor corporate trust office) customarily performing functions
similar to those performed by the persons who at the time shall be such officers, respectively, or
to whom any corporate trust matter is referred at the corporate Trust Company Office because of
such person's knowledge of and familiarity with the particular subject and having direct
responsibility for the administration of this Agreement.
"State" means the State of Florida.
"Stated Maturity" means the dates specified in the Bond Resolution as the fixed dates on
which the principal of a Bond is due and payable or the date fixed in accordance with the terms
of the Bond Resolution for redemption of the Bonds, or any portion thereof, prior to the fixed
maturity date.
"Trust Company" means U.S. Bank National Association, Jacksonville, Florida.
"Trust Company Office" means the designated corporate trust office of the Trust
Company located at [Jacksonville, Florida]. The Trust Company will notify the Issuer in writing
of any change in location of the Trust Company Office.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paving Agent.
(a) The Trust Company, as Paying Agent and on behalf of the Issuer, shall
pay to the Owner, at the Stated Maturity and upon the surrender of the Bond or Bonds so
maturing at the Trust Company Office, the principal amount of the Bond or Bonds then
maturing, provided that the Trust Company shall have been provided by or on behalf of the
Issuer adequate collected funds to make such payment.
(b) The Trust Company, as Paying Agent and on behalf of the Issuer, shall
pay interest when due on the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as
shown in the Register at the close of business on the record date provided for in the Bond
Resolution, provided that the Trust Company shall have been provided by or on behalf of the
Issuer adequate collected funds to make such payments; such payments shall be made by
computing the amount of interest to be paid each Owner, preparing the checks, and mailing the
checks on each interest payment date addressed to each Owner's address as it appears on the
Register.
(c) In the case of registered Owner of $1,000,000 or more of Bonds, the
payments to be made to such Owner may be by wire transfer to a domestic Trust Company
account specified in writing by such Owner if the same is provided for by the terms of the Bond
Resolution.
Section 3.02. Payment Dates. The Issuer hereby instructs the Trust Company to pay the
principal of and interest on the Bonds at the dates specified in the Bond Resolution.
3
ARTICLE FOUR
REGISTRAR
Section 4.01. Transfer and Exchange.
(a) The Issuer shall keep the Register at the Trust Company Office, and
subject to such reasonable written regulations as the Issuer may prescribe, which regulations
shall be furnished the Trust Company herewith or subsequent hereto by Issuer Order, the Issuer
shall provide for the registration and transfer of the Bonds. The Trust Company is hereby
appointed "Registrar" for the purpose of registering and transferring the Bonds as herein
provided. The Trust Company agrees to maintain the Register while it is Registrar.
(b) The Trust Company hereby agrees that at any time while any Bond is
outstanding, the Owner may deliver such Bond to the Trust Company for transfer or exchange,
accompanied by instructions from the Owner, or the duly authorized designee of the Owner,
designating the persons, the maturities, and the principal amounts to and in which such Bond is
to be transferred and the addresses of such persons; the Trust Company shall thereupon, within
not more than three (3) business days, register and deliver such Bond or Bonds as provided in
such instructions. The provisions of the Bond Resolution shall control the procedures for transfer
or exchange set forth herein to the extent such procedures are in conflict with the provisions of
the Bond Resolution.
(c) Every Bond surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfers, in form satisfactory to the Trust Company,
duly executed by the Owner thereof or his attorney duly authorized in writing.
(d) The Trust Company may request any supporting documentation necessary
to effect a re-registration.
(e) No service charge shall be made to the Owner for any registration,
transfer, or exchange of Bond, but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or
exchange of Bonds.
Section 4.02. The Bonds. The Issuer shall, at the request of the Trust Company, provide
an adequate inventory of unregistered Bonds to facilitate transfers. The Trust Company
covenants that it will maintain the unregistered Bonds in safekeeping, which shall be not less
than the care it maintains for debt securities of other governments or corporations for which it
serves as registrar, or which it maintains for its own securities.
Section 4.03. Form of Register. The Trust Company as Registrar will maintain the
records of the Register in accordance with the Trust Company's general practices and procedures
in effect from time to time. The Trust Company shall not be obligated to maintain such Register
in any form other than a form which the Trust Company has currently available and currently
utilizes at the time.
4
Section 4.04. List of Owners.
(a) The Trust Company will provide the Issuer at any time reasonably
requested by the Issuer, upon payment of the actual cost, if any, of reproduction, a copy of the
information contained in the Register. The Issuer may also inspect the information in the
Register at any time the Trust Company is customarily open for business, provided that
reasonable time is allowed the Trust Company to provide an up-to-date listing or to convert the
information into written form.
(b) The Trust Company will not release or disclose the content of the Register
to any person other than to an authorized officer or employee of the Issuer, except upon receipt
of a subpoena or court order. Upon receipt of a subpoena or court order and as permitted by law,
the Trust Company will notify the Issuer so that the Issuer may contest the subpoena or court
order.
Section 4.05. Cancellation of Bonds. All Bonds surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Trust Company, shall be promptly
canceled by it and, if surrendered to the Issuer, shall be delivered to the Trust Company and, if
not already canceled, shall be promptly canceled by the Trust Company. The Issuer may at any
time deliver to the Trust Company for cancellation any Bonds previously certified or registered
and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly canceled by the Trust Company. All canceled Bonds held by the
Trust Company shall be disposed of by the Trust Company as directed in writing by the Issuer or
as otherwise provided by the Bond Resolution. The Trust Company will surrender to the Issuer,
at such reasonable intervals as it determines, certificates of destruction, in lieu of which or in
exchange for which other bonds have been issued or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds.
(a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs
the Trust Company to deliver fully registered Bonds in exchange for or in lieu of mutilated,
destroyed, lost or stolen Bonds as long as the same does not result in an overissuance, all in
conformance with the requirements of the Bond Resolution.
(b) To the extent permitted by the Bond Resolution, if(i) any mutilated Bond
is surrendered to the Trust Company, or the Issuer and the Trust Company receives evidence to
their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the
Issuer and the Trust Company such security or indemnity as may be required by the Issuer and
the Trust Company to save and hold each of them harmless, then the Issuer shall execute and
upon its request the Trust Company shall register and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of
like tenor and principal amount bearing a number not contemporaneously outstanding.
(c) Every new Bond issued pursuant to this Section in lieu of any mutilated,
destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer,
whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by
5
anyone, and shall be entitled to all the benefits of the Bond Resolution equally and ratably with
all other outstanding Bonds.
(d) Upon the satisfaction of the Trust Company and the Issuer that a Bond has
been mutilated, destroyed, lost or stolen, and upon receipt by the Trust Company and the Issuer
of such indemnity or security as they may require, the Trust Company shall cancel the Bond
number on the Bond registered with a notation in the Register that said Bond has been mutilated,
destroyed, lost or stolen, and a new Bond shall be issued of the same series and of like tenor and
principal amount bearing a number, according to the Register not contemporaneously
outstanding.
(e) The Trust Company may charge the Owner the Trust Company's fees,
costs and expenses (including reasonable attorney's fees, costs and expenses, if any) in
connection with issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost or
stolen Bond.
(f) The Issuer hereby accepts the Trust Company's current blanket bond for
lost, stolen, or destroyed bonds and any future substitute blanket bond for lost, stolen, or
destroyed Bonds that the Trust Company may arrange, and agrees that the coverage under any
such blanket bond is acceptable to it and meets the Issuer's requirements as to security or
indemnity. The Trust Company need not notify the Issuer of any changes in the security or other
company giving such bond or the terms of any such bond, provided that the amount of such bond
is not reduced below the amount of the bond on the date of execution of this Agreement. The
blanket bond then utilized by the Trust Company for lost, stolen or destroyed Bonds by the Trust
Company is available for inspection by the Issuer on written request.
Section 4.07. Transaction Information to Issuer. The Trust Company will, within a
reasonable time after receipt of written request from the Issuer, furnish the Issuer information as
to the Bonds it has paid pursuant to Section 3.01, Bonds it has delivered upon the transfer or
exchange of any Bonds pursuant to Section 4.01, and Bonds it has delivered in exchange for or
in lieu of mutilated, destroyed, lost or stolen Bonds pursuant to Section 4.06.
ARTICLE FIVE
THE TRUST COMPANY
Section 5.01. Duties of Trust Company. The Trust Company undertakes to perform
such duties and only such duties as are specifically set forth herein and in accordance with the
Bond Resolution and no implied covenants or obligations should be read into this Agreement
against the Trust Company. The Trust Company hereby agrees to use the funds deposited with it
for payment of the principal of, redemption premium, if any, and interest on the Bonds to pay the
Bonds as the same shall become due and further agrees to establish and maintain all accounts and
funds as may be required for the Trust Company to function as Paying Agent. Notwithstanding
the foregoing, the Trust Company agrees to comply with the applicable procedures of the
Depository Trust Company necessary to carry out its duties hereunder.
6
Section 5.02. Reliance on Documents, etc.
(a) The Trust Company may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on certificates or opinions
furnished to the Trust Company and reasonably believed by the Trust Company to be genuine
and which the Trust Company does not actually know to be incorrect.
(b) The Trust Company shall not be liable for any error of judgment or any act
or steps taken or permitted to be taken in good faith, or for any mistake in law or fact, or for
anything it may do or refrain from doing in connection herewith, except for its own willful
misconduct or negligence.
(c) No provisions of this Agreement shall require the Trust Company to
expend or risk its own funds or otherwise incur any financial liability for performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against
such risks or liability is not assured to it.
(d) The Trust Company may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, certificate, note, security, or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party
or parties. Without limiting the generality of the foregoing statement, the Trust Company need
not examine the ownership of any Bonds, but is fully protected in acting upon receipt of Bonds
containing an endorsement or instruction of transfer or power of transfer which appears on its
face to be signed by the Owner or an attorney-in-fact of the Owner. The Trust Company shall not
be bound to make any investigation into the facts or matters stated in a resolution, certificate,
statement, instrument, opinion, report, notice, direction, consent, order, certificate, note, security
paper or document supplied by Issuer.
(e) The Trust Company may exercise any of the powers hereunder and
perform any duties hereunder either directly or by or through agents, receivers or attorneys of the
Trust Company appointed with due care.
(f) The Trust Company may consult with counsel, and the advice of such
counsel or any opinion of counsel shall be full and complete authorization and protection with
respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance
thereon.
Section 5.03. Recitals of Issuer.
(a) The recitals contained herein, in the Bond Resolution and in the Bonds
shall be taken as the statements of the Issuer, and the Trust Company assumes no responsibility
for their correctness.
(b) The Trust Company shall in no event be liable to the Issuer, any Owner or
Owners or any other Person for any amount due on any Bond.
7
Section 5.04. May Hold Bonds. The Trust Company, in its individual or any other
capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Issuer
with the same rights it would have if it were not the Paying Agent and Registrar, or any other
agent.
Section 5.05. Money Held by Trust Company.
(a) Money held by the Trust Company hereunder need not be segregated from
any other funds provided appropriate accounts are maintained.
(b) The Trust Company shall be under no liability for interest on any money
received by it hereunder.
(c) Any money deposited with the Trust Company for the payment of the
principal, redemption premium, if any, or interest on any Bond and remaining unclaimed for five
years after the date on which such Bonds have become payable shall be returned to the Issuer,
and thereafter the Owner shall look only to the Issuer for payment, without any interest thereon
and the Trust Company shall have no further responsibility with respect to such money.
Section 5.06. Mergers or Consolidations. Any corporation into which the Trust
Company, or any successor to it in the trusts created by this Agreement, may be merged or
converted or with which it or any successor to it may be consolidated, or to which it may sell or
transfer its corporate trust business and assets as a whole or substantially as a whole, or any
corporation resulting from any merger, conversion, consolidation or tax-free reorganization to
which the Trust Company or any successor to it shall be a party shall be the successor Trust
Company 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 5.07. Indemnification. To the extent permitted by law, and only from legally
available funds, the Issuer hereby assumes liability for, and hereby agrees (whether or not any of
the transactions contemplated hereby are consummated) to indemnify, protect, save and keep
harmless the Trust Company and its respective successors, assigns, agents and servants, from and
against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs,
expenses and disbursements (including reasonable legal fees and disbursements), which may be
imposed on, incurred by, or asserted against, at any time, the Trust Company and in any way
relating to or arising out of the execution and delivery of this Agreement, the acceptance of the
funds and securities deposited hereunder, and any payment, transfer or other application of funds
and securities by the Trust Company in accordance with the provisions of this Agreement; or any
other duties of the Trust Company hereunder; provided, however, that the Issuer shall not be
required to indemnify the Trust Company against its own negligence or willful misconduct. In no
event shall the Issuer be liable to any person by reason of the transactions contemplated hereby
other than to the Trust Company as set forth in this Section. The indemnities contained in this
Section shall survive the termination of this Agreement and shall inure to the benefit of the Trust
Company's successors and assigns.
Section 5.08. Interyleader. The Issuer and the Trust Company agree that the Trust
Company may seek adjudication of any adverse claim, demand, or controversy over its persons
8
as well as funds on deposit, waive personal service of any process, and agree that service of
process by certified or registered mail, return receipt requested, to the address set forth in Section
6.03 hereof shall constitute adequate service. The Issuer and the Trust Company further agree
that the Trust Company has the right to file a Bill of Interpleader in any court of competent
jurisdiction to determine the rights of any person claiming any interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereof.
Section 6.02. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver or other document provided or permitted hereby to be given or furnished to the Issuer or
the Trust Company shall be mailed first class postage prepaid or hand delivered to the Issuer or
the Trust Company, or sent by facsimile transmission if confirmed in writing and sent as
specified above, respectively, at the addresses shown below:
(a) if to the Issuer: City of Delray Beach, Florida
100 NW 1 st Avenue
Delray Beach, Florida 33444
Attention: Treasurer
(b) if to the Trust Company: U.S. Bank National Association
225 Water Street, 7m Floor
Jacksonville, FL 32202
Attention: Corporate Trust Department
The Trust Company agrees to accept and act upon instructions or directions pursuant to
this Agreement sent by the Issuer by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods, provided, however, that the Issuer shall provide to the Trust
Company an incumbency certificate listing designated persons with the authority to provide such
instructions, which incumbency certificate shall be amended whenever a person is to be added or
deleted from the listing. If the Issuer elects to give the Trust Company e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trust Company in its
discretion elects to act upon such instructions, the Trust Company's understanding of such
instructions shall be deemed controlling. The Trust Company shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trust Company's reliance upon and
compliance with such instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use
of such electronic methods to submit instructions and directions to the Trust Company, including
without limitation the risk of the Trust Company acting on unauthorized instructions, and the risk
of interception and misuse by third parties.
9
Section 6.04. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns whether so expressed or not.
Section 6.06. Severability. In case any provision herein shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute
the entire agreement between the parties hereto relative to the Trust Company acting as Paying
Agent and Registrar and if any conflict exists between this Agreement and the Bond Resolution,
the Bond Resolution shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.10. Termination.
(a) This Agreement will terminate on the date of final payment by the Trust
Company issuing its checks for the final payment of principal, interest and premiums, if any, on
the Bonds.
(b) This Agreement may be earlier terminated with or without cause upon 60
days written notice by either party. Upon such termination, the Issuer reserves the right to
appoint a successor Paying Agent and Registrar. If such appointment is not made within sixty
(60) days from the date of written notice, the Trust Company shall deliver all records and any
unclaimed funds to the Issuer. However, the Trust Company is entitled to payment of all
outstanding fees, costs and expenses (including reasonable attorney's fees, costs and expenses)
before delivering records to the Issuer. In the event this Agreement is terminated by giving
written notice, then the Trust Company agrees, upon request by the Issuer, to give notice by first-
class mail to all Owners the name and address of the successor Paying Agent and Registrar.
Expenses for such notice shall be paid by the Issuer.
(c) The provision of section 1.02 and of Article Five shall survive, and remain
in full force and effect following, the termination of this Agreement.
Section 6.11. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State without regard to conflict of law principles.
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day of , 2015.
CITY OF DELRAY BEACH, FLORIDA
[SEAL]
By:
Name:
Title: Mayor
ATTEST:
By:
City Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
CITY ATTORNEY
U.S. BANK NATIONAL
ASSOCIATION, as Registrar and Paying
Agent
By:
Name:
Title: Vice President
11
ANNEX A
Fee for services as Registrar and Paying Agent will be $ per year payable
annually in advance.
Out-of-pocket expenses will be reimbursed but shall not exceed reasonable amounts.
W P B/383397072v3/016787.012500
GT Draft#2
02/09/2015
PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY , 2015
NEW ISSUE: FULL BOOK ENTRY RATINGS: S&P: " "Moody's: "
(See "RATINGS"herein)
In the opinion of Greenberg Traurig, P.A., Bond Counsel, under existing statutes, regulations, rulings and court
decisions and assuming the continuing compliance with certain covenants and the accuracy of certain representations,
(a)interest on the 2015 Bonds (as defined below) will be excludable from gross income for federal income tax purposes,
(b)interest on the 2015 Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed
on individuals and corporations, (c)interest on the 2015 Bonds will be taken into account in determining adjusted current
earnings for the purpose of'computing the federal alternative minimum tax imposed on certain corporations, and (d)the 2015
Bonds and the interest thereon will not be subject to taxation under the laws of'the State of Florida,except estate taxes and taxes
under Chapter 220,Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as
defined therein. For a more complete description of such opinions of Bond Counsel,see "TAX MATTERS"herein.
CITY OF DELRAY BEACH,FLORIDA
Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015
Dated: Date of Delivery Due: June 1,as shown on the Inside Cover
The City of Delray Beach,Florida Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015 (the"2015
Bonds")will be issued as fully registered bonds without coupons in principal denominations of$5,000 or any integral multiples
thereof. The 2015 Bonds will be registered in the name of Cede&Co.,as nominee for the Depository Trust Company("DTC"),
New York,New York,and DTC will act as securities depository for the 2015 Bonds. So long as Cede&Co. is the registered
owner of the 2015 Bonds,principal and interest on the 2015 Bonds will be paid directly to Cede&Co.,as nominee for DTC,by
U.S.Bank,National Association,having a designated corporate trust office in Jacksonville,Florida,as paying agent for the 2015
Bonds(the"Paying Agent"). Interest on the 2015 Bonds is payable semi-annually,commencing June 1,2015 and each June 1
and December 1 thereafter.
Certain of the 2015 Bonds are subject to redemption prior to maturity as described herein. See `Description of the
2015 Bonds-Redemption Provisions,"herein.
The proceeds of the 2015 Bonds will be used by the City of Delray Beach, Florida(the "City"), together with other
available moneys,to(i)refund and defease a portion of the City's outstanding$24,635,000 original aggregate principal amount
of Utilities Tax Revenue Bonds,Series 2007,currently outstanding in the aggregate principal amount of$24,470,000(the"2007
Bonds"), described herein, (ii)prepay a portion of the City's outstanding $22,250,000 original aggregate principal amount of
Bond Anticipation Revenue Improvement Notes, Series 2013 (the "Notes"), currently outstanding in the aggregate principal
amount of $11,255,409.42 (iii)finance certain capital projects within the City as described herein, and (iv)pay the costs of
issuance of the 2015 Bonds.
The 2015 Bonds are limited obligations of the City,payable solely from and secured solely by a pledge of and first
priority lien upon the Pledged Revenues(which consist of the proceeds of the City's Utilities Tax(as defined herein)deposited in
the Sinking Fund(as defined herein)on parity with the City's outstanding Utilities Tax Revenue Refunding Bonds,Series 2002
(the "2002 Bonds"), and any 2007 Bonds remaining outstanding after the issuance of the 2015 Bonds, in the manner herein
described. The 2015 Bonds and the interest thereon shall not be and shall not constitute an indebtedness of the City or of the
State of Florida or any political subdivision thereof within the meaning of any constitutional,statutory,charter or other limitation
of indebtedness, and neither the full faith and credit nor the taxing powers of the State of Florida or the City or any political
subdivision thereof are pledged as security for the payment of the principal of or interest on the 2015 Bonds and no holder or
holders of any 2015 Bonds shall ever have the right to compel the exercise of the ad valorem taxing powers of the City, or
taxation in any form of any real property therein to pay the principal of the 2015 Bonds or interest thereon.
Electronic bids for the 2015 Bonds will be received through the Bidcomp/Parity Bid Submission System via remote
bids as described in the Official Notice of Sale.
This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must
read this entire Official Statement to obtain information essential to the making of an informed investment decision.
The 2015 Bonds are offered subject to prior sale when, as and if issued by the City and accepted by the Underwriter
named below, and subject to approval as to legality by Greenburg Traurig,P.A., West Palm Beach,Florida,Bond Counsel to the
City,and certain other conditions. Certain legal matters will be passed on for the City by its City Attorney,Noel M.Pfeffer,Esq.
Public Financial Management,Inc., Orlando,Florida, serves as financial advisor to the City in connection with the issuance of
the 2015 Bonds. Greenberg Traurig, P.A., West Palm Beach, Florida also serves as disclosure counsel for the City. It is
expected that the 2015 Bonds in definitive form will be available for delivery through the facilities of DTC in New York, New
York, on or about March 2015.
Dated:March ,2015
GT Draft#2
02/09/2015
MATURITIES*,PRINCIPAL AMOUNTS*,INTEREST RATES,
PRICES AND INITIAL CUSIP NUMBERS
Maturity* Principal Interest Initial Cusip
June 1 Amount* Rate Price Numbers**
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
*Preliminary,subject to change.
**The City is not responsible for the use of CUSIP numbers,nor is any representation made as to their correctness. They are included solely for
the convenience of the readers of this Official Statement.
CITY OF DELRAY BEACH,FLORIDA
100 N.W. 1st Avenue
Delray Beach,Florida 33444
CITY COMMISSION
Cary Glickstein,Mayor
Shelly Petrolia,Vice Mayor
Jordana L. Jarjura, Deputy Vice Mayor
Adam Frankel, Commissioner
Al Jacquet, Commissioner
CITY OFFICIALS
Donald B. Cooper, City Manager
Jack Warner, Chief Financial Officer
Teresa Cantore,Treasurer
Randal L. Kreicarek, Director of Environmental Services
Isaac Kovner, City Engineer
Chevelle D.Nubin, City Clerk
CITY ATTORNEY
Noel M. Pfeffer, Esquire
BOND COUNSEL/DISCLOSURE COUNSEL
Greenberg Traurig, P.A.
West Palm Beach, Florida
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 2015 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 does not
constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2015
Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer,
solicitation or sale.
The information set forth herein has been obtained from public documents, records and other
sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness, and is
not to be construed as a representation by the Underwriter. The City makes no representation as to any
information from sources other than the information provided by the 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 2015 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 2015 Bonds.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
2015 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The following Official Statement contains a general description of the 2015 Bonds and sets forth
certain information about the City. All summaries and descriptions herein of documents, instruments and
agreements, including the 2015 Bonds, are qualified in their entirety by reference to the complete,
definitive forms of the 2015 Bonds and such documents, instruments and agreements, copies of which are
on file at the office of the City's Chief Financial Officer.
THE 2015 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS
THE RESOLUTION (AS DEFINED HEREIN) BEEN QUALIFIED UNDER THE TRUST
INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN
SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE 2015 BONDS IN
ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF CERTAIN
STATES, IF ANY, IN WHICH THE 2015 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 2015
BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
FORWARD LOOKING STATEMENTS
Certain statements contained herein that are not purely historical, are forward-looking statements,
including statements regarding the City's expectations, hopes, intentions, or strategies regarding the
future. Readers should not place undue reliance on forward-looking statements. All forward-looking
statements included herein are based on information available on the date hereof, and the City and
Underwriter assume no obligation to update any such forward-looking statements. Such forward-looking
statements are necessarily based on various assumptions and estimates and are inherently subject to
various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the
underlying assumptions and estimates and possible changes or developments in social, economic,
business, industry, market, legal, and regulatory circumstances and conditions and actions taken or
omitted to be taken by third parties. Assumptions related to the foregoing involve judgments with respect
to, among other things, future economic conditions which are difficult or impossible to predict accurately
and are beyond the control of the City and the Underwriter. Actual results could differ materially from
those discussed in such forward-looking statements and, therefore, there can be no assurance that the
forward-looking statements included herein will prove to be accurate.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY
FOR PURPOSES OF RULE 15c2-12 PROMULGATED UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO ME
OMITTED PURSUANT TO THE RULE 15c2-12(B)(1).
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN
EITHER BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT"), OR IN ELECTRONIC
FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM; AND
WWW.EMMA.MSRB.ORG. THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT
IS IN ITS ORIGINAL BOUND FORMAT OR IF IT IS PRINTED IN FULL DIRECTLY FROM SUCH
WEBSITES.
TABLE OF CONTENTS
INTRODUCTION........................................................................................................................................ 1
PLANOF FINANCE....................................................................................................................................2
2015 PROJECTS ..........................................................................................................................................3
ESTIMATED SOURCES AND USES OF FUNDS ....................................................................................3
Sourcesof Funds.......................................................................................................................................3
Usesof Funds............................................................................................................................................3
DESCRIPTION OF THE 2015 BONDS......................................................................................................4
General......................................................................................................................................................4
Book-Entry Only System..........................................................................................................................4
Discontinuance of Book-Entry Only System............................................................................................6
Negotiability, Registration and Cancellation............................................................................................7
Transferand Exchange .............................................................................................................................7
RedemptionProvisions.............................................................................................................................7
SECURITY FOR THE 2015 BONDS..........................................................................................................8
General......................................................................................................................................................8
Covenant Concerning Utilities Taxes.......................................................................................................8
ReserveAccount.......................................................................................................................................9
Flowof Funds...........................................................................................................................................9
AdditionalBonds.................................................................................................................................... 10
UTILITIESTAXES.................................................................................................................................... 11
CommunicationsServices Tax............................................................................................................... 13
Exemptionof CST.................................................................................................................................. 14
Collection................................................................................................................................................ 14
UTILITIES/COMMUNICATIONS SERVICES TAX COLLECTIONS .................................................. 14
THECITY .................................................................................................................................................. 14
Locationand Size.................................................................................................................................... 14
BriefDescription..................................................................................................................................... 15
Budgeting,Accounting and Auditing..................................................................................................... 15
Operating Budget for Fiscal Year Ended September 30, 2014............................................................... 16
DEBTSUMMARY .................................................................................................................................... 17
RATINGS ................................................................................................................................................... 17
LEGALITY................................................................................................................................................. 18
CONTINGENCYFEES ............................................................................................................................. 18
i
TAXMATTERS......................................................................................................................................... 18
VERIFICATION OF MATHEMATICAL COMPUTATIONS .................................................................21
UNDERWRITING .....................................................................................................................................21
CONTINUING DISCLOSURE UNDERTAKING....................................................................................21
PENSIONPLANS......................................................................................................................................24
DefinedBenefit Plans.............................................................................................................................24
GASBSTATEMENT NO.45.....................................................................................................................26
ENFORCEABILITY OF REMEDIES .......................................................................................................28
MUNICIPAL BOND INSURANCE OPTION...........................................................................................29
LITIGATION..............................................................................................................................................29
GENERAL PURPOSE FINANCIAL STATEMENTS..............................................................................29
FINANCIALADVISOR............................................................................................................................29
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS.............................................29
MISCELLANEOUS ...................................................................................................................................30
AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT.............31
APPENDIX A GENERAL INFORMATION CONCERNING THE CITY OF DELRAY
BEACH, FLORIDA AND PALM BEACH COUNTY
APPENDIX B CITY OF DELRAY BEACH, FLORIDA GENERAL PURPOSE FINANCIAL
STATEMENTS AND OTHER INFORMATION FOR THE FISCAL YEAR
ENDED SEPTEMBER 30,201[3]
APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION
APPENDIX D FORM OF APPROVING OPINION OF BOND COUNSEL
ii
OFFICIAL STATEMENT
City of Delray Beach,Florida
Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015
INTRODUCTION
The purpose of this Official Statement, which includes its cover page and certain attached
Appendices, is to furnish information with respect to the issuance by the City of Delray Beach, Florida
(the "City") of its Utilities Tax Revenue Refunding and Improvement Bonds, Series 2015 (the "2015
Bonds") in the aggregate principal amount of$
The 2015 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 2007 Bonds are being issued more specifically pursuant to Resolution No. 98-91, adopted by the
City Commission of the City (the "Commission") on December 3, 1991 (the "Original Resolution"), as
amended and supplemented by Resolution No. R-90-02, adopted by the Commission on December 3,
2002 (the "2002 Resolution"), by Resolution No. R-21-07, adopted by the Commission on August 21,
2007 (the "2007 Resolution") and as further amended and supplemented by Resolution No. R-—
adopted by the Commission on February 24, 2015 (the "2015 Resolution," and collectively with the
Original Resolution, the 2002 Resolution and the 2007 Resolution, the "Resolution"). See "APPENDIX
C - SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION"herein.
The 2015 Bonds are limited obligations of the City, payable solely from and secured solely by a
pledge of and first priority lien upon the Pledged Revenues (which consist of the proceeds of the City's
Utilities Tax (as herein defined) levied and collected or received by the City and deposited in the Sinking
Fund (as herein defined) created and established pursuant to the terms and provisions of the Resolution
(sometimes hereinafter referred to as the "Pledged Revenues"), as further described under the heading
"Utilities Taxes" herein. The 2015 Bonds are issued on parity with the City's Outstanding Utilities Tax
Revenue Refunding Bonds, Series 2002 (the "2002 Bonds") issued pursuant to the terms and provisions
of the Original Resolution and the 2002 Resolution, the City's outstanding Utility Tax Revenue Bonds,
Series 2007, (the "2007 Bonds") that remain outstanding after the issuance of the 2015 Bonds (the
"Unrefunded 2007 Bonds"), issued pursuant to the terms of the Original Resolution and the 2007
Resolution.
The City's Bond Anticipation Revenue Improvement Notes, Series 2013, currently outstanding in
the aggregate principal amount of$11,255,409.42 (the "Notes") were issued pursuant to Resolution No.
23-13 adopted by the Commission on April 16, 2013 (the "Note Resolution"). The Notes are not secured
by the Pledged Revenues under the Resolution,but are secured as provided in the Note Resolution.
The 2015 Bonds are being issued in order to provide funds,together with other available moneys,
to (i) refund on an advanced basis that portion of the 2007 Bonds maturing on and after June 1, 2020 (the
"2007 Refunded Bonds"), (ii)prepay a portion of the City's outstanding Notes, in the aggregate principal
amount of $6,100,000* (the "Refunded Notes"), (iii) finance certain capital projects within the City as
described herein (the "2015 Projects"), and(iv)pay the costs of issuance the 2015 Bonds.
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The 2015 Bonds, the 2002 Bonds, the Unrefunded 2007 Bonds, and any other p_Ln passu
additional bonds issued pursuant to the provisions of the Resolution are herein referred to as the "Bonds."
The 2015 Bonds and the interest thereon shall not be and shall not constitute an indebtedness of the City
or of the State of Florida or any political subdivision thereof within the meaning of any constitutional,
statutory, charter or other limitation of indebtedness, and neither the full faith and credit nor the taxing
powers of the State of Florida or the City or any political subdivision thereof arc pledged as security for
the payment of the principal of or interest on the 2015 Bonds and no holder or holders of any 2015 Bonds
shall ever have the right to compel the exercise of the ad valorem taxing powers of the City, or taxation in
any form of any real property therein to pay the principal of the 2015 Bonds or interest thereon.
Capitalized terms not otherwise defined in this Official Statement shall have the same meanings
assigned to such terms in the Resolution. See "APPENDIX C - Summary of Certain Provisions of the
Resolution" herein for certain definitions. The description of the 2015 Bonds,the Resolution and 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 Chief Financial Officer, City of Delray Beach, Florida, 100 N.W. First
Avenue, Delray Beach, FL 33444, (561) 243-7115 or during the offering period of the 2015 Bonds from
Public Financial Management, Inc.,financial advisor to the City, (407) 648-2208.
PLAN OF FINANCE
A portion of the proceeds of the 2015 Bonds will be used to provide for the advance refunding of
the 2007 Refunded Bonds. The City will call the 2007 Refunded Bonds for redemption on June 1, 2017,
at a redemption price equal to 100% of the principal amount of the 2007 Refunded Bonds, without
premium.
To effect the advance refunding of the 2007 Refunded Bonds, the City will enter into an Escrow
Deposit Agreement (the "Escrow Agreement") on or prior to the delivery of the 2015 Bonds with U.S.
Bank, National Association, Jacksonville, Florida (the "Escrow Agent"). Pursuant to the terms of the
Escrow Agreement,the City will deposit a portion of the proceeds of the 2015 Bonds,together with other
legally available moneys of the City, into an escrow deposit trust fund to be maintained by the Escrow
Agent(the "Escrow Deposit Trust Fund"). A portion of such proceeds and moneys will be applied on the
date of delivery of the 2015 Bonds to the purchase of Defeasance Obligations, as defined in the
Resolution, maturing at such times and in such amounts so that the maturing principal, together with the
interest income thereon and any cash held uninvested in the Escrow Deposit Trust Fund,will be sufficient
to pay the principal of and interest due on the 2007 Refunded Bonds to and including June 1, 2017, on
which date the 2007 Refunded Bonds will be redeemed.
Subsequent to the deposit of moneys into the Escrow Deposit Trust Fund and the investment of
such moneys as described in the preceding paragraph,the 2007 Refunded Bonds, in the opinion of Bond
Counsel, rendered in reliance upon schedules verified as to accuracy by the Arbitrage Group, Inc., Buhl,
Alabama, Florida (the "Verification Agent"), will no longer be Outstanding under the provisions of the
Resolution and the right, title and interest of the holders of the 2007 Refunded Bonds in the Pledged
Revenues shall cease, determine and become void. See "VERIFICATION OF MATHEMATICAL
COMPUTATIONS" herein. The 2007 Bonds maturing on June 1, 2015 and June 1, 2016 will remain
Outstanding and entitled to all of the rights and benefits of the Resolution, as such will not be defeased
upon issuance of the 2015 Bonds.
The maturing principal of and interest on the Defeasance Obligations and cash held uninvested in
the Escrow Deposit Trust Fund will not be available to pay principal of and interest on the 2015 Bonds.
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On the date of issuance of the 2015 Bonds, a portion of the proceeds of the 2015 Bonds will be
paid to the holder of the Refunded Notes to prepay $6,100,000 aggregate principal amount outstanding,
together with accrued and unpaid interest on the Refunded Notes, through the payment date. After such
payment, there will be $5,155,409.42 aggregate principal amount of Notes outstanding that are secured
separately as provided in the Note Resolution.
2015 PROJECTS
A portion of the proceeds of the 2015 Bonds will be used,together with other available funds, to
finance the acquisition,construction, of the following projects:
Rebuild a new Fire Station 43 in the same vicinity of the existing Fire Station 43. The City
estimates to spend at least$6.1 million dollars on land acquisition and construction of the building.
Beach Amenity projects, including remodeling of showers and benches, widening sidewalks,
landscaping and lighting. The City estimates costs of approximately$3 million dollars.
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the 2015 Bonds, and other legally available moneys,
are expected to be applied as follows:
Sources of Funds
Principal Amount of 2015 Bonds $
Original Issue Premium/Discount
Other Moneys(')
Total Sources of Funds
Uses of Funds
Deposit to the Escrow Deposit Trust Fund
Prepayment of the Refunded Notes
Deposit to the Acquisition/Construction Fund
Underwriter's Discount
Cost of Issuance
Total Uses of Funds
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DESCRIPTION OF THE 2015 BONDS
General
The 2015 Bonds will be dated the date of delivery and will mature on June 1 of the years and in
the principal amounts set forth on the inside cover page hereof The 2015 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 2015 Bonds is payable semiannually commencing June 1, 2015, and each June 1 and
December I thereafter at the rates per annum set forth on the inside cover page hereof. U.S. Bank,
National Association, having a designated corporate trust office in [Jacksonville], Florida, will serve as
bond registrar (the "Bond Registrar") and paying agent (the "Paying Agent") for the 2015 Bonds. The
2015 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of the Depository
Trust Company("DTC"),New York,New York.
So long as the 2015 Bonds shall he in book-entry form,the principal of and interest on such 2015
Bonds is payable by check or draft mailed or by 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 2015 Bonds will he 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 depository
for the 2015 Bonds. The 2015 Bonds will 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 security certificate will be issued for each maturity of the
2015 Bonds, set forth in the inside cover page of this Official Statement, in the aggregate principal
amount of such 2015 Bonds, and will be deposited with DTC.
DTC, the world's largest securities depository, 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. DTC holds and provides asset servicing for over
3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues and money market
instruments (from over 100 countries)that its participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants' accounts. This eliminates 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 ("DTCC"). DTCC is the holding company
for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard &
Poor's highest rating: AAA. The DTC rules applicable to its Direct and Indirect Participants are on file
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with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com.
Purchases of 2015 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the 2015 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 2015 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. Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
2015 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
beneficial ownership interests in the 2015 Bonds, except in the event that use of the book-entry system for
the 2015 Bonds is discontinued.
To facilitate subsequent transfers, all 2015 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 deposit of 2015 Bonds with DTC and their
registration in the name of Cede & Co., or such other DTC nominee, do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2015 Bonds; DTC's
records reflect only the identity of the Direct Participants to whose accounts such 2015 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 the 2015 Bonds may wish to
take certain steps to augment the transmission to them of notices of significant events with respect to the
2015 Bonds, such as redemptions, tenders, defaults and proposed amendments to the bond documents.
For example, Beneficial Owners of the 2015 Bonds may wish to ascertain that the nominee holding the
2015 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the
alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and
request that copies of notices are provided directly to them.
Redemption notices shall be sent to DTC. If less than all of a Series of 2015 Bonds are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant of
such Series to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the 2015 Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its
usual procedures, DTC mails an Omnibus Proxy to City 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 2015 Bonds are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Redemption proceeds, distributions, and dividend payments on the 2015 Bonds will be made to
Cede & Co., or to 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 Bond Registrar on a payment date in accordance with their respective
holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by
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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 Participant
and not of DTC, its nominee, the Bond Registrar or the City, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of the redemption proceeds, distributions,
and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the City or 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 the Direct and Indirect Participants.
NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY
OR OBLIGATION TO DTC, THE PARTICIPANTS OR THE PERSON FOR WHOM THEY ACT AS
NOMINEES WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR
THE PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE 2015 BONDS. THE CITY WILL
NOT GIVE ANY ASSURANCES THAT DTC, PARTICIPANTS OR OTHERS WILL DISTRIBUTE
PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE 2015 BONDS PAID
TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR ANY NOTICES TO THE
BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC
WILL ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT OR FOR THE
SELECTION BY DTC OR ANY PARTICIPANT OR ANY PERSON TO RECEIVE PAYMENT IN
THE EVENT OF A PARTIAL REDEMPTION OF THE 2015 BONDS; OR ANY OTHER ACTION
TAKEN BY DTC AS BONDHOLDER.
DTC may discontinue providing its services as securities depository with respect to the 2015
Bonds at any time by giving reasonable notice to the City or the Bond Registrar. Under such
circumstances, in the event that a successor securities depository is not obtained, 2015 Bond certificates
are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry-only transfers through DTC
(or a successor securities depository). In that event, Series 2015 Bond certificates will be printed and
delivered to DTC.
So long as Cede &Co., as nominee of DTC is the registered owner of the 2015 Bonds, references
herein to the owners or holders of the 2015 Bonds (other than under the caption "TAX MATTERS"
herein) shall mean Cede &Co. and will not mean the Beneficial Owners of the 2015 Bonds.
For every transfer of ownership interests in the 2015 Bonds, the Beneficial Owner may be
charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in
relation thereto.
THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK-ENTRY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE
RELIABLE, BUT THE CITY WILL NOT TAKE ANY RESPONSIBILITY FOR THE ACCURACY
THEREOF.
Discontinuance of Book-Entry Only System
In the event that the book-entry system is discontinued and the Beneficial Owners become the
registered owners of the 2015 Bonds, interest on each Series 2015 Bond will be paid by check or draft of
the Paying Agent mailed to the person in whose name the Series 2015 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 2015
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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 the 2015 Bonds will be payable upon presentation and
surrender of the 2015 Bonds at the designated corporate trust office of the Paying Agent.
Negotiability,Registration and Cancellation
Subject to the provisions of the Resolution, at the option of any registered owner of the 2015
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 holder of a Series
2015 Bond or his or her duly authorized attorney, and upon payment by such holder of any charges which
the Bond Registrar or the City may make as provided in the Resolution, the 2015 Bonds may be
exchanged for 2015 Bonds of the same series and maturity of any other authorized denominations.
The Bond Registrar shall keep books for the registration of 2015 Bonds and for the registration of
transfers of 2015 Bonds as provided in the Resolution. The 2015 Bonds shall be transferable by the
registered owner thereof in person or by his or her 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 or
her authorized attorney. Upon the transfer of any such Series 2015 Bond,the City shall issue in the name
of the transferee a new Series 2015 Bond or 2015 Bonds.
The City, the Paying Agent and the Bond Registrar shall deem and treat the person in whose
name any Series 2015 Bond shall be registered upon the books kept by the Bond Registrar as the absolute
holder of such Series 2015 Bond, whether such Series 2015 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 2015 Bond as the
same become due and for all other purposes. All such payments so made to any such holder or upon his
or her order shall be valid and effectual to satisfy and discharge the liability upon such Series 2015 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
Subject to the provisions of the Resolution, in all cases in which the privilege of exchanging 2015
Bonds or transferring 2015 Bonds is exercised, the City shall execute and the Bond Registrar shall
authenticate and deliver 2015 Bonds in accordance with the provisions of the Resolution. All 2015 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 2015 Bonds, but the City or the Bond Registrar may require payment of
a sum sufficient to pay taxes, fees 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 (a)transfer or exchange
2015 Bonds for a period from the Record Date to the next ensuing interest payment date on such 2015
Bonds, or fifteen (15) days next preceding any selection of 2015 Bonds to be redeemed or thereafter until
the mailing of any notice of redemption; or (b) transfer or exchange any 2015 Bonds called for
redemption.
Redemption Provisions
Optional Redemption. The 2015 Bonds maturing on June 1, 2026 and thereafter are subject to
redemption, at the option of the City prior to maturity on or after June 1, 2025, in whole at any time or in
part from time to time on the first day of any month in such manner as shall be determined by the City, at
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a redemption price equal to the principal amount of the 2015 Bonds to be redeemed together with accrued
interest to the date fixed for redemption.
If less than all of the 2015 Bonds are called for redemption,the 2015 Bonds to be redeemed shall
be selected in such manner as the City, in its discretion, shall determine, and if less than all of a maturity
shall be called for redemption, the 2015 Bonds to be redeemed shall be selected by lot within such
maturity.
Notice of Redemption. Notice of redemption of the 2015 Bonds shall be mailed, postage prepaid,
by the Bond Registrar at least thirty (30) and not more than sixty (60) days before the date fixed for
redemption to the registered owners of any of the 2015 Bonds or portions of the 2015 Bonds which are to
be redeemed, at their addresses as they appear fifteen (15) days prior to the date such notice is mailed on
the registration books of the City kept by the Bond Registrar.
Such notice of redemption shall set forth (i) the date fixed for redemption, (ii) the redemption
price to be paid, (iii)the name and address of the Bond Registrar, (iv) if less than all of the 2015 Bonds
shall be called for redemption, the distinctive numbers, letters and CUSIP identification numbers, if any,
of such 2015 Bonds to be redeemed, (v) in the case of 2015 Bonds to be redeemed in part only, the
portion of the principal amount thereof to be redeemed, and (vi) any other information the City or the
Bond Registrar deems relevant. Subject to the rules of DTC as the current Securities Depository, in case
any Series 2015 Bond is to be redeemed in part only, the notice of redemption that relates to such Series
2015 Bond shall state also that on or after the redemption date, upon surrender of the Series 2015 Bond, a
new Series 2015 Bond or 2015 Bonds of the same maturity, bearing interest at the same rate and in
aggregate principal amount equal to the unredeemed portion of such Series 2015 Bond, will be issued.
Failure of the registered owner of any 2015 Bonds which are to be redeemed to receive any such notice
shall not affect the validity of the proceedings for the redemption of 2015 Bonds for which proper notice
has been given. Interest shall cease to accrue on any of the 2015 Bonds duly called for prior redemption
if payment of the redemption price has been duly made or provided for.
SECURITY FOR THE 2015 BONDS
General
The principal of and interest on the Bonds including the 2015 Bonds are payable from the
Pledged Revenues and secured by a first lien on and pledge of the Pledged Revenues, which are the
proceeds of the Utilities Tax deposited in the Sinking Fund created and established under the Resolution.
The 2015 Bonds and the interest thereon shall not be and shall not constitute an
indebtedness of the City or of the State of Florida or any political subdivision thereof within the
meaning of any Constitutional, statutory, charter or other limitation of indebtedness, and neither
the full faith and credit nor the taxing powers of the State of Florida or the City or any political
subdivision thereof are pledged or obligated as security for the payment of the principal of or
interest on the 2015 Bonds and no holder or holders of any 2015 Bonds shall ever have the right to
compel the exercise of the ad valorem taxing powers of the City, or taxation in any form of any real
property therein to pay the principal of the 2015 Bonds or interest thereon.
Covenant Concerning Utilities Taxes
The City covenants under the Resolution that, so long as any of the Bonds including the 2015
Bonds remain Outstanding, it shall take all lawful action necessary or required to continue to entitle the
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City to receive the Utilities Tax proceeds and will not take any action which would impair or adversely
affect its receipt of such proceeds. The City further covenants under the Resolution that it shall not repeal
the Utilities Tax Ordinance (as defined herein). To the extent necessary to meet its obligations under the
provisions of the Resolution and to the extent legally permitted, the City shall increase the rate of such
Utilities Tax up to the highest rate permitted by law and shall enact every substitute or supplemental
ordinance that may for any reason become legally necessary, or necessary to comply with the provisions
of the Resolution. The City is required under the Resolution to keep proper books and records regarding
the collection and uses made of the proceeds of the Utilities Tax, and that all records with respect thereto
shall be available for inspection at all reasonable times by the holders of any of the 2015 Bonds. For a
more detailed description of the requirements concerning the City's covenant as to the Utilities Taxes,
please refer to the "Summary of Certain Provisions of the Resolution" contained in APPENDIX C
attached hereto.
Reserve Account
The Resolution provides for the establishment and maintenance of a Debt Service Reserve
Account for each series of bonds issued pursuant to the terms of the Resolution (the "Bonds") in an
amount equal to the Debt Service Reserve Requirement for each such series of Bonds. Unless provided
otherwise by resolution of the City, each such separate Debt Service Reserve Account shall constitute
security only for the series of Bonds to which it relates. The City has not established a Debt Service
Reserve Account for the 2015 Bonds,pursuant to the 2015 Resolution.
Flow of Funds
A brief summary of the deposits required to be made to the various funds and accounts
established under the Resolution is provided below. For a more detailed description of such deposits,
reference should be made to the Summary of Certain Provisions of the Resolution contained in
APPENDIX C attached hereto.
All or a portion of the Utilities Tax proceeds collected by the City each month will be deposited
in the Sinking Fund in the following manner and amounts (such Utilities Tax proceeds deposited in the
Sinking Fund are referred to herein as the "Pledged Revenues"):
(a) On the fifteenth (15th) day of each month, beginning with the fifteenth (15th) day of the
first full calendar month following the date of issuance of any series of Bonds to the
credit of the Interest Account, an amount equal to the sum of one- sixth (116th) of the
interest becoming due on the 2015 Bonds on the next succeeding Interest Payment Date;
(b) On the fifteenth (15th) day of each month in each year, to the credit of the Principal
Account, an amount equal to one-twelfth (1/12th) of the principal of all Bonds, payable
by their respective stated terms within the next succeeding twelve (12)months;
(c) On the fifteenth (15th) day of each month in each year, to the credit of the Bond
Redemption Account, one-twelfth ( 1/12th) of the amount required for the payment of
any Term Bonds required to be paid on the next succeeding installment payment date;
(d) To the extent not funded from the proceeds of the Bonds or covered by a Reserve
Account Credit Facility Substitute, to the full extent necessary, for deposit into each of
the Debt Service Reserve Accounts established with respect to any series of Bonds on the
fifteenth (15th) day of each month in each year beginning with the fifteenth (15th) day of
9
the first full calendar month following the date of issuance of any series of Bonds, such
sums as shall be sufficient to pay an amount equal to one-twelfth (1/12th) of twenty
percent (20%) of the Debt Service Reserve Account Requirement applicable to each
series of Bonds;
(e) To the repayment of any obligations owed to the provider(s) of a Reserve Account Credit
Facility Substitute (pro rata, if necessary) and then to the payment of any subordinated
indebtedness issued by the City pursuant to the Resolution; and
(f) The balance, if any, remaining in the Sinking Fund after making the deposits described in
clauses (a)through (e) above and after all deficiencies thereof have been remedied, may
be released by the City from the lien of the Resolution and used for any lawful municipal
purpose.
If the amount deposited in any month to the credit of any of the accounts mentioned in (a)
through (d), inclusive, above shall be less than the amount required to be deposited therein under the
Resolution,the requirement therefor shall nevertheless be cumulative and the amount of any deficiency in
any month shall be added to the amount otherwise required to be deposited in each month thereafter until
such time as all such deficiencies have been made up. Any interest earned on the amounts held to the
credit of the Principal Account, Bond Redemption Account and Debt Service Reserve Accounts shall be
transferred to the credit of the Interest Account and credited against the amount required to be deposited
therein as described in clause (a) above.
Notwithstanding the foregoing provisions of the Resolution described in clauses (a) through (d)
above, if there shall be to the credit of the Interest Account, Principal Account or Bond Redemption
Account the amount required to be on deposit in such accounts on the next succeeding Interest Payment
Date, principal payment date, or due date of any term bonds called for redemption, respectively, no
further deposit to any such account, as the case may be, shall then be required on account of the
requirements described in said clauses (a)through(c) above.
Additional Bonds
The City is authorized under the Resolution to issue Perri passu additional bonds, payable and
secured equally and ratably with the 2002 Bonds, the Unrefunded 2007 Bonds, the 2015 Bonds and any
other Outstanding series of Perri passu additional bonds, for any lawful purposes. Each such series of Perri
passu additional Bonds shall be on parity with and shall be entitled to the same benefits and security
under the Resolution as the 2002 Bonds, the Unrefunded 2007 Bonds, the 2015 Bonds and any other
Outstanding series of Perri passu additional bonds (except as to any Debt Service Reserve Account
established solely for any one or more series of Bonds);provided,however,that in addition to compliance
with certain other conditions as set forth under the Resolution, the following conditions are complied
with:
(a) The City must be current in all deposits required to be made into the various funds and
accounts established under the Resolution and all payments required to have been
theretofore deposited or made by the City under the provisions of the Resolution and any
supplemental resolution hereafter adopted for the issuance of additional bonds. The City
must also comply with the covenants and provisions of the Resolution and any resolution
supplemental thereto adopted for the purpose of the issuance of such additional bonds.
(b) The Utilities Tax proceeds collected by the City in any consecutive twelve (12) month
period during the eighteen (18) month period immediately preceding the month in which
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the pAri passu additional bonds are being issued, as certified by the City's Finance
Director, shall be equal to at least one hundred twenty-five per centum (125%) of the
Maximum Annual Debt Service Requirements on the Bonds then outstanding, any pari
passu additional bonds then outstanding and the p.Ln passu additional bonds then
proposed to be issued.
(c) In the event any » passu additional bonds are issued for the purpose of refunding the
2002 Bonds, the Unrefunded 2007 Bonds, the 2015 Bonds, or any other a�ri passu
additional bonds then Outstanding, the provisions of the Resolution described in the
foregoing paragraph shall not apply, provided that the issuance of such aari passu
additional bonds shall result in a reduction in, or shall not increase, the total annual debt
service payments over the life of the Bonds being refunded.
UTILITIES TAXES
As used in the Resolution and herein,the term "Utilities Tax" means the tax imposed by the City
on each and every purchase in the City of electricity, metered and bottled gas (natural liquified petroleum
gas or manufactured) and the tax the City receives on communications services (the "Communications
Services Tax" or "CST") pursuant to the provisions of the Communications Services Tax Simplification
Law codified as Chapter 202, Florida Statutes, as amended and supplemented. Said term shall also apply
to all taxes imposed by the City on the purchase of utility services other than water and communication
services,whether levied in the amounts prescribed by the Utilities Tax Ordinance (as defined herein) or in
any other amounts and whether imposed on the purchase of the same utilities services or any other or
additional utilities services, by amendment to the Utilities Tax Ordinance or such other resolution or
ordinance of the City. This definition shall be applicable to the 2002 Bonds,the Unrefunded 2007 Bonds,
the 2015 Bonds and all p-gi passu additional bonds issued pursuant to the Resolution. The City has
covenanted in the Resolution that it will take all action permitted by law to collect the Utilities Tax
proceeds in the amount necessary to meet the requirements under the Resolution.
Section 166.231, Florida Statutes, as amended, authorizes any Florida municipality to levy a tax
on the purchase within such municipality of electricity, metered natural gas, liquified petroleum gas either
metered or bottled, manufactured gas either metered or bottled and water service. Currently, the tax on
the foregoing services may not exceed ten percent (10%) of the payments received by the sellers of such
utilities service from purchasers, except in the case of fuel oil for which the maximum tax is four(4) cents
per gallon. However, for municipalities levying less than the maximum rate of ten percent (10%), the
maximum tax on fuel oil shall bear the same proportion to four (4) cents per gallon which the tax rate
actually levied for the utilities with a maximum rate of ten percent (10%) bears to ten percent (10%).
Utilities taxes must be collected by the seller of the utilities service from purchasers at the time of
payment for such service and remitted to the taxing municipality as prescribed by ordinance of the
municipality.
Certain taxable purchases and certain purchasers of taxable services are exempt from the levy of
such utilities taxes by municipalities as follows:
(a) The purchase of natural gas, manufactured gas or fuel oil by a public or private utility,
either for resale or for use as a fuel in the generation of electricity, or the purchase of fuel
oil or kerosene for use as an aircraft engine fuel or propellant or for use in internal
combustion engines is exempt from the levy of the utilities tax.
(b) A municipality may exempt from the utilities tax the purchase of metered or bottled gas
(natural liquified petroleum gas or manufactured) or fuel oil for agricultural purposes.
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(c) A municipality may exempt from the utilities tax imposed any amount up to, and
including, the total amount of electricity, metered natural gas, liquified petroleum gas
either metered or bottled, or manufactured gas either metered or bottled purchased per
month, or reduce the rate of taxation on the purchase of such electricity or gas when
purchased by an industrial consumer which uses the electricity or gas directly in
industrial manufacturing, processing, compounding, or a production process, at a fixed
location in the municipality, of items of tangible personal property for sale. The
municipality shall establish the requirements for qualification for this exemption in the
manner prescribed by ordinance. Possession by a seller of a written certification by the
purchaser, certifying the purchaser's entitlement to an exemption described herein,
relieves the seller from the responsibility of collecting the tax on the nontaxable amounts,
and the municipality shall look solely to the purchaser for recovery of such tax if it
determines that the purchaser was not entitled to the exemption.
(d) A municipality may exempt any amount up to, and including,the first 500 kilowatt hours
of electricity purchased per month for residential use, and such exemption shall apply to
each separate residential unit regardless of whether such unit is on a separate meter or a
central meter, and shall be passed on to each individual tenant.
(e) Purchases by the United States Government,the State of Florida, and all counties, school
districts and municipalities of the State of Florida, and by public bodies exempted by law
or court order, are exempt from the levy of such tax. A municipality may exempt from
the levy of such tax purchases of taxable items by any towns, villages, special tax school
districts, special road and bridge districts, bridge districts, and all other districts in the
State of Florida, as well as certain nonprofit corporations or cooperative associations
which provide water utility services to no more than 13,500 equivalent residential units,
ownership of which will revert to a political subdivision upon retirement of all
outstanding indebtedness, and shall exempt purchases by any recognized church in the
State of Florida for use exclusively for church purposes.
(f) A municipality may exempt not less than fifty percent (50%) of the utilities tax imposed
on purchasers of electrical energy who are determined to be eligible for the exemption
provided by Section 212.08(15), Florida Statutes by the Department of Revenue.
(g) A municipality may enact an ordinance for exemption of an area nominated as an
enterprise zone pursuant to Section 290.0055, Florida Statutes that has not yet been
designated pursuant to Section 290.0065, Florida Statutes, provided, however, that
eligibility for such exemption shall expire on December 31, 2005, except that any
qualified business located within an enterprise zone which has satisfied the requirements
of Section 166.231 (8), Florida Statutes prior to December 31, 2005, shall continue to be
exempt from the utilities tax(subject to the limitations set forth therein) after that date.
Chapter 50 of Title V entitled "Public Works" of the City's Code of Ordinances, as amended,
contains the terms of the City's levy of its Utilities Tax(the "Utility Tax Ordinance"). The City currently
levies the Utility Tax at the rate of 10% on sales of electricity and on the sale of metered or bottled gas
(natural liquified petroleum gas or manufactured). The City also levies a tax on the sale of fuel oil in the
amount of$0.04 per gallon.
Residential dwelling units are exempted from the electricity portion of the Utility Tax for the first
ninety (90) kilowatt hours per month, then such residence will be subject to the tax on the sale of
electricity. Also,the Utilities Tax is not charged with respect to any fuel adjustment charge on the bill.
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The purchase of natural gas or fuel oil by a public or private utility, either for resale or for use as
fuel in the generation of electricity, or the purchase of fuel oil or kerosene for use as an aircraft engine
fuel or propellant or for use in internal combustion engines is exempt from the City's Utilities Tax. Also
exempted from the City's Utilities Tax are: the United States Government,the State of Florida, counties,
school districts, municipalities of the State of Florida, towns, villages, special tax school districts, special
road and bridge districts,bridge districts, all other districts in the State of Florida,public bodies exempted
by law or court order and any recognized church if used exclusively for church purposes. The City
Commission is solely responsible for setting or revising the Utilities Tax it levies, which it accomplishes
through amendments and supplements to the Utilities Tax Ordinance.
Communications Services Tax
The Original Resolution defined "Utilities Tax" as the tax imposed by the City on each and every
purchase in the City of electricity, metered and bottled gas (natural liquified petroleum gas or
manufactured), and telecommunication services. However, effective October 1, 2001, the Legislature of
the State of Florida repealed the authorization for the levy by counties and municipalities, including the
City, of the utilities or public service tax on telecommunication services and instead authorized the
implementation of the Communications Services Tax or "CST." The CST was intended to replace
repealed local sources such as the City's Utilities Tax on telecommunication services. The legislative
change was codified in Chapter 202, Florida Statutes, as amended and supplemented (herein the "CST
Act").
The CST includes, but is not limited to, a tax on land line telephone services, including long
distance,wireless telephone services, cable television services,pager services and facsimile services. The
CST on communication services is charged to the service addresses within the City.
In the CST Act, the Florida Legislature levied a local CST for each county and municipality at a
conversion rate calculated to produce an amount of revenue for each respective local government equal to
the amount of revenue the local government would have received from the repealed sources. The
aforementioned conversion rates were reduced on October 1, 2002 for that fiscal year and each fiscal year
thereafter since the first year the CST was in effect it was increased because of a transition lag.
The CST Act authorized each local government to increase the CST to a maximum rate that was
below the specified conversion rate found for that unit of local government in the CST Act. The
maximum rate for municipalities, including the City, is 5.1 percent (5.1 0%). Under the CST Act, if the
local government forgoes collecting a permit fee it may increase the maximum rate by an add-on rate. In
the case of municipalities, including the City,the add-on rate is 0.12 percent(.12%)which combined with
the maximum rate for the City creates an annualized rate of 5.22 percent(5.22%).
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Exemption of CST
The CST Act exempts all purchases by the federal government and its agencies and
instrumentalities,the State of Florida and any county, municipality or political subdivision of the State of
Florida and any religious or educational organization exempt from federal income tax under Section 501
(c)(3)of the Internal Revenue Code.
Collection
The CST must be collected by the provider from purchasers and remitted to the State of Florida
Department of Revenue (the "Department"). The proceeds of the CST, less the Department's costs of
administration, are transferred to the Communications Services Tax Clearing Trust Fund held by the
Department and distributed to the City on a monthly basis.
UTILITIES/COMMUNICATIONS SERVICES TAX COLLECTIONS
The following table sets forth information about Utilities/Communications Services Tax proceeds
collected by the City in each of the City's last five (5) full fiscal years, as compared with debt service
requirements.
City of Delray Beach
Utilities Tax Collections/Debt Service Coverage
Year Ended September 30
2010 2011 2012 2013 2014
(unaudited)
Utility Taxes(Electric,gas,fuel) $5,079,018 $5,066,109 $5,149,785 $5,150,000
Communications Services Tax 3,959,125 3,711,866 3,655,858 3,675,000
Total $9,038,143 $8,777,975 $8,805,643 $8,825,000
Debt Service
Annual $1,832,660 $1,831,160 $1,823,240 $1,829,500
Maximum 2,592,250 2,592,250 2,592,250 2,592,250 2,592,250
Debt Service Coverage
Annual 4.94x 4.97x 4.83x 4.83x
Maximum 3.49x 3.51x 3.40x 3.41x
Source: Comprehensive Annual Financial Reports of the City.
THE CITY
Location and Size
The City is a municipal corporation organized and existing under the laws of the State of Florida.
The City, located on Florida's Gold Coast, is the third largest city in Palm Beach County with an
estimated permanent population of [61,801] (as of 2014) with another estimated 12,600 seasonal
residents, and sixteen square miles within its municipal boundaries. Lying 18 miles south of West Palm
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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.
The City is governed by a City Commission and operates under a Commission-Manager form of
government. The City Commission appoints a full-time City Manager, and a full-time City Attorney.
The City employs a full-time Chief Financial Officer, who has the responsibility for all internal auditing
and financial record keeping operations of the City.
Brief Description
The City is primarily a residential community of homes and condominium apartments with a
balance of commercial, light industrial and government complexes. It is a mature community with
[100%] build-out and,therefore, its focus is not upon growth, but upon quality development of remaining
vacant areas and redevelopment of areas in a state of decline or deterioration. 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 boating
and salt water fishing. Lake Ida, adjacent to the City, also provides fishing and water skiing.
Further information on the City is contained in "APPENDIX A General Information Concerning
the City of Delray Beach,Florida and Palm Beach County."
Budgeting,Accounting and Auditing
The City follows these procedures in establishing the budgetary data reflected in its general
purpose financial statements:
1. No later than the first regular Commission meeting in August, 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 place of the public hearing for budget acceptance.
4. The public hearing is held to obtain final taxpayer input and to adopt the final budget.
5. The budget and related millage rates are legally enacted through passage of separate
resolutions.
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 departmental expenditures may be approved at the administrative level. Accordingly,the legal level
of control is at the department level. All unencumbered balances lapse at year end.
The City reports major governmental funds consisting of a General Fund and a Capital
Improvements Fund, a major Proprietary Fund consisting of a Water and Sewer Fund; as well as Internal
Service Funds and Pension Trust Funds.
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Non-appropriated budgets, which are not legally adopted or legally required to be adopted, are
prepared for the Law Enforcement Trust Fund, Community Development Fund, Beautification Fund,
Tennis Stadium Fund, Water and Sewer Fund, Delray Beach Municipal Golf Course Fund, Lakeview
Golf Course Fund, City Marina Fund, Sanitation Fund, Stormwater Utility Fund, Central Garage Fund
and the Insurance 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 30,2014
Total budgeted operating revenues and other financing sources for the General Fund for fiscal
year ended September 30, 2014 are $ . See "APPENDIX B - City of Delray Beach, Florida
General Purpose Financial Statements and other Information for the Fiscal Year ended September 30,
[2014]."
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 2014 fiscal year (September 30, 2014), total
revenues were %of the annual budget amount and total expenditures were %of the annual budget
amount.
[Balance of Page Intentionally Left Blank]
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DEBT SUMMARY
The only Bonds currently Outstanding secured by the Pledged Revenues are the 2002 Bonds,
issued on December 19, 2002, and the Unrefunded 2007 Bonds. The table below sets forth the
outstanding debt service requirements for the 2002 Bonds, the Unrefunded 2007 Bonds and the 2015
Bonds:
Period
Ending 2015 Bonds 2015 Bonds 2015 Bonds Outstanding Total Debt
June 1 Principal Interest Debt Service Debt Service Service
2015 $ 531,480
2016 552,120
2017 -
2018 -
2019 -
2020 -
2021 -
2022 -
2023 -
2024 -
2025 -
2026 -
2027 -
2028 -
2029 -
2030 -
2031 -
2032 -
TOTALS $1,083,600
RATINGS
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Public Finance Ratings
Services, a division of McGraw-Hill Companies ("S&P") have assigned the 2015 Bonds underlying
ratings of"_"and" "respectively.
Such ratings reflect only the views of the aforesaid credit rating organizations, and any desired
explanation of the significance of these ratings should be obtained only from the rating agency furnishing
the same, at the following addresses: S&P at 55 Water Street,New York,New York 10041 and Moody's
at 99 Church Street,New York,New York 10007.
Generally, a rating agency bases its rating on the information and materials furnished to it and on
investigations, studies and assumptions of its own. 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 if, 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 2015
Bonds.
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LEGALITY
Certain legal matters in connection with the issuance of the 2015 Bonds are subject to the
approval of Greenberg Traurig, P.A., West Palm Beach, Florida, Bond Counsel, whose Bond Counsel
opinion will be available at the time of delivery of the 2015 Bonds. The proposed form of such opinion
of Bond Counsel is attached hereto as APPENDIX D. Certain legal matters will be passed upon for the
City by its City Attorney,Noel M. Pfeffer, Esquire. Greenberg Traurig, P.A. is also serving as Disclosure
Counsel to the City.
The actual Bond Counsel opinion to be delivered may vary from the form attached hereto to
reflect facts and law on the date of delivery. Such Bond Counsel opinion and the other opinions delivered
at the closing of the 2015 Bonds will speak only as of their date, and subsequent distribution of the
opinions by recirculation of this Official Statement or otherwise shall create no implication that Bond
Counsel or the City Attorney has reviewed or expresses any opinion concerning any of the matters
referenced in the opinions subsequent to their date of issuance.
CONTINGENCY FEES
The City has retained Bond Counsel, Disclosure Counsel, its financial advisor, the Paying Agent
and the Registrar with respect to the authorization, sale, execution and delivery of the 2015 Bonds.
Payment of the fees of such professionals are each contingent upon the issuance of the 2015 Bonds.
TAX MATTERS
General Matters. The Internal Revenue Code of 1986, as amended (the "Code"), includes
requirements which the City must continue to meet after the issuance of the 2015 Bonds in order that the
interest on the 2015 Bonds be and remain excludable from gross income for federal income tax purposes.
The City's failure to meet these requirements may cause the interest on the 2015 Bonds to be included in
gross income for federal income tax purposes retroactively to the date of issuance of the 2015 Bonds.
The City has covenanted to take the actions required by the Code in order to maintain the exclusion from
gross income for federal income tax purposes of interest on the 2015 Bonds.
In the opinion of Bond Counsel, under existing statutes, regulations, rulings and court decisions
and assuming the continuing compliance with certain covenants and the accuracy of certain
representations, (a)interest on the 2015 Bonds will be excludable from gross income for federal income
tax purposes, (b) interest on the 2015 Bonds will not be an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations, (c) interest on the 2015 Bonds
will be taken into account in determining adjusted current earnings for the purpose of computing the
federal alternative minimum tax imposed on certain corporations, and (d)the 2015 Bonds and the interest
thereon will not be subject to taxation under the laws of the State of Florida, except estate taxes and taxes
under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned
by corporations as defined therein. Bond Counsel will express no opinion as to any other tax
consequences regarding the 2015 Bonds. Prospective purchasers of the 2015 Bonds should consult their
own tax advisors as to the status of interest on the 2015 Bonds under the tax laws of any state other than
the State of Florida.
Bond Counsel's opinions are based on existing law, which is subject to change. Such opinions
are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel
assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may
thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or
18
become effective. Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are
not binding on the Internal Revenue Service or the courts. Rather, such opinions represent Bond
Counsel's professional judgment based on its review of existing law, and in reliance on the
representations and covenants that it deems relevant to such opinion.
Original Issue Discount. The 2015 Bonds that have an original yield above their respective
interest rates, as shown on the inside cover of this Official Statement (collectively, the "Discount
Bonds"), are being sold at an original issue discount. The difference between the initial public offering
prices of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue
discount treated in the same manner for federal income tax purposes as interest, as described above.
The amount of original issue discount that is treated as having accrued with respect to a Discount
Bond is added to the cost basis of the owner of the bond in determining, for federal income tax purposes,
gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at
maturity). Amounts received upon disposition of such Discount Bond that are attributable to accrued
original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal
income tax purposes.
Original issue discount is treated as compounding semiannually, at a rate determined by reference
to the yield to maturity of each individual Discount Bond, on days that are determined by reference to the
maturity date of such Discount Bond. The amount treated as original issue discount on such Discount
Bond for a particular semiannual accrual period is equal to (a) the product of(i)the yield to maturity for
such Discount Bond (determined by compounding at the close of each accrual period) and (ii)the amount
that would have been the tax basis of such Discount Bond at the beginning of the particular accrual period
if held by the original purchaser, (b) less the amount of any interest payable for such Discount Bond
during the accrual period. The tax basis for purposes of the preceding sentence is determined by adding
to the initial public offering price on such Discount Bond the sum of the amounts that have been treated
as original issue discount for such purposes during all prior periods. If such Discount Bond is sold
between semiannual compounding dates, original issue discount that would have been accrued for that
semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts
among the days in such compounding period.
Owners of Discount Bonds should consult their tax advisors with respect to the determination and
treatment of original issue discount accrued as of any date and with respect to the state and local tax
consequences of owning a Discount Bond. Subsequent purchasers of Discount Bonds that purchase such
bonds for a price that is higher or lower than the "adjusted issue price" of the bonds at the time of
purchase should consult their tax advisors as to the effect on the accrual of original issue discount.
Original Issue Premium. The 2015 Bonds that have an original yield below their respective
interest rates, as shown on the inside cover of this Official Statement (collectively, the "Premium
Bonds"), are being sold at a premium. An amount equal to the excess of the issue price of a Premium
Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. A
purchaser of a Premium Bond must amortize any premium over such Premium Bond's term using
constant yield principles, based on the purchaser's yield to maturity (or, in the case of Premium Bonds
callable prior to their maturity, generally by amortizing the premium to the call date, based on the
purchaser's yield to the call date and giving effect to any call premium). As premium is amortized, the
amount of the amortization offsets a corresponding amount of interest for the period, and the purchaser's
basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain(or
decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such
Premium Bond prior to its maturity. Even though the purchaser's basis may be reduced, no federal
income tax deduction is allowed. Purchasers of the Premium Bonds should consult their tax advisors with
19
respect to the determination and treatment of premium for federal income tax purposes and with respect to
the state and local tax consequences of owning a Premium Bond.
Except as described above under this heading "TAX MATTERS," Bond Counsel will express no
opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest
on the 2015 Bonds, or the ownership or disposition of the 2015 Bonds. Prospective purchasers of 2015
Bonds should be aware that the ownership of 2015 Bonds may result in other collateral federal tax
consequences, including (a)the denial of a deduction for interest on indebtedness incurred or continued to
purchase or carry the 2015 Bonds, (b) the reduction of the loss reserve deduction for property and
casualty insurance companies by 15 percent of certain items, including the interest on the 2015 Bonds,
(c)the inclusion of the interest on the 2015 Bonds in the earnings of certain foreign corporations doing
business in the United States of America for purposes of a branch profits tax, (d) the inclusion of the
interest on the 2015 Bonds in the passive income subject to federal income taxation of certain Subchapter
S corporations with Subchapter C earnings and profits at the close of the taxable year, and (e)the
inclusion of interest on the 2015 Bonds in the determination of the taxability of certain Social Security
and Railroad Retirement benefits to certain recipients of such benefits. The nature and extent of the other
tax consequences described above will depend on the particular tax status and situation of each owner of
the 2015 Bonds. Prospective purchasers of the 2015 Bonds should consult their own tax advisors as to
the impact of these other tax consequences.
Information Reporting and Backup Withholding. Interest paid on tax-exempt obligations such
as the 2015 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar
to interest paid on taxable obligations. This reporting requirement does not affect the excludability of
interest on the 2015 Bonds from gross income for federal income tax purposes. However, in connection
with that information reporting requirement, the Code subjects certain noncorporate owners of 2015
Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with
respect to payments on the 2015 Bonds and proceeds from the sale of 2015 Bonds. Any amount so
withheld would be refunded or allowed as a credit against the federal income tax of such owner of 2015
Bonds. This withholding generally applies if the owner of 2015 Bonds (a)fails to furnish the payor such
owner's social security number or other taxpayer identification number, (b) furnishes the payor an
incorrect taxpayer identification number, (c) fails to properly report interest, dividends or other
"reportable payments" as defined in the Code or, (d) under certain circumstances, fails to provide the
payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that
the taxpayer identification number provided is correct and that such owner is not subject to backup
withholding. Prospective purchasers of the 2015 Bonds may also wish to consult with their tax advisors
with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.
Changes in Federal and State Tax Law. From time to time,there are legislative proposals in the
Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred
to under this heading "TAX MATTERS" or adversely affect the market value of the 2015 Bonds. It
cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it
would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time
announced or proposed and litigation is threatened or commenced which, if implemented or concluded in
a particular manner, could adversely affect the market value of the 2015 Bonds. It cannot be predicted
whether any such regulatory action will be implemented, how any particular litigation or judicial action
will be resolved, or whether the 2015 Bonds or the market value thereof would be impacted thereby.
Purchasers of the 2015 Bonds should consult their tax advisors regarding any pending or proposed
legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based on
existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the
date of issuance and delivery of the 2015 Bonds, and Bond Counsel has expressed no opinion as of any
date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation.
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PROSPECTIVE PURCHASERS OF THE 2015 BONDS ARE ADVISED TO CONSULT
THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE 2015 BONDS AS TO
THE IMPACT OF THE CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION
OF THE 2015 BONDS.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided by the
Financial Advisor relating to the computation of forecasted receipts of principal and interest on the
[Government Obligations] and the forecasted payments of principal and interest to pay or redeem, as
applicable, the Refunded Bonds and supporting the conclusion of Bond Counsel that the 2015 Bonds do
not constitute "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986, as amended,
was verified by the Arbitrage Group, Inc., Buhl, Alabama, as the Verification Agent. Such computations
were based solely upon assumptions and information supplied by the Financial Advisor. The Verification
Agent has restricted its procedures to examining the arithmetical accuracy of certain computations
included in the schedules provided by the Financial Advisor and has not made any study or evaluation of
the assumptions and information upon which the computations are based and, accordingly, has not
expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the
forecasted results.
UNDERWRITING
The Bonds are being purchased by as successful bidder and the
representative of the syndicate listed in the successful bid for the 2015 Bonds pursuant to the Official
Notice of Sale relating to the 201513onds (collectively,the "Underwriter").
The Underwriter has submitted a winning bid to purchase the 2015 Bonds at an aggregate
purchase price of$ (representing the original principal amount of$ plus net original
issue premium of $ , and less an Underwriter's discount of $ or approximately
%of the principal amount of the 201513onds).
The Underwriter will purchase all of the 2015 Bonds, if any are purchased. The yields set forth
on the inside cover of this Official Statement, which reflect the initial public offering prices of the 2015
Bonds, were provided by the Underwriter and may be changed by the Underwriter, and the Underwriter,
may offer and sell the 2015 Bonds to certain dealers (including dealers depositing the 2015 Bonds into
investments trusts) and others at prices to produce yields higher than the yields set forth on the inside
cover of this Official Statement.
In the ordinary course of their various business activities, the Underwriters and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities, which may include credit default swaps) and financial instruments (including
bank loans) for their own account and for the accounts of their customers and may at any time hold long
and short positions in such securities and instruments. Such investment and securities activities may
involve securities and instruments of the City.
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 terms of the 2015 Resolution as follows:
21
A. The City agrees to provide to the MSRB through EMMA and to the State of Florida
information depository (herein, the "SID") if and when such a SID is created (i) the City's general
purpose financial statements generally consistent with the financial statements presented as an appendix
to the Official Statement relating to the 2015 Bonds, and (ii)the information concerning the Utilities Tax
collections within the City with respect to the Communications Services Tax, and with respect to
electricity, gas and fuel oil, the Utilities Tax rate or rates, exemptions from the Utilities Tax and
amendments to any ordinances of the City regarding the Utilities Tax generally consistent with the
information set forth in the Official Statement under the heading "UTILITIES TAXES." The information
referred to in clauses (i) and(ii) above is herein collectively referred to as the "Annual Information."
B. The Annual Information described in 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. The Annual
Information referred to in 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 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 the MSRB through EMMA 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.
C. The Annual Information referred to in paragraph A above and presented as an appendix
to the 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 by the Financial
Accounting Standards Board, as in effect from time to time, and such other State 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
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 agrees to provide or cause to be provided, in a timely manner not in excess of
ten (10) business days after the occurrence of the event, to the MSRB, through EMMA, in EMMA
Compliant Format and the SID, if any, notice of occurrence of any of the following applicable events
with respect to the Bonds:
1. principal and interest payment delinquencies;
2. non-payment related defaults, if material;
3. unscheduled draws on debt service reserves reflecting financial difficulties;
4. unscheduled draws on credit enhancements reflecting financial difficulties;
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5. substitution of credit or liquidity providers, or their failure to perform;
6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB)
or other material notices or determinations with respect to the tax status of the Bonds,
or other material events affecting the tax status of the Bonds;
7. modifications to rights of holders of the Bonds, if material;
8. bond calls, if material, and tender offers;
9. defeasances;
10. release, substitution or sale of any property securing repayment of the Bonds, if
material(the Bonds are secured solely by the Pledged Revenues);
11. rating changes;
12. bankruptcy, insolvency, receivership or similar event of the City(which is considered
to occur when any of the following occur: the appointment of a receiver, fiscal agent
or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in
any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of
the City, or if such jurisdiction has been assumed by leaving the existing governing
body and officials or officers in possession but subject to the supervision and orders
of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of
the City);
13. the consummation of a merger, consolidation, or acquisition involving the City or the
sale of all or substantially all of the assets of the City, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
14. appointment of a successor or additional trustee or the change of name of the trustee,
if material.
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 2015
Bonds.
The City's undertaking as set forth in the 2015 Resolution and as described herein shall terminate
if and when the 2015 Bonds arc paid or deemed paid within the meaning of the Resolution.
(a) The City acknowledges that its undertaking pursuant to the Rule set forth in the 2015
Resolution and as described herein is intended to be for the benefit of the registered holders and
Beneficial Owners of the 2015 Bonds and shall be enforceable by such holders and Beneficial Owners;
provided that, the holders' 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
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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 2015 Bonds under the Resolution.
(b) 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. The City may
also appoint one or more employees of the City to monitor and be responsible for the City's undertaking
under the Resolution.
(c) `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 2015 Bonds (including persons holding 2015 Bonds through nominees, depositories or other
intermediaries), or(ii)is treated as the owner of any 2015 Bonds for federal income tax purposes.
On March 31, 2014, the City filed a material events statement with EMMA, which provided that
the City will be late in filing it Annual Information for the Fiscal Year ended September 30, 2013. Such
Annual Information was file on May 6, 2014. [Other than as provided above, the City has not failed to
materially comply with any previous undertaking in a written contract or agreement to provide continuing
disclosure pursuant to the Rule].
PENSION PLANS
Defined Benefit Plans
General Employees' Pension Fund. The General Employees' Pension Fund (the "GEPF") is a
single-employer defined benefit plan administered by an eight (8) member board of trustees. The GEPF
covers all City employees after one year of credited service, excluding the members of the Commission,
the City Manager and assistants, the City Attorney and assistants, and department heads if they elect not
to participate, and police and firefighters covered under the Police and Firefighters' Retirement System
Fund, as described below.
The benefit provisions and all other requirements of GEPF are established by ordinance of the
City which is codified in the City's Code of Ordinances at and are summarized in the City's
Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 201[3], which is attached
hereto as APPENDIX B.
Under the vesting provisions of the GEPF, employees are entitled to fifty percent (50%) of
normal retirement benefits after five (5) years of service, plus ten percent (10%) after each additional
year. Normal retirement eligibility changed effective October 5, 2010, upon adoption of Ordinance No.
33-10, from the earlier of age 60 within ten years of service or 30 years of service regardless of age to the
earlier of age 62 with ten years of service or 30 years of service regardless of age. This change does not
apply to members who were within ten years of normal retirement eligibility as of October 5, 2010.
Normal retirement eligibility for employees hired after October 5, 2010, is age 65 with ten years of
service.
Employees with 10 years of credited service and eligible for normal retirement have the option of
entering the Deferred Retirement Option Plan (the "DROP"). Each participant of the GEPF in DROP will
not terminate employment with the City, but will cease accruing a pension benefit, and the monthly
benefit under the applicable plan as of the election date will be directed to a self-administered 401(a)
Plan. After a maximum of 60 months,the employee must terminate employment with the City.
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Contributions to the GEPF is a combination of employee contributions and City contributions.
Effective October 5, 2010, the employee contributions amounts changed from 2.5% of the employee's
basic annual compensation to 3.05%. If the employee choses the 3% multiplier, there is an additional
contribution of 3.45%for a total of 6.5%. If an employee leaves covered employment or dies before five
years of credited service, accumulated employee contributions are refunded to the employee or the
designated beneficiary. City contributions are based upon actuarially determined amounts, which
together with earnings and employee contributions, are sufficient to fund the Plan.
Police and Firefighters Retirement System Fund. The Police and Firefighters Retirement System
(the "PFRS") is a single-employer defined benefit plan administered by a separate board of trustees. The
PFRS covers all of the City's non-civilian police and firefighter employees.
The benefit provisions and all other requirements of PFRS are established by the Florida
Legislature and provided by ordinance of the City which is codified in the City's Code of Ordinances at
and are summarized in Note 13 to the City's Comprehensive Annual Financial Report for
Fiscal Year Ended September 30, 201[3],which is attached hereto as APPENDIX B.
Under the vesting provisions of the PFRS, employees are entitled to one hundred percent (100%)
of normal retirement benefits after ten (10) years of service. Employees are eligible to retire after twenty
(20) years of service, regardless of age, or at age fifty-five (55), with ten (10) years of service. Normal
retirement benefits are based upon 2.5% of average monthly earnings times years of service up to 20
years, with a maximum benefit of 75% of average monthly compensation. After twenty (20) years of
service, a 3% multiplier is used for each year of service. Members who were actively employed as of
March 15, 2004 may elect a normal retirement benefit using a 3.5% multiplier for each year of service
once twenty (20) years of service is attained with a maximum benefit of 87.5% of average monthly
compensation. Employees selecting this option will contribute an additional 3%of earnings. The normal
retirement benefit is payable over the remaining life of the member, and upon death 100% of the benefit
is payable to the spouse for one year and 60%thereafter until death or remarriage.
Members who continue in employment after completion of twenty(20)years of service may enter
the DROP. Each participant of the PFRS in the DROP, will continue employment with the City, but will
cease accruing a pension benefit under the plan, and the monthly benefit as of the election date will be
directed to a self-administered 401(a)plan. After a maximum of 60 months,the employee must terminate
employment with the City.
Effective October 4, 2011,the contribution amount for police officers was raised to 6%of annual
compensation. Effective May 3, 2011, the contribution amount for firefighters was raised to 6% of
annual compensation. Members who selected a 3.5% multiplier will contribute 9%. If an employee
leaves covered employment prior to vesting, contributions are refunded to the employee with interest.
Pursuant to Chapters 175 and 185, Florida Statutes, a premium tax on certain casualty insurance
written on properties within the City is collected by the State and remitted to the City annually for the
PFRS. City contributions are based upon actuarially determined amounts which, together with earnings,
employee and State contributions, are sufficient to fund the PFRS Plan.
Membership, actuarial method and significant assumptions concerning the GEPF and the
PFRS may be found under Note 13 to the City's Comprehensive Annual Financial Report for Fiscal Year
Ended September 30,201[3],which is attached hereto as APPENDIX B.
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Annual Pension Cost and Funding te. Annual pension cost is a measure of the periodic cost
of an employer's participation in a defined benefit pension plan. The annual pension cost for the GEPF
and the PFRS for the last three (3)Fiscal Years are as follows:
Year Ended September 30
Annual Net Pension
General Employee' Pension Percentage Obligation
Pension Fund Cost Contributed Asset
2013 $2,522,126 93.8% $ 156,506
2012 2,365,620 100 -
2011 2,305,292 100 -
Police and Firefighters'
Retirement System Fund
2013 $6,599,523 100% $(132,018)
2012 7,968,408 100 (128,704)
2011 6,986,348 100 (133,794)
The funded status of the GEPF and the PFRS as of October 1, 2012,the most recent actuarial
valuation date is as follows:
Actuarial Unfunded
Accrued Actuarial UAAL as a
Liability Accrued Percentage of
Actuarial Value of (AAL) Liability Funded Covered Covered
Plan Valuation Assets Entry Age (UAAL) Ratio Payroll Payroll
Date (a) (b) (b-a) (a/b) (c) [(b-a/c]
General
Employees' 10/01/12 $94,654,819 $98,232,171 $3,668,352 96.3% $16,937,526 21.7%
Police and
Firefighters' 10/01/12 $123,483,089 $212,151,586 $88,668,497 58.2% $16,936,295 523.5%
For other Employee Benefit Plans, see Note 13 to the City's Comprehensive Annual Financial
Report for Fiscal Year Ended September 30, 201[3],which is attached hereto as APPENDIX B.
GASB STATEMENT NO.45
The Government Accounting Standards Board("GASB"),which establishes financial reporting and
accounting requirements for governmental entities,issued its Statement No. 45 in June 2004("GASB 45").
GASB 45 details the financial reporting guidelines that require state and local governmental entities to
report their unfunded actuarial accrued liabilities for health care and other non-pension post-employment
benefits (collectively referred to as "OPEB") as well as their annual OPEB costs. Historically,
governmental entities generally accounted for OPEB on a pay-as-you-go basis, reporting only the cost of
OPEB due in the current fiscal year. As a result of GASB 45, governmental entities are required to utilize
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an actuarial method of accounting that takes into account unfunded liabilities related to OPEB. In order
to receive a clean opinion in its annual audit, governmental entities have to comply with the requirements
of GASB 45.
The City provides a post-employment health insurance benefit for its general employees
("OPEB Plan") that provides medical and life insurance benefits to eligible retired employees and their
beneficiaries. The OPEB Plan is financed on a"pay-as-you-go"basis and is not administered as a formal
qualifying trust and does not issue a publicly available financial report. OPEB Plan members receiving
benefits contribute 100% of the monthly premiums ranging from a minimum of$423 to a maximum of
$1,781 for medical/prescription coverage and at a rate of $0.18 per $1,000 of the face value for life
insurance coverage.
The Police, Firefighters &Paramedics Retiree Benefit Fund (the `Benefit Fund")was established
for the purpose of providing full or partial reimbursement for health insurance premiums or other
qualified benefits under the internal revenue code. The Benefit Fund was created pursuant to collective
bargaining agreements between the City and the various unions. A trust was created on May 14, 2002
and is administered by a separate board of trustees. See Note 14 to the City's Comprehensive Annual
Financial Report for Fiscal Year Ended September 30, 201[3], which is attached hereto as APPENDIX B
for more information regarding the OPEB Plan and the Benefit Fund, including actuarial methods and
significant assumptions.
The following is the annual OPEB cost for the last three fiscal years calculated based on the
annual required contribution of the employer (ARC), an amount actuarially determined in accordance
with the parameters of GASB Statement No. 45.
Year Ended September 30
Annual Net OPEB
OPEB Percentage Obligation
OPEB Plan Cost Contributed Asset
2013 $1,383,330 30% $ 3,569,827
2012 1,283,914 47 2,605,995
2011 1,230,663 42 1,925,071
Benefit Fund
2013 $684,128 67% $ 183,098
2012 684,128 67 (42,626)
2011 572,664 115 (268,352)
[Remainder of Page Intentionally Left Blank]
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Annual OPEB costs is a measure of the periodic cost of an employer's participation in a
defined benefit OPEB plan. Set forth below is a description of the City's annual OPEB costs and
net OPEB obligation for the Fiscal Year ended September 30, 201[3]:
OPEB Plan Benefit Fund
Annual Required Contribution $ 1,372,414 $ 689,143
Interest on Net OPEB Obligation 117,271 (21,468)
Adjustment to ARC (106,355) 16,453
Annual OPEB Cost 1,383,330 684,128
Actual Contributions Made (419,498) (458,404)
Change in Net OPEB Obligation (Asset) 963,832 225,724
Net OPEB Obligation at October 1, 2012 2,605,995 (42,626)
Net OPEB Obligation at September 30,2013 $ 3.569.827 183,098
The funded status of the OPEB Plan and the Benefit Fund as of the most recent actuarial
valuation date is as follows:
Actuarial Unfunded
Accrued Actuarial UAAL as a
Liability Accrued Percentage of
Actuarial Value of (AAL) Liability Funded Covered Covered
Plan Valuation Assets Entry Age (UAAL) Ratio Payroll Payroll
Date (a) (b) (b-a) (a/b) (c) [(b-a/c]
OPEB Plan 10/01/12 - $15,636,209 $15,636,209 0.00% $39,412,194 39.67%
Benefit
Fund 10/01/11 $3,155,585 $ 9,581,135 $ 6,425,550 32.9% $20,647,352 31.10%
For more information on the OPEB Plan and the Benefit Fund, see Note 14 to the City's
Comprehensive Annual Financial Report for Fiscal Year Ended September 30, 201[3], which is attached
hereto as APPENDIX B
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the 2015 Bonds under the Resolution, the Bond
Insurance Policy and Surety Bond referred to herein are in many respects dependent upon judicial actions
which are often subject to discretion and delay. Under existing Constitutional and statutory law and
judicial decisions, including specifically Title 11 of the United States Code,the remedies specified by the
Federal Bankruptcy Code, the Resolution, the 2015 Bonds, the Bond Insurance Policy and Surety Bond
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 2015 Bonds (including Bond Counsel's approving
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opinion) 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.
MUNICIPAL BOND INSURANCE OPTION
This Preliminary Official Statement has been provided to major municipal bond insurers. In the
event that the successful bidder or bidders for the Series 2015 Bonds elect to purchase insurance for one
or more maturities, at its expense,the appropriate disclosure regarding such bond insurer and its policy of
insurance will be included in the final Official Statement at this location.
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 2015 Bonds or (ii) in any way questioning or
affecting the validity of the 2015 Bonds,the Resolution, any proceedings of the City taken with respect to
the authorization, sale or issuance of the 2015 Bonds or the pledge or application of any moneys provided
for the payment of the 2015 Bonds The City is a party from time to time to various lawsuits incident to its
operations. In the opinion of Noel M. Pfeffer, 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
2015 Bonds.
GENERAL PURPOSE FINANCIAL STATEMENTS
The General Purpose Financial Statements (the "Financial Statements") and other information of
the City for the fiscal year ended September 30, [2013], are included in APPENDIX B to this Official
Statement. Such excerpts from the City's Comprehensive Annual Financial Report, including the
auditor's report thereon, have been included in this Official Statement as public documents and consent
from the auditors was not requested. The Financial Statements have been audited by [Caler, Donten,
Levine, Cohen, Porter&Veil, P.A., independent auditors]. The auditors have not performed any services
relating to, and are therefore not associated with,the issuance of the 2015 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 2015 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.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires that the
City make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed
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and that are or have been in default as to payment of principal or interest at any time after December 31,
1975 (including bonds or other debt obligations for which it has served as a conduit issuer such as
industrial development or private activity bonds issued on behalf of private businesses). The City is not
and has not ever been in default as to principal and interest on its bonds or other debt obligations.
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 has 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 matters of opinion
or of estimates, whether or not expressly stated, they are set forth as such and not as representations of
fact and no representation is made that any of the estimates will be realized.
Neither this Official Statement nor any statement that may have been made verbally or in writing
is to be construed as a contract with the owners of the 2015 Bonds.
[Remainder of Page Intentionally Left Blank]
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AUTHORIZATION OF AND CERTIFICATION
CONCERNING OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been authorized and approved by the
City Commission. Concurrently with the delivery of the 2015 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 did not as of its date, and does not as of the date of delivery of the 2015 Bonds, contain
any untrue statement of a material fact or omit to state a material fact which should be included therein
for the purpose for which this Official Statement 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
By:
Mayor
By:
City Manager
WPB 383392133v2
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