The URL can be used to link to this page

Res. No. 56-24Resolution No.56-24 CITY OF DELRAY BEACH,FLORIDA GENERAL OBLIGATION BONDS,SERIES 2024 {PARKS PROJECTS) BOND RESOLUTION Adopted March 5,2024 Resolution No.56-24 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS,FINDINGS AND STATUTORY AUTHORITY 4 Section I.DEFINITIONS 4 Section 2.FINDINGS 12 Section 3.AUTHORITY FOR THIS RESOLUTION 13 Section 4.RESOLUTION CONSTITUTES CONTRACT 13 ARTICLE II AUTHORIZATIONS,TERMS,EXECUTION AND REGISTRATION OF BONDS 13 Section I.AUTHORIZATION OF BONDS 13 Section 2.GENERAL DESCRIPTION OF BONDS 14 Section 3.EXECUTION OF BONDS 15 Section 4.NEGOTIABILITY,REGISTRATION AND CANCELLATION 16 Section 5.BONDS MUTILATED,DESTROYED,STOLEN OR LOST 18 Section 6.FORM OF BONDS 19 Section 7.BOOK-ENTRY SYSTEM 29 Section 8.SALE AND AW ARD OF BONDS;DELEGATION OF AUTHORITY; PARA METERS 30 Section 9.GENERAL TERMS AND REDEMPTION PROVISIONS 32 Section l 0.PRELIMINARY AND OFFICIAL STATEMENT 36 Section 11.PAYING AGENT AND REGISTRAR;PAYING AGENT AGREEMENT...36 ARTICLE III COVENANTS,FUNDS AND APPLICATION THEREOF..37 Section I.TAXING POWER OF THE CITY 37 Section 2.BONDS SECURED BY LIEN ON AND PLEDGE OF THE PLEDGED REVENUES 37 APPLICATION OF BOND PROCEEDS 38 COVENANTS OF THE CITY 40 ARTICLE IV MISCELLANEOUS PROVISIONS 49 Section I.MODIFICATION OR AMENDMENT 49 Section 2.SEVERABILITY OF INVALID PROVISIONS 50 Section 3.FURTHER AUTHORIZATIONS 50 Section 4.EFFECTIVE DA TE 51 Exhibit A Draft of Summary Notice of Sale and Official Notice of Sale and Official Bid Fonn. Exhibit B Draft of Preliminary Official Statement. Exhibit C Draft of Paying Agent Agreement. Resolution No.56-24 Section 3. Section 4. RESOLUTION NO.56-24 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH,FLORIDA,AUTHORIZING THE ISSUANCE OF A SERIES OF BONDS IN THE INITIAL AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $20,000,000 AND DESIGNATED CITY OF DELRAY BEACH,FLORIDA,GENERAL OBLIGATION BONDS, SERIES 2024 (PARKS PROJECTS)(THE "BONDS")TO FINANCE ALL OR A PORTION OF IMPROVEMENTS TO THE CATHERINE STRONG PARK,MILLER PARK AND OTHER CITY OWNED PARKS DESCRIBED IN THIS RESOLUTION;AUTHORIZING THE PUBLIC SALE OF THE BONDS BY COMPETITIVE BID SUBJECT TO CERTAIN PARAMETERS SET FORTH IN THIS RESOLUTION;APPROVING THE FORMS OF AN OFFICIAL NOTICE OF SALE AND AUTHORIZING THE PUBLICATION OF A SUMMARY THEREOF;APPROVING THE FORM AND ELECTRONIC DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT;AUTHORIZING THE EXECUTION AND ELECTRONIC DISTRIBUTION OF AN OFFICIAL STATEMENT;AUTHORIZING THE CHIEF FINANCIAL OFFICER AND/OR OTHER CITY OFFICIALS TO MAKE CERTAIN DETERMINATIONS WITH RESPECT TO THE BONDS SUBJECT TO THE PARAMETERS SET FORTH IN THIS RESOLUTION;APPOINTING A PAYING AGENT AND REGISTRAR; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A REGISTRAR/PA YING AGENT AGREEMENT; AUTHORIZING THE REGISTRATION OF THE BONDS UNDER A BOOK-ENTRY ONLY SYSTEM;PROVIDING FOR THE UNDERTAKING BY THE CITY REQUIRED BY RULE 15c2-12 OF THE SECURITIES AND EXCHANGE COMMISSION;PROVIDING FOR THE TERMS AND PAYMENT OF SUCH BONDS;PROVIDING FOR THE RIGHTS,SECURITY AND REMEDIES OF THE OWNERS THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH;PROVIDING FOR SEVERABILITY;AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,City of Delray Beach,Florida,a municipal corporation of the State of Florida (the "City")is authorized under Florida law to borrow money to finance various capital projects; and WHEREAS,the City will finance a portion of the Parks Projects (as herein defined)by the issuance of a series of General Obligation Bonds,Series 2024 (Parks Projects)in a principal amount of not exceeding $20,000,000 (herein,the "Bonds");and Resolution No.56-24 WHEREAS,pursuant to a bond referendum held and passed on March 14,2023,the City is authorized to issue its general obligation bonds in one or more series in an aggregate principal amount of not exceeding $20,000,000 to finance all or a portion of certain improvements to the Catherine Strong Park,the Miller Park and certain other City-owned parks (collectively,the "Parks Projects");and WHEREAS,based on the advice of the City's Financial Advisor (as defined herein),the City Commission of the City of Delray Beach,Florida (the "Commission")hereby detennines that the most efficient and timely way to sell the Bonds is through a competitive bid process in the manner provided in this Resolution;and WHEREAS,the City shall issue its Bonds payable from ad valorem taxes on all taxable property located in the City;and WHEREAS,the Bonds authorized under this Resolution will meet such requirements as a condition to issuance;and WHEREAS,there have been prepared and submitted to the Commission: (a)Official Notice of Sale (the "Official Notice of Sale")and Summary Notice of Sale (the "Summary Notice of Sale"),proposed fonns of which are attached hereto as Exhibit A;and (b)Preliminary Official Statement (the "Preliminary Official Statement"),relating to the Bonds,a proposed form of which is attached hereto as Exhibit B;and (c)Registrar/Paying Agent Agreement (the "Paying Agent Agreement"),the proposed form of which is attached hereto as Exhibit C;and WHEREAS,effective July 3,1995,Rule I 5c2-l 2 of the Securities and Exchange Commission,as amended,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 3 Resolution No.56-24 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,accordingly such Undertaking is set forth herein with respect to the Bonds purchased thereby;and WHEREAS,any capitalized terms not otherwise defined in these recitals shall have the meaning ascribed in Article I hereof. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH,FLORIDA,AS FOLLOWS: ARTICLE I DEFINITIONS,FINDINGS AND STATUTORY AUTHORJTY Section 1.DEFINITIONS.In addition to the terms heretofore defined in the recitals set forth above,the following terms shall have the following meanings: "ACT"shall mean the Constitution of the State of Florida,Chapter 166,Florida Statutes, as amended and supplemented,the Charter of the City of Delray Beach,Florida,as amended and supplemented (the "City Charter")and other applicable provisions of law. "ADY ALOREM TAXES"shall mean all ad valorem taxes levied on all taxable property in the City without limitation as to rate or amount which are authorized to be levied pursuant to the Referendum. "BENEFICIAL OWNER"shall mean,except with respect to Section 4.H of Article III of this Resolution,during any period the Bonds are registered under the Book-Entry System,any purchaser of a Bond and others who acquire a beneficial ownership interest in a Bond held by the Securities Depository.In determining the Beneficial Owner of any Bond,the City,the Paying Agent and the Registrar may rely exclusively upon written representations made,and information given to the City,the Paying Agent and the Registrar by the Securities Depository or its 4 Resolution No.56-24 Participants with respect to any Bond held by the Securities Depository in which a beneficial ownership interest is claimed.With respect to Replacement Bonds,the City,the Paying Agent and the Registrar shall consider the owner of any such Replacement Bond as registered on the registration books of the City maintained by the Registrar to be the Beneficial Owner thereof. The term "BENEFICIAL OWNER"shall mean,for purposes of Section 4.H of Article Ill 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 nominees,depositories or other intermediaries),or (ii)is treated as the owner of any Bonds for federal income tax purposes. "BOND COUNSEL"shall mean a firm or finns of nationally recognized attorneys-at-law selected by the City and experienced in the financing of capital projects for governmental units through the issuance of tax-exempt revenue bonds under the exemption provided under Section 103(a)of the Code.Bond Counsel with respect to the Bonds shall be Greenburg Traurig,P.A. "BONDHOLDER,""HOLDER OF BONDS,""OWNER,""OWNERS"or any similar tenn,shall mean any person who shall be the registered owner of any Bond or Bonds Outstanding under the tenns of this Resolution. "BONDS"shall mean the City's General Obligation Bonds,Series 2024 (Parks Projects). "BOOK-ENTRY SYSTEM"shall mean the system under which the City may issue its Bonds and maintain the registration for such Bonds in book-entry fonn only. "BUSINESS DAY"shall mean any day other than a Saturday,Sunday,legal holiday or a day on which banking institutions in the State of Florida are authorized by law to close. "CHIEF FINANCIAL OFFICER"shall mean the Chief Financial Officer of the City and his successor,or such person who is authorized to act on his behalf. 5 Resolution No.56-24 "CITY"shall mean City of Delray Beach,Florida,a municipal corporation of the State of Florida. "CITY ATTORNEY"shall mean the City Attorney of the City and his/her successor,or such person who is authorized to act on his/her behalf. "CITY MANAGER"shall mean the City Manager of the City and his successor,or such person who is authorized to act on his behalf. "CLERK"shall mean the Clerk of the City and her successor,or such person who is authorized to act on her behalf. "CODE"shall mean the Internal Revenue Code of 1986,as amended,and all subsequent tax legislation duly enacted by the Congress of the United States.Each reference to a section of the Code herein shall be deemed to include,if applicable,temporary or proposed regulations, revenue rulings and proclamations issued or amended with respect thereto. "COMMISSION"shall mean the City Commission of the City of Delray Beach,Florida, the governing body of the City. "CONDITIONAL NOTICE OF REDEMPTION"shall mean a notice of redemption which when given,sufficient funds have not been deposited with the Paying Agent but such funds are expected to be available on or before the proposed redemption date and/or some other condition for redemption has not yet been satisfied. "DEFEASANCE OBLIGATIONS"shall mean to the extent permitted by law (other than with respect to the obligations described in clause (a)below)the below stated obligations acceptable,at the time of defeasance,to the Rating Agency or Rating Agencies,if any,then rating the defeased Bonds: (a)U.S.Obligations,which are not redeemable prior to maturity; 6 Resolution No.56-24 (b)any bonds or other obligations of any state of the United States of America or of any agency,instrumentality or local governmental unit of any such state (i)which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee or paying agent of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates'specified in such instructions,(ii)which are secured as to principal and interest and redemption premium,if any,by a fund consisting only of cash or bonds or other obligations of the character described in clause (a)hereof which fund may be applied only to the payment of such principal of and interest and redemption premium,if any,on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (i)of this clause (b), as appropriate,and (iii)as to which the principal of and interest on the bonds and obligations of the character described in clause (a)hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium,if any,on the bonds or other obligations described in this clause (b)on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (i)of this clause (b),as appropriate;and (c)evidence of ownership of proportionate interests in future interest and/or principal payments on obligations described in clause (a)held by a bank or trust company as custodian. "DISCLOSURE COUNSEL"shall mean Greenberg Traurig,P.A.and any successor firm appointed by the Commission. "EMMA"shall mean the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (http://www.emma.msrb.org). 7 Resolution No.56-24 "EMMA COMPLIANT FORMAT'shall mean a format for any document provided to the MSRB which is in an electronic format and is accompanied by identifying information,all as prescribed by the MSRB. FINANCIAL ADVISOR"shall mean PFM Financial Advisors LLC and its successors and assigns. "FINANCIAL OBLIGATIONS"shall mean (a)a debt obligation,(b)a derivative instrument entered into in connection with,or pledged as security or a source of payment for,an existing or planned debt obligation,or (c)a guarantee of either (a)or (b).The term Financial Obligation does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "FISCAL YEAR"shall mean that period commencing on October I and continuing to and including the next succeeding September 30,or such other annual period as may be prescribed by law as the fiscal year of the City. "MOODY'S"shall mean Moody's Investors Service,Inc.,a corporation organized and existing under the laws of the State of Delaware,its successors and assigns,and,if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities Rating Agency,"Moody's"shall be deemed to refer to any other nationally recognized securities Rating Agency designated by the City. "MSRB"shall mean the Municipal Securities Rulemaking Board and its successors. "OFFICIAL NOTICE OF BOND SALE"means the Official Notice of Bond Sale,a summary of which to be published by the City in connection with the public sale of the Bonds in substantially the form attached to this Resolution as Exhibit "A." 8 Resolution No.56-24 "OUTSTANDING"shall mean,when used with reference to the Bonds,as of any particular date,all Bonds theretofore,or thereupon being,authenticated and delivered by the Registrar under this Resolution,except (i)Bonds theretofore or thereupon canceled by the Registrar or surrendered to the Registrar for cancellation;(ii)Bonds with respect to which all liability of the City shall have been discharged in accordance with Section 4.G of Article III of this Resolution;(iii)Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Registrar pursuant to any provision of this Resolution;(iv) Bonds canceled after purchase in the open market or because of payment at redemption prior to maturity;and (v)Bonds held or purchased by the City,unless the City intends as evidenced by written communication to the Registrar that such Bonds shall remain Outstanding. "PARTICIPANTS"shall mean brokers,dealers,banks and other financial institutions and other persons for whom,from time to time,the Securities Depository effects book-entry transfers and pledges of securities deposited with the Securities Depository. "PAYING AGENT"shall mean U.S.Bank Trust Company,National Association and any successor bank or trust company appointed by subsequent proceedings of the Commission to act as Paying Agent hereunder. "PA YING AGENT AGREEMENT"shall mean that certain Registrar/Paying Agent Agreement by and between the City and U.S.Bank Trust Company,National Association serving as Paying Agent and Registrar in substantially the form attached to this Resolution as Exhibit "C." "PAYMENT DA TE"shall mean such dates of each Fiscal Year on which interest and/or principal are payable on the Bonds that are then Outstanding which unless determined otherwise by subsequent proceedings of the Commission,shall be each January I and July I of each calendar 9 Resolution No.56-24 year commencing January 1,2025 with respect to interest on the Bonds and on each July commencing July 1,2025 with respect to principal. "PERMITTED INVESTMENTS"shall mean (i)U.S.Obligations and (ii)all other investments permitted under the laws of Florida and acceptable to the Chief Financial Officer. "PLEDGED REVENUES"shall mean (i)the Ad Valorem Taxes deposited in the Debt Service Fund created and established under this Resolution,(ii)investment income received from the investment of moneys in the Debt Service Fund established hereunder,and (iii)any other moneys deposited in the Debt Service Fund or received by the Paying Agent in connection with the repayment of the Bonds.The Bonds are general obligations of the City and the full faith, credit and taxing power of the City is pledged to the payment of debt service on the Bonds. "PRELIMINARY OFFICIAL STATEMENT"shall mean the Preliminary Official Statement substantially in the form attached hereto as Exhibit "B." "RATING AGENCY"or "RATING AGENCIES"shall mean Moody's and/or S&P and/or such other nationally recognized securities Rating Agency,whichever shall have a rating then in effect with respect to the Bonds. "RECORD DA TE"shall mean the fifteenth day of the calendar month next preceding an Interest Payment Date whether or not such fifteenth day is a Business Day. "REFERENDUM"shall mean that certain Bond Referendum held and passed on March 14,2023 authorizing not exceeding $20,000,000 in general obligation bonds to finance all or a portion of the costs of certain improvements to certain City-owned parks within the City constituting the Parks Projects payable from the Ad Valorem Taxes. 10 Resolution No.56-24 "REGISTRAR"shall mean U.S.Bank Trust Company,National Association and any successor bank or trust company,appointed by subsequent proceedings of the Commission to act as Registrar hereunder. "REPLACEMENT BONDS"shall mean certificated Bonds authenticated and delivered pursuant to Section 7 of Article II of this Resolution,whenever the Book-Entry System is discontinued. "RESOLUTION"shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the tenns hereof. "RULE"shall mean Rule l 5c2-I 2 of the Securities and Exchange Commission in effect from time to time and applicable to the City's continuing disclosure obligations. S&P"shall mean S&P Global Ratings,a division of S&P Global Inc.,a corporation organized under the laws of the State of Delaware,its successors and its assigns and,if such corporation shall be dissolved or liquidated or shall no longer perfonn the functions of a securities rating agency,S&P shall be deemed to refer to any other nationally recognized securities rating agency designated by the City. "SECURITIES DEPOSITORY"shall mean,with respect to the Bonds to be issued in book entry fonn,The Depository Trust Company and its successors and assigns,or a successor clearing agency designated pursuant to Article II hereof and its successors and assigns. "SERIAL BONDS"shall mean Bonds which shall be stated to mature in annual installments. "ST A TE"shall mean the State of Florida. "TAX CERTIFICATE"shall mean the certificate as to arbitrage and instructions as to compliance with the provisions of Section I 03(a)of the Code,executed by the City on the date 11 Resolution No.56-24 of initial issuance and delivery of the Bonds,as such Tax Certificate may be amended from time to time,and which serves as a source of guidance for achieving compliance with the Code. "TERM BONDS"shall mean Bonds which are not Serial Bonds and which are designated as such by the winning bidder for the Bonds. UNDER WRITERS"shall mean the underwriting firm or firms that have provided the best bid pursuant to the competitive process described in the Official Notice of Bond Sale. "U.S.OBLIGATIONS"shall mean the direct obligations of,or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by,the United States of America,and,if determined by subsequent proceedings of the Commission,certificates which evidence ownership of the right to the payment of the principal of,or interest on,such obligations. 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 shall otherwise indicate.Reference to a person other than a natural person shall include its successors. Section 2. A. B. FINDINGS.It is hereby ascertained,determined and declared: The recitals hereinbefore mentioned are hereby adopted. The Commission deems it necessary,desirable and in the best interest of the citizens and residents of the City to issue the Bonds to provide the funds to finance the Parks Projects. C.The principal of and interest on the Bonds to be issued pursuant to this Resolution will be paid from the Pledged Revenues,all as provided herein,which Pledged 12 Resolution No.56-24 Revenues include the obligation of the City to levy and collect Ad Valorem Taxes on all taxable property within the City. D.The City is authorized to levy,collect and pledge the Ad Valorem Taxes. The Ad Valorem Taxes will be sufficient to pay the principal of and interest on the Bonds to be issued pursuant to this Resolution,as the same becomes due and payable. E.The Commission hereby detennines,based on the recommendation of the City's Financial Advisor,that the Bonds be sold on a competitive basis. Section 3. pursuant to the Act. Section 4. AUTHORITY FOR THIS RESOLUTION.This Resolution is adopted RESOLUTION CONSTITUTES CONTRACT.In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same from 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 perfonned 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. ARTICLE II AUTHORIZATIONS,TERMS,EXECUTION AND REGISTRATION OF BONDS Section I.AUTHORIZATION OF BONDS.Subject and pursuant to the provisions of this Resolution,obligations of the City to be known as "City of Delray Beach,Florida General Obligation Bonds,Series 2024 (Parks Projects),"are hereby authorized to be issued in the initial aggregate principal amount of not exceeding TWENTY MILLION DOLLARS ($20,000,000),to be issued,delivered and secured as provided herein.The Bonds shall be issued for the purposes described in Section 2.B.of Article I hereof and to pay the cost of issuing the Bonds. 13 Resolution No.56-24 Section 2.GENERAL DESCRIPTION OF BONDS.The Bonds shall be issued in registered form,shall be in the denomination of $5,000 each.or any integral multiple thereof;and the Bonds shall mature on such dates in such years and in such amounts as shall be determined by the results of the competitive bid process of the Bonds subject to the parameters set forth in Sections 8 and 9 hereof of this A1iicle [[.Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months.Principal shall be payable at the designated corporate trust office of the 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 as appear on the registration books of the City maintained by the Registrar on the fifteenth day of the calendar month preceding each 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 Payment Date shall be dated and bear interest from the date of delivery of the Bonds.Bonds authenticated subsequent to the first Payment Date shall bear interest from the next preceding Payment Date on which such interest has been paid,unless such Bond is registered on an Payment Date or during the period between a Record Date and the next succeeding Payment Date,then from such 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 due on such Payment Date,such defaulted interest shall be paid to the persons in whose name 14 Resolution No.56-24 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 Payment Date established by notice mailed by the Registrar to the registered owner not less than the tenth day preceding such subsequent Payment Date,such interest shall be payable semiannually on January I and July I of each year (unless the Commission shall by subsequent proceedings establish different Payment Dates for the Bonds). The Bonds shall be payable,with respect to interest and principal in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts; Section 3.EXECUTION OF BONDS.The Bonds shall be executed in the name of the City by the signature of the Mayor of the Commission (or in the absence of the Mayor,the Vice Mayor)and its official seal shall be affixed thereto or imprinted or reproduced thereon and attested by the Clerk.The signatures of said Mayor (or Vice Mayor)and Clerk on the Bonds may be manual or facsimile signatures.In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually sold and delivered,such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. The Bonds shall bear thereon a certificate of authentication,in the form set forth in Section 6 hereof,executed manually by the Registrar.Only such Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution and no Bond shal I be valid or obi igatory for any purpose unti I such certificate of authentication shal I have been duly executed by the Registrar.Such certificate of the Registrar upon any Bond executed on 15 Resolution No.56-24 behalf of the City shall be conclusive evidence that the Bond has been so authenticated and that the Owner thereof is entitled to the benefits of this Resolution. Section 4.NEGOTIABILITY,REGISTRATION AND CANCELLATION. Except as otherwise provided in the last paragraph of this Section 4,at the option of the registered owner thereof and upon sun-ender thereof at the designated corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or its duly authorized attorney and upon payment by such Owner of any charges which the Registrar may make as provided in this Section,the Bonds may be exchanged for Bonds of the same maturity of any other authorized denominations. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds.The Bonds shall be transferable by an Owner thereof in person or by its attorney duly authorized in writing only upon the books of the City kept by the Registrar and only upon sun-ender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Owner or his duly authorized attorney.Upon the transfer of any such Bond, the City shall issue in the name of the transferee a new Bond or Bonds. The City,the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute Owner of such Bond,whether such Bond shall be overdue or not,for the purpose of receiving payment of, or on account of,the principal of and interest on such Bond as the same become due and for all other purposes.All such payments so made to any such Owner or upon his or her order shall be valid and effectual to satisfy and discharge the liability such Bond to the extent of the sum or sums so paid,and neither the City,the Paying Agent nor the Registrar shall be affected by any notice to the contrary. 16 Resolution No.56-24 In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Resolution.All Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in this Section.There shall be no charge for any such exchange or transfer of Bonds,but the City or the Registrar may require the payment of a sum sufficient to pay any tax,fee or other governmental charge required to be paid with respect to such exchange or transfer.Neither the City nor the Registrar shall be required (a)to transfer or exchange Bonds for a period from a Record Date to the next succeeding Interest Payment Date on such Bonds or 15 days next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption;or (b)to transfer or exchange any Bonds called for redemption.However,if less than all of a term Bond is redeemed or defeased,the City shall execute and the Registrar shall authenticate and deliver,upon the surrender of such term Bond,without charge to the Bondholder, for the unpaid balance of the principal amount of such term Bond so surrendered,a registered term Bond in the appropriate denomination and interest rate. All Bonds paid at or before maturity,shall be delivered to the Registrar when such payment is made,and such Bonds,together with all Bonds purchased by the City with the intent of cancellation,shall thereupon be promptly canceled.Bonds so canceled may at any time be destroyed by the Registrar,who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers described by the Bonds so destroyed,and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Registrar. 17 Resolution No.56-24 The City is hereby authorized to provide for the registration of the Bonds by herein authorizing the use of the Book-Entry System for such Bonds.Bonds held by the Securities Depository while the Bonds are registered under the Book-Entry System shall be registered in the name of the Securities Depository or its nominee and beneficial ownership of such Bonds shall be transferred in accordance with the procedures of the Securities Depository and its Participants. Section 5.BONDS MUTILATED,DESTROYED,STOLEN OR LOST.In case any Bond shall become mutilated,destroyed,stolen or lost,the City may execute and the Registrar shall authenticate and deliver a new Bond of like date,maturity and denomination as the Bond so mutilated,destroyed,stolen or lost;provided that,in the case of any mutilated Bond,such mutilated Bond shall first be surrendered to the City and,in the case of any lost,stolen or destroyed Bond,there shall first be furnished to the City and the Registrar evidence of such loss,theft,or destruction satisfactory to the City and the Registrar,together with indemnity satisfactory to them. In the event any such Bond shall be about to mature or have matured instead of issuing a duplicate Bond,the City may pay the same without surrender thereof.The City and the Registrar may charge the Owner of such Bond their reasonable fees and expenses in connection with this transaction. Any Bond surrendered for replacement shall be canceled in the same manner as provided in Section 4 of this Article ll. Any such duplicate Bonds issued pursuant to this Section shall constitute additional contractual obligations on the part of the City,whether or not the lost,stolen or destroyed Bonds be at any time found by anyone,and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Revenues with all other Bonds issued hereunder. 18 Resolution No.56-24 Section 6.FORM OF BONDS.The text of the Bonds shall be of substantially the following tenor,with such omissions,insertions and variations as may be necessary and desirable: 19 Resolution No.56-24 No.R- (Form of Bonds) $------- UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF DELRAY BEACH,FLORIDA GENERAL OBLIGATION BONDS SERIES 2024 (PARKS PROJECTS) Interest Rate Maturity Date July l,__ Dated Date CUSIP 247271 Registered Owner: Principal Amount: -------------------------------CEDE &CO.-------------------------------------- KNOW ALL MEN BY THESE PRESENTS,that the City of Delray Beach,Florida,a municipal corporation of the State of Florida (the "City").for value received,hereby promises to pay,from the Pledged Revenues,hereinafter mentioned,to the Registered Owner or registered assigns on the Maturity Date specified above,upon the presentation and sun-ender hereof at the designated corporate trust office of U.S.Bank Trust Company,National Association,as paying agent (said U.S.Bank Trust Company,National Association and any bank or trust company becoming successor paying agent being herein called the "Paying Agent"),the Principal Amount stated hereon with interest thereon at the interest Rate stated above,payable on the first day of January and July of each year,commencing January I,2025 until the City's obligation with respect to the payment of such principal sum shall be discharged.Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed to the address of the registered owner as such name and address shall appear on the registration books of U.S.Bank Trust Company,National Association,as registrar (said U.S.Bank Trust Company,National 20 Resolution No.56-24 Association and any bank or trust company becoming successor registrar being herein called the "Registrar"),on the fifteenth day of the calendar month preceding each Payment Date,whether or not such fifteenth day is a Saturday,Sunday or holiday (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 to the domestic bank account number on file with the Paying Agent as of the Record Date.Such interest shall be payable from the most recent Payment Date next preceding the date of authentication to which interest has been paid,unless the date hereof is an January I or July I to which interest has been paid,in which case from the date of authentication,or unless the date hereof is prior to January I,2025,in which case from the Dated Date,or unless the date hereof is between a Record Date and the next succeeding Payment Date,in which case from such Payment Date;provided, however,that if and to the extent there is a default in the payment of the interest due on such 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 Payment Date established by notice mailed by the Registrar to the registered owner not less than the tenth day preceding such subsequent Payment Date.The Principal Amount and accrued interest thereon is payable in any coin or currency of the United States of America,which,on the date of payment thereof,shall be legal tender for the payment of public and private debts. This Bond shall not be valid or obligatory for any purpose until the certificate of authentication set forth hereon shall have been duly executed by the Registrar. This Bond is one of an authorized issue of Bonds of the City designated as its General Obligation Bonds,Series 2024 (Parks Projects)(herein called the "Bonds"),in the aggregate 21 Resolution No.56-24 principal amount ofS of like date,tender,and effect,except as to number,date of maturity and interest rate,issued for the purpose of financing all or a portion of the Parks Projects (as defined in the herein referred to Resolution),under the authority of and in full compliance with the Constitution and Statutes of the State of Florida,including particularly, Chapter 166,Florida Statutes,as amended and supplemented,the City Charter,as amended and supplemented and other applicable provisions of law,and a resolution duly adopted by the City Commission of the City of Delray Beach,Florida on March 5,2024,as may be amended and supplemented from time to time (herein referred to as the "Resolution"),and is subject to all the tenns and conditions of the Resolution.Any capitalized term not otherwise defined in this Bond shall have the meaning ascribed to such tenn in the Resolution. This Bond is payable from and secured by a lien upon and pledge of the Pledged Revenues, all in the manner provided in the Resolution and which pledge represents the Ad Valorem Taxes the City is authorized to levy pursuant to the Referendum. "Ad Valorem Taxes"shall mean all ad valorem taxes levied without limitation as to rate or amount on all taxable property in the City which are authorized to be levied pursuant to the Referendum. "Pledged Revenues"shall mean (a)Ad Valorem Taxes deposited in the Debt Service Fund created and established under the Resolution,(b)investment income received from the investment of moneys in the Debt Service Fund,and (c)any other moneys deposited in the Debt Service Fund or received by the Paying Agent in connection with the repayment of the Bonds. It is further agreed between the City and the Owner of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon any property or in the City,but shall constitute a lien only on the Pledged Revenues pledged thereto,all in the manner provided in the 22 Resolution No.56-24 Resolution.The original registered owner,and each successive registered owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: [REDEMPTION PROVISIONS] (I)The Registrar shall maintain the books of the City for the registration of Bonds and for the registration of transfers of Bonds as provided in the Resolution.The Bonds shall be transferable by the registered Owner thereof in person or by his attorney duly authorized in writing only upon the books of the City kept by the Registrar and only upon sun-ender hereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney.Upon the transfer of any such Bond,the City shall issue in the name of the transferee a new Bond or Bonds. (2)The City,the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner of such Bond,whether such Bond shall be overdue or not,for the purpose of receiving payment of,or on account of,the principal of and interest on such Bond as the same becomes due, and for all other purposes.All such payments so made to any such registered owner or upon his or her order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid,and neither the City,the Paying Agent,nor the Registrar shall be affected by any notice to the contrary. (3)At the option of the registered owner thereof and upon sun-ender hereof at the designated corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney and upon payment by such registered owner of any charges which the Registrar or the City may 23 Resolution No.56-24 make as provided in the Resolution,the Bonds may be exchanged for Bonds of the same maturity of any other authorized denominations. (4)In all other cases in which the privilege of exchanging Bonds or transferring Bonds is exercised,the City shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Resolution.There shall be no charge for any such exchange or transfer of Bonds,but the City or the Registrar may require payment of a sum sufficient to pay any tax,fee or other governmental charge required to be paid with respect to such exchange or transfer.Neither the City nor the Registrar shall be required (a)to transfer or exchange Bonds for a period from a Record Date to the next succeeding interest Payment Date on such Bonds or 15 days next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption;or (b)to transfer or exchange any Bonds called for redemption.However,if less than all of a term Bond is redeemed or defeased,the City shall execute and the Registrar shall authenticate and deliver,upon the sun-ender of such term Bond, without charge to the Bondholder,for the unpaid balance of the principal amount of such term Bond so surrendered,a registered term Bond in the appropriate denomination and interest rate. It is hereby certified and recited that all acts,conditions,and things required to exist,to happen,and to be performed,precedent to and in the issuance of this Bond exist,have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto,and that the issuance of this Bond,and of the issue of Bonds of which this Bond is one,is in full compliance with all constitutional or statutory limitations or provisions. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 24 Resolution No.56-24 IN WITNESS WHEREOF,the City of Delray Beach,Florida has caused this Bond to be signed by the Mayor or the Vice Mayor of the City Commission of the City of Delray Beach, Florida,either manually or with his/her facsimile signature,and the seal of said City to be affixed hereto or imprinted or reproduced hereon,and attested by the City Clerk (or Deputy Clerk),either manually or with his/her facsimile signature,all as of the Dated Date. CITY OF DELRAY BEACH,FLORIDA (SEAL) Mayor/Vice Mayor of the City Commission of the City of Delray Beach,Florida ATTEST: CITY CLERK/DEPUTY CITY CLERK By: Name:-------------Title: 25 Resolution No.56-24 CERTIFICATE OF AUTHENTICATION Date of Authentication: This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution. U.S.BANK TRUST COMPANY, NATIONAL ASSOCIATION,as Registrar By: Authorized Officer 26 Resolution No.56-24 ABBREV IA TIO NS The following abbreviations,when used in the inscription on the face of the within Bond, shall be construed as though they were written out in fu ll according to applicable laws or regulations: TEN COM TEN ENT JTTEN UNIFORM TRANSFER MIN ACT as tenants in common as tenants by the entireties as joint tenants with rights of survivorship and not as tenants in common Custodian-------------(Cust)(Minor) Under Unifonn Transfer to Minors Act------------(St ate) Additional abbreviations may also be used though not in the above list. 27 Resolution No.56-24 ASSIGNMENT AND TRA NSFER FOR VALUE RECEIVED the undersigned sells,assigns and transfers unto (please print or typew rite nam e and address of assignee) the within Bond and all rights thereunder,and hereby irrevocably constitutes and appoints Attorney to transfer the within Bond on the books kept for registration thereof,with full power of substitution in the premises. Signature Guarantee: NOTIC E:Signature(s)must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company Please insert social security or other identifying number of Assignee. 28 NOTIC E:The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Resolution No.56-24 Section 7. A. BOOK-ENTRY SYSTEM As long as the Bonds are registered under the Book-Entry System,the City and the Registrar,as the case may be,shall comply with the terms of the agreements with the Securities Depository (collectively,the "Book-Entry Agreement").The Blanket Issuer Letter of Representations on file with the Securities Depository,to evidence the Book-Entry System of registration with respect to certain of the City's bonds and previously filed with Securities Depository shall be applicable to the Bonds.The Mayor or Vice Mayor of the Commission,the Clerk,or Chief Financial Officer are each hereby authorized and directed to execute and deliver such other documents and certificates to evidence the Book-Entry System of registration for the Bonds.The Book-Entry System through the Securities Depository may be terminated upon the happening of any of the following: I.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,pursuant to the rules and regulations of the Securities Depository,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 Section 7.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 29 Resolution No.56-24 for the cost and expenses for the printing thereof)and to account for the fact that,thereafter,the Bonds will no longer be registered under the Book-Entry System,and (ii)the 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,making 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 or communication specified herein or required by this Resolution to be given to the Beneficial Owners of the Bonds. Section 8.SALE AND A WARD OF BONDS;DELEGATION OF AUTHORITY; PARAMETERS.The City Manager or Chief Financial Officer is hereby authorized and directed to provide for the public sale of the Bonds by competitive bid in the manner provided in Section 218.385,Florida Statutes,at an aggregate purchase price of not less than 99%per maturity with I 00.00%minimum of the aggregate original principal amount of the Bonds issued and at a true interest cost rate (TIC"),not to exceed 5.50%(the "Maximum TIC").Any original issue discount 30 Resolution No.56-24 or premium shall be such as may be necessary to sell the Bonds.Without limiting the generality of the foregoing,such public sale shall be conducted by an internet bidding process via IHS Markit's Parity/BidComp ("PARITY")or other similar website.The Chief Financial Officer is hereby authorized to detennine the most advantageous date and time of sale and to publish the Official Notice of Bond Sale,or a summary thereof,in one or more newspapers of general circulation or financial journals published within or without the State of Florida,as deemed appropriate,such publication to be not less than ten (I 0)days prior to the date of sale of Bonds; and if all bids received are rejected,such Bonds may again be offered for sale in the manner provided herein.The Official Notice of Bond Sale shall be in substantially the form thereof attached hereto as Exhibit "A,"with such deletions,changes,revisions or modifications as may be approved by the Chief Financial Officer,including,without limitation,such changes as may be required to provide for public sale by competitive bids through a different internet bidding process. Proposals for purchase of the Bonds will be received electronically via PARITY as provided in the Official Notice of Bond Sale,on such date and time as set forth in the Official Notice of Bond Sale as may be established by the Chief Financial Officer.The Chief Financial Officer is further authorized to award the Bonds to the bidder(s)providing the lowest TIC (but not in excess of the Maximum TIC)and who otherwise meets and satisfies the terms and conditions of the Official Notice of Bond Sale. In making the detenninations set forth above and in Section 9 hereof as to the details and other matters relating to the Bonds and the documentation related thereto,the Chief Financial Officer is entitled to consult with and seek advice from the City Manager,the Financial Advisor, the City Attorney and Bond Counsel.To evidence compliance with the foregoing parameters and the parameters set forth in Section 9 of this Article II,the Financial Advisor shall provide a written 31 Resolution No.56-24 certification to that effect to the Chief Financial Officer and City Manager prior to the official award of the Bonds.The City's Financial Advisor shall also file with the Chief Financial Officer and City Manager a written summary of the final details of the Bonds including original issuance discount or premium,if any,interest rates,principal amounts for the Bonds,costs of issuance for the Bonds,Underwriters'discount,management fee and takedown for the Bonds.Such written summary shall be entered into Commission records as an attachment to this Resolution.The Chief Financial Officer is hereby authorized to consent,on behalf of the City,to any changes to this Section 8 or Section 9 below if the City's Financial Advisor certifies in writing that such changes are necessary to market the Bonds within the parameters set forth above. Section 9. A. GENERAL TERMS AND REDEMPTION PROVISIONS. The Bonds shall be dated the date of delivery,shall be issued in such principal amount,shall bear interest from the date thereof,payable semiannually on each Payment Date at the rates,and shall mature on July 1,commencing on July I,2025,in accordance with the maturity schedule,shall consist of Serial Bonds and/or Tenn Bonds and may be subject to optional and/or mandatory sinking fund redemption,all as set forth in the final Official Statement,as such rates,dates,principal amount,maturity schedule and redemption provisions may be approved by the Chief Financial Officer,provided that the aggregate principal amount shall not exceed $20,000,000,the TIC shall not exceed the Maximum TIC and the final maturity of the Bonds shall not be later than thirty (30)years from issuance. B.The Bonds may be subject to optional redemption prior to maturity at the option of the City,in whole or in part,at such times,and at the redemption prices,as approved and determined by the Chief Financial Officer,as shall be set forth in the Official Statement but not later than July I,2034;provided,however,that the redemption price of the Bonds shall not exceed 32 Resolution No.56-24 one hundred percent (I 00%)of the principal amount of the Bonds to be optionally redeemed.In addition,any Bonds issued as Term Bonds shall be subject to mandatory sinking fund redemption as set forth in the written summary provided by the City's Financial Advisor. C.Notice of redemption shall be given by deposit in the U.S.mail,postage prepaid,at least thirty (30)days before the redemption date to all registered owners of the Bonds or portions of the Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof.Failure to mail any such notice to a registered owner of a Bond,or any defect therein,shall not affect the validity of the proceedings for redemption of any Bond or portion thereof with respect to which no failure or defect occun-ed. The foregoing notwithstanding,if it is detennined that the giving of notice by U.S.mail is not feasible,any other industry-accepted means of giving notice,including,but not limited to, facsimile or electronic transmission,may be utilized for the giving of notice,provided that it can be established that the notice was in fact given by such other means. Such notice shall set forth the date fixed for redemption,the rate of interest borne by each Bond being redeemed,the date of publication,the name and address of the Registrar and Paying Agent,the redemption price to be paid and,if less than all of the Bonds then Outstanding shall be called for redemption,the distinctive numbers and letters,including CUSIP numbers,if any,of such Bonds to be redeemed and,in the case of Bonds to be redeemed in part only,the portion of the principal amount thereof to be redeemed.If any Bond is to be redeemed in part only,the notice of redemption which relates to such Bond shall also state that on or after the redemption date,upon sun-ender of such Bond,a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond may be issued upon request of the Owner.Conditional Notice of Redemption is authorized to be given for any optional redemption. 33 Resolution No.56-24 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:The Depository Trust Company,711 Stewart Avenue,Garden City,New York 11530,Fax (516)227-40390r 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. 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. Notwithstanding the above,so long as the Bonds are held in a book-entry only system maintained by Securities Depository,such notice of redemption shall only be sent to Securities Depository or its nominee. Any notice mailed or otherwise provided by such other means,all as set forth in this Section 9,shall be conclusively presumed to have been duly given,whether or not the owner of such Bond receives such notice. D.Notice having been given in the manner and under the conditions hereinabove provided,the Bonds or portions of Bonds so called for redemption shall,on the redemption date designated in such notice,become and be due and payable at the redemption price provided for redemption for such Bonds or portions of Bonds on such date;provided,however, that the Bonds or portions of Bonds called for optional redemption for which a Conditional Notice of Redemption was given,shall not become due and payable on the redemption date if sufficient moneys to pay the redemption price of such Bonds or portions of such Bonds have not been 34 Resolution No.56-24 received by the Paying Agent on or prior to the redemption date.On the date so designated for redemption,moneys for payment of the redemption price being held in a separate account by the Paying Agent in trust for the registered owners of the Bonds or portions thereof to be redeemed, all as provided in this Resolution,interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue,such Bonds and portions of Bonds shall cease to be entitled to any lien,benefit or security under this Resolution and shall be deemed paid hereunder,and the registered owners of such Bonds or portions of Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and,to the extent provided in the next paragraph,to receive Bonds for any unredeemed portions of the Bonds. E.Unless the Bonds are registered pursuant to the Book-Entry System,in case part,but not all,of an Outstanding fully registered Bond shall be selected for redemption,the registered owners thereof shall present and surrender such Bond to the City or its designated Paying Agent for payment of the principal amount thereof so called for redemption,and the City shall execute and deliver to or upon the order of such registered owner,without charge therefor, for the unredeemed balance of the principal amount of the Bonds so surrendered,a new Bond or Bonds fully registered as to principal and interest. F.If the date for payment of the principal of or interest on the Bonds or the date for the taking of any action in connection with the Bonds shall be a Saturday,Sunday,legal holiday or a day on which banking institutions where the designated corporate trust office of the Paying Agent is located are authorized by law or executive order to close,then the date for such payment or for the taking of such action shall be the next succeeding day which is not a Saturday, Sunday,legal holiday or a day on which such banking institutions are authorized to close,and 35 Resolution No.56-24 payment or the taking of such action on such day shall have the same force and effect as if made or taken on the nominal date specified for the payment or action. Section 10.PRELIMINARY AND OFFICIAL STATEMENT.The Official Statement in substantially the form of the Preliminary Official Statement attached hereto as Exhibit B with such changes and completion as to the details of the Bonds as shall be approved by the City Attorney,Disclosure Counsel,the Chief Financial Officer,the City Manager and the City's Bond Counsel,be and the same is hereby approved,and the Commission hereby approves the use of the final Official Statement by the Underwriters (by way of electronic distribution)in connection with the offering and sale of the Bonds and the Commission hereby further approves the use by the Underwriters of any supplement or amendment to the Official Statement.The Mayor of the Commission (or,in the absence of the Mayor of the Commission,the Vice Mayor of the Commission)is hereby authorized and directed to execute the Official Statement and any amendment or supplement thereto,in the name and on behalf of the City,and thereupon to cause the Official Statement and any such amendment or supplement to be delivered to the Underwriters with such approval to be conclusively evidenced by his or her execution and delivery thereof.In addition,the Commission hereby authorizes,approves and consents to the use by the Underwriters (by way of electronic distribution)of the Preliminary Official Statement (attached hereto as Exhibit 8)when in final form in connection with the public offering of the Bonds.Prior to such distribution,the Chief Financial Officer is hereby authorized to deem such Preliminary Official Statement relating to the Bonds "final"within the meaning of the Rule as of its date,except for certain "permitted omissions"as defined therein. Section 11.PAYING AGENT AND REGISTRAR;PAYING AGENT AGREEMENT.U.S.Bank Trust Company,National Association is hereby appointed as paying 36 Resolution No.56-24 agent (the "Paying Agent")and registrar (the "Registrar")for the Bonds.By the acceptance of such appointment,U.S.Bank Trust Company,National Association agrees to comply with the terms of this Resolution and Paying Agent Agreement applicable to it.The Paying Agent Agreement in substantially the form of the Paying Agent and Registrar Agreement attached hereto as Exhibit C with such changes and completion as to the details of the Bonds as shall be approved by the City Attorney,Disclosure Counsel,the Chief Financial Officer and the City's Bond Counsel,be and the same is hereby approved.The Mayor of the Commission (or,in the absence of the Mayor of the Commission,the Vice Mayor of the Commission)or the Chief Financial Officer is hereby authorized and directed to execute the final Paying Agent Agreement and in the name and on behalf of the City,and thereupon to cause the Paying Agent Agreement to be delivered to the Paying Agent and Registrar with such approval to be conclusively evidenced by his execution and delivery thereof. ARTICLE Ill COVENANTS,FUNDS AND APPLICATION THEREOF TAXING POWER OF THE CITY.The Bonds are general obligations of the City and shall be secured by the pledge of the Pledged Revenues.The full faith and credit is pledged for the payment of debt service on the Bonds. It is agreed between the City and the Bondholders that the Bonds and the obligations evidenced thereby shall not constitute a lien upon any of the Parks Projects or on any other property of or in the City,but shall constitute a lien only on the Pledged Revenues pledged thereto,all in the manner provided in this Resolution. Section 1. Section 2.BONDS SECURED BY LIEN ON AND PLEDGE OF THE PLEDGED REVENUES.The payment of the principal of and interest on all of the Bonds issued hereunder shall be secured forthwith equally and ratably by a lien on and pledge of the Pledged Revenues in 37 Resolution No.56-24 an amount sufficient to pay the principal of and interest on the Bonds herein authorized,and to make the required payments into the Debt Service Fund,hereinafter created,and all other payments provided for in this Resolution as the same become due and payable. Section 3.APPLICATION OF BOND PROCEEDS.All net proceeds received by the City from the sale of the Bonds authorized and issued pursuant to this Resolution shall be disbursed in the following manner and order of priority: A.All of the net proceeds derived from the sale of the Bonds shall be deposited in a fund in a bank or trust company in the State which is eligible under State law to receive deposits of City funds,which fund is hereby created,established and designated as the "Parks Improvement Fund"together with other moneys lawfully available therefor,if any,to be used to finance all or a portion of the Parks Projects.There is hereby created and established in the Parks Improvement Fund a separate line item to be known as the "Cost of Issuance Cost Center."into which shall be deposited on the date of initial issuance and delivery of the Bonds an amount sufficient to pay the costs of issuance of the Bonds,unless the City elects to pay all costs of issuance of the Bonds from another source.No withdrawals shall be made from the Parks Improvement Fund,except for amounts in the Cost of Issuance Cost Center,without receipt of a written requisition executed by the duly authorized official of the City responsible for the administering of the Parks Projects,specifying the purpose for which such withdrawal is to be made and certifying that such purpose is to finance any portion of the Parks Projects.If,for any reason,the moneys in the Parks Improvement Fund,or any part thereof,are not necessary for,or are not applied to,the purposes of acquiring the Parks Projects,then such surplus proceeds shall be deposited,upon certification of the Chief Financial Officer,that such surplus proceeds are not needed for the purposes of the Parks Improvement Fund,in the following order: 38 Resolution No.56-24 I.First,to the Debt Service Fund (as herein defined)in the amounts determined by subsequent proceedings of the Commission;and 2.Second,the balance,if any,to the City to be used for any lawful capital purpose consistent with the purposes identified in the Referendum upon receipt of an opinion of Bond Counsel to the effect that such use will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. The moneys deposited in the Parks Improvement 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 Parks Improvement 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 Parks Improvement Fund and be used for the purposes of the Parks Improvement Fund. Any moneys received by the City from the State,from Palm Beach County,or from the United States of America or any agencies thereof for the purpose of financing any part of the Parks Projects,may be deposited in the Parks Improvement Fund and used in the same manner as the net proceeds from the Bonds 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 or has effected an inter-fund loan in anticipation of the receipt of such moneys;and provided further,that separate accounts may be established in the Parks Improvement Fund for moneys received pursuant to the provisions of this paragraph whenever required by federal or State regulations. All of the net proceeds from the sale of the Bonds deposited hereunder 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 Owners of the Bonds. 39 Resolution No.56-24 Section 4.COVENANTS OF THE CITY.As long as any of the principal of or interest on any of the Bonds shall be Outstanding and unpaid,or until there shall have been set apart in the Debt Service Fund,a sum sufficient to pay,when due,the entire principal of the Bonds remaining unpaid,together with interest accrued and to accrue thereon,or until the provisions of Section 4.G of this Atiicle III have been complied with,the City covenants with the Owners of any and all of the Bonds issued pursuant to this Resolution as follows: A.Pledge of Ad Valorem Taxes.Until all of the Bonds are paid or deemed paid pursuant to the provisions of this Resolution,the City hereby covenants to levy and collect Ad Valorem Taxes without limitation as to rate or amount on all taxable property within the City expected to pay debt service on the Bonds. 8.Tax Covenant. I.In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes pursuant to Section 103(a)of the Code,and for no other purpose,the City covenants to comply with each applicable requirement of the Code.In furtherance of the covenant contained in the preceding sentence,the City agrees to comply with the provisions of the Tax Certificate executed by the City on the date of initial issuance and delivery of the Bonds. 2.The City covenants that the City shall make any and all payments required to be made to the United States Department of the Treasury in connection with the Bonds pursuant to Section l 48(f)of the Code from amounts on deposit in the fund and account established in connection with the Bonds or from other legally available funds of the City. 3.Notwithstanding any other provision of this Resolution to the contrary,as long as necessary in order to maintain the exclusion of the interest on the Bonds from 40 Resolution No.56-24 gross income for federal income tax purposes,the covenants contained in this Section shall survive the payment of the Bonds and the interest thereon,including any payment or discharge thereof pursuant to Section 4.G.of this Article Ill. C.Establishment of the Debt Service Fund.There is hereby created and established a "Debt Service Fund"with a bank or trust company in the State which is eligible under State law to receive deposits of City funds.The Debt Service Fund shall constitute a trust fund for the benefit of the Holders of the Bonds until so applied in accordance with the terms hereof. Principal and interest due on the Bonds shall be payable from the Debt Service Fund. D.Disposition of Pledged Revenues.The City shall deposit the Ad Yalorem Taxes into the Debt Service Fund at such times (but in no case later than the Business Day next preceding an Payment Date)and in such amounts as shall be sufficient to make full and timely payments of the principal of and interest on the Bonds,as the same become due and payable,in each year that the Bonds are Outstanding and unpaid.The City may invest the moneys on deposit in the Debt Service Fund in Permitted Investments to mature not later than such times as shall be necessary to pay debt service on the Bonds (whether at maturity,by redemption,or otherwise). E.Books and Records.That the City will keep books and records in each Fiscal Year of the receipt of the Ad Yalorem Taxes in accordance with generally accepted accounting principles for government units,and any Owner or Owners of Bonds issued pursuant to this Resolution shall have the right at all reasonable times to inspect the records,accounts and data of the City relating thereto. F.Remedies.Any Owner of Bonds or any trustee acting for such Owners in the manner hereinafter provided,may either at law or in equity,by suit,action,mandamus or other proceedings in any court of competent jurisdiction,protect and enforce any and all rights under 41 Resolution No.56-24 the laws of the State,or granted and contained in this Resolution,and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the City or by any officer thereof. The Owner or Owners of Bonds in an aggregate principal amount of not less than fifty one per centum (51 %)of Bonds issued under this Resolution then Outstanding may by a duly executed certificate in writing appoint a trustee for Owners of Bonds issued pursuant to this Resolution with authority to represent such Owners in any legal proceedings for the enforcement and protection of the rights of such Owners.Such certificate shall be executed by such Owners or their duly authorized attorneys or representatives,and shall be filed in the office of the Clerk. Acceleration of the payment of principal of and interest on the Bonds shall not be a remedy available to the Owners of the Bonds. G.Discharge and Satisfaction of Bonds.The covenants,liens and pledges entered into,created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds in anyone or more of the following ways: I.by paying the principal of and interest on Bonds when the same shall become due and payable;or 2.by depositing in the Debt Service Fund or such other funds or accounts which are irrevocably pledged to the payment of the Bonds as the City may hereafter create and establish by proper proceedings moneys which,together with other moneys lawfully available therefor and deposited therein,if any,shall be sufficient at the time of such deposit to pay the principal of the Bonds and the interest thereon as the same become due on said Bonds on or prior to the maturity date thereof;or 42 Resolution No.56-24 3.by depositing in the Debt Service Fund or such other funds or accounts which are irrevocably pledged to the payment of the Bonds as the City may hereafter create and establish by proper proceedings moneys which,together with other moneys lawfully available therefor and deposited therein,if any,when invested in Defeasance Obligations,except for any beginning cash balance,will provide moneys which shall be sufficient to pay the principal of the Bonds and interest thereon as the same shall become due on said Bonds on or prior to the maturity date thereof. 4.Notwithstanding the foregoing,all references to the discharge and satisfaction of Bonds shall include the discharge of any maturity of the Bonds,any portion of a maturity of the Bonds or any combination thereof. Upon such payment or deposit in the amount and manner provided in this Section 4.G,the Bonds shall no longer be deemed to be Outstanding for the purposes of this Resolution and all liability of the City with respect to the Bonds shall cease,terminate and be completely discharged and extinguished,and the Owners thereof shall be entitled for payment solely out of the moneys or securities so deposited. H.Rule I5c2-12 Undertaking.That in order to assist the Underwriters of the Bonds issued under this Resolution 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 4.H.of this Article III shall be for the benefit of the registered owners and Beneficial Owners of the Bonds. 1.The City undertakes and agrees to provide to MSRB,through EMMA and to the State of Florida infonnation depository (herein,the "SID")if and when such a SID is created (i)the City's financial statements generally consistent with the financial statements 43 Resolution No.56-24 presented in the Official Statement relating to the Bonds,and (ii)update the information in the Official Statement regarding the City's Ad Valorem Taxes set forth in the Official Statement under the heading "AD VA LO REM TAXATION"or at the discretion of the City,any other information under such other heading related to the operations of the City.The information referred to in clauses (i)and (ii)is herein collectively referred to as the Annual Information."The Annual Information and any notice described in paragraph 5 of this Section 4.H.shall be filed in EMMA Compliant Format. 2.The Annual Infonnation described in clause (i)of subparagraph 1 above in audited form (for as long as the City provides such financial information in audited form) is expected to be available on or before March 31 of each year for the Fiscal Year ending on the preceding September 30,commencing March 31,2025 for the Fiscal Year ending on the preceding September 30,2024.The Annual Information referred to in clause (i)of subparagraph 1 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.Notwithstanding the foregoing,if the City is not able to deliver audited financial statements by March 31 of any year,such audited financial statements must be provided to the MSRB,through EMMA and the SID,if any,by June 1 of such year.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 and 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.As long as the City files the unaudited financials by March 31 of any year,if the audited financials are not available,and the audited financial statements by June 1 of that same 44 Resolution No.56-24 year,no notice shall be required to be filed.Such notice shall also indicate the reason for such failure and when the City reasonably expects such Annual Information will be available.Timely notice shall be given within ten (10)Business Days of the date of such failure.All filings with EMMA shall be in EMMA Compliant Fonnat. 3.The Annual Information referred to in clause (i)of subparagraph I above and presented in 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. 4.If,as authorized by subparagraph 6 below,the City's Undertaking with respect to subparagraph I above requires amending,the City undertakes and agrees that the Annual Infonnation described in clause (i)of subparagraph I 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 subparagraph 3 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. 5.The City undertakes and agrees to provide to MSRB,through EMMA,and to the SID,if any,within ten (I 0)Business Days of the occurrence of the events listed below (except as otherwise provided with respect to the event listed in clause (h))notice of the occurrence of any of the following events with respect to the Bonds,if material or deemed material: 45 Resolution No.56-24 (a)principal and interest payment delinquencies; (b)non-payment related defaults,if material; (c)unscheduled draws on any debt service reserve account reflecting financial difficulties; (d)unscheduled draws on credit enhancements reflecting financial difficulties: (e)substitution of credit or liquidity providers,or their failure to perform: (f)adverse tax opinions,the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Fonn 570 I 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; (g)modifications to rights of Bondholders,if material; (h)Bond calls,if material,and tender offers; (i)defeasances of the Bonds; )release,substitution,or sale of property securing repayment of the Bonds,if material; (k)rating changes; (I)any failure on the part of the City to comply with its undertaking; (m)bankruptcy,insolvency,receivership or similar event of the City or any other obligated person (which is considered to occur when any of the following occur: 'Not applicable to the Bonds. 46 Resolution No.56-24 the appointment of a receiver,fiscal agent or similar officer for the City or any other obligated person 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 any other obligated person,or if such jurisdiction has been assumed by leaving the existing governmental 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 confinning 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 or any other obligated person); (n)the consummation of a merger,consolidation,or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person,other than in the ordinary course of business,the entry into a definitive agreement to undertake such an action or the tennination of a definitive agreement relating to any such actions, other than pursuant to its tenns,if material; (o)appointment of a successor or additional trustee or the change of name of a trustee,if material; (p)incurrence of a Financial Obligation of the City or any other obligated person,if material,or agreement to covenants,events of default,remedies,priority rights,or other similar tenns of a Financial Obligation of the City or any other obligated person, which affect security holders,if material; (q)default,event of acceleration,termination event, modification of terms,or other similar events under the tenns of the Financial Obligation of the City or any other obligated person,which reflect financial difficulties;and 47 Resolution No.56-24 (r)any amendment to the accounting principles to be followed by the City in preparing its financial statements,as required by this Section 4.H.of Article III. Events described in clauses (a),(f),(i),(k),(b),(m).and (q)shall always be deemed material. Notwithstanding the foregoing,notice of the event described in clause (h)need not be given any earlier than the time notice is required to be given to the registered owners of the Bonds. 6.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 4.H (including the amendments referred to in paragraph 4 above)only if: (a)The amendment or supplement is made only in connection with a change in circumstances existing at the time the Bonds were originally issued that arises from (i)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 collection of its Ad Valorem Taxes; (b)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 (c)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 4.H,the City shall describe the same in the next report of Annual Infonnation and shall include,as applicable,a narrative 48 Resolution No.56-24 explanation of the reason for the amendment or supplement and its impact,if any,on the financial information and operating data being presented in the Annual Information. 7.The City's Undertaking as set forth in this Section 4.H shall terminate if and when the Bonds are paid or deemed paid within the meaning of Section 4.G.of this Article III. 8.The City acknowledges that its Undertaking pursuant to the Rule set forth in this Section 4.H 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 Undertaking 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. 9.The City reserves the right to satisfy its obligations under this 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 I. ARTICLE IV MISCELLANEOUS PROVISIONS MODIFICATION OR AMENDMENT.Except as otherwise provided in Section 4.H of Article Ill of this Resolution,no 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 any redemption provision or a reduction in the rate of interest thereon, 49 Resolution No.56-24 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,from the Pledged Revenues,or reduce such percentage of Owners or 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 4.H of Article III of this Resolution regarding amendments to the City's Undertaking,this Resolution may be amended,changed,modified and altered without the consent of the Owners of Bonds,(i)to cure any ambiguity,coITect 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 from gross income for federal income tax purposes,(iv)to secure or maintain a rating on the Bonds,or (v)to implement or discontinue a Book-Entry System. Section 2.SEVERABILITY OF INVALID PROVISIONS.If any one or more of the covenants,agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law,though not expressly prohibited,or against public policy,or shall for any reason whatsoever be held invalid,then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants,agreements or provisions,and shall in no way affect the validity of any of the other provisions of the Resolution or of the Bonds issued hereunder. Section 3.FURTHER AUTHORIZATIONS.The Mayor of the Commission,the Vice Mayor,the City Manager,the Clerk,the Chief Financial Officer,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 entering into a paying agent 50 Resolution No.56-24 and registrar agreement if so required,and in a form acceptable to the City Attorney and Bond Counsel and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. Section 4. its adoption. EFFECTIVE DATE.This Resolution shall take effect immediately upon 51 Resolution No.56-24 The Mayor/Vice Mayor thereupon declared the resolution duly passed and adopted this 5"" day of March,2024. Date:March 5,2024 The foregoing Resolution is hereby approved by me as to,form this 5"day of March,2024. By: 52 Resolution No.56-24 EXHIBIT A DRAFTS OF SUMMARY NOTICE OF SALE AND OFFICIAL NOTICE OF SALE A-I Resolution No.56-24 EXHIBIT B DRAFT OF PRELIMINARY OFFICIAL STATEMENT B-I Resolution No.56-24 691688898v7 691688898v8 EXHIBIT C DRAFT OF PA YING AGENT AGREEMENT C-1 Resolution No.56-24 EXHIBIT ·A" SUMMARY NOTICE OF SALE $20,000,000 CITY OF DELRAY BEACH,FLORIDA GENERAL OBLIGATION BONDS,SERIES 2024 (PARKS PRO.JECTS) NOTICE IS HEREBY GIVEN that all-or-none bids will be received by the City of Delray Beach.Florida (the "City " for the purchase of $20.000.000'City of Delray Beach.Florida General Obligation Bonds.Series 2024 (Parks Projects)(the Series 2024 Bonds"). In accordance with the Official Notice of Sale all bids for the Series 2024 Bonds must be submitted electronically via Parity "by a.m..Eastern Day light Time on .2024. To bid.bidders must be a contracted customer of the IS Markit's Parity /BiDCOMP Competitive Bidding System (the "System"or "Parity "").Prospective bidders that do not have a contract with the System should call (212)849-5021 to become a customer and to obtain a list of the bidding rules and procedures.The use of Parity shall be at the bidder s risk and expense. and the City shall have no liability with respect thereto.Only bids submitted through Parity will be considered.The City reserves the right to cancel or postpone the date and time established for the receipt of bids and to change the principal amount or amortization of the Series 2024 Bonds by notice communicated through Refiniti TM3 no less than twenty (20)hours prior to the date and time established for receipt of bids. As will be described in the Official Notice of Sale.the Series 2024 Bonds are being issued for the capital projects relating to certain improvements to certain City -owned parks in a principal amount of not exceeding $20.000.000.and (2)pa the costs of issuance of the Series 2024 Bonds. The Series 2024 Bonds will be issued in fully registered book-entry -only form through the facilities of The Depository Trust Company.New York.New York.as the securities depository.Beneficial interests in the Series 2024 Bonds may be sold in denominations of $5.000 or integral multiples of $5.000.Settlement for the Series 2024 Bonds is expected to occur on or about .2024. On or around .2024.the Preliminary Official Statement and the Official Notice of Sale for the Series 2024 Bonds may be obtained electronically from www.munios.com.Copies of the Preliminary Official Statement and the Official Notice of Sale relating to the Series 2024 Bonds will also be available upon request from the City 's Financial Advisor.PFM Financial Advisors LLC 200 S.Orange Avenue.Orlando.Florida 32801 telephone:(407)406-5760.email:gloveri @ptm.com. Attention:Jay Glover (the "Financial Advisor"). CITY OF DELRAY BEACH.FLORIDA Hlugh Dunkley Chief Financial Officer Dated:.2)?4 691688901v5 preliminary.subject to change. EXHIBIT "A" OFFICIAL NOTICE OF SALE $20,000,000' CITY OF DELRAY BEACH,FLORIDA GENERAL OBLIGATION BONDS,SERIES 2024 (PARKS PROJECTS) OFFICIAL NOTICE OF SALE The City of Delray Beach,Florida General Obligation Bonds,Series 2024 (Parks Projects)(the "Series 2024 Bonds"),are being offered for sale in accordance with this Official Notice of Sale.Bids for the purchase of the Series 2024 Bonds will be received on behalf of the City of Delray Beach,Florida,electronically via IHS Markit's Parity/BiDCOMP Competitive Bidding System ("Parity")on April 11,2024 until AM.,Eastern Time. April 3,2024 •Preliminary,subject to change. OFFICIAL NOTICE OF SALE $20,000,000 CITY OF DELRAY BEACH,FLORIDA GENERAL OBLIGATION BONDS,SERIES 2024 (PARKS PROJECTS) Notice is given that all-or-none bids will be received by the City of Delray Beach,Florida (the "City"),for the purchase of $20,000,000*City of Delray Beach,Florida General Obligation Bonds,Series 2024 (Parks Projects)(the "Series 2024 Bonds").All bids must be submitted electronically via Parity®by AM.,Eastern Time on April 11,2024.To bid on the Series 2024 Bonds,bidders must be a contracted customer of the IHS Markit's BiDCOMP Competitive Bidding System (the "System").Prospective bidders that do not have a contract with the System should call (212)849-5021 to become a customer and to obtain a list of the bidding rules and procedures.For further information about Parity®,potential bidders may contact IHS Markit at 450 West 33rd Street,5th Floor,New York,NY 10001,telephone (212)849-5021. The use of Parity®shall be at the bidder's risk and expense,and the City shall have no liability with respect thereto.Only bids submitted through Parity®will be considered.To the extent any instructions or directions set forth on Parity®conflict with this Official Notice of Sale,the terms of this Official Notice of Sale shall control. THE BIDDING PROCESS,CURRENTLY SCHEDULED FOR APRIL 11,2024,AT A.M.,EASTERN TIME,MAY BE CANCELLED OR POSTPONED OR THE PRINCIPAL AMOUNT AND AMORTIZATION OF THE SERIES 2024 BONDS MAY BE CHANGED OR ANY OTHER PROVISION OF THIS OFFICIAL NOTICE OF SALE MAY BE AMENDED BY THE CITY UPON NO LESS THAN TWENTY (20)HOURS PRIOR NOTICE COMMUNICATED THROUGH REFINITIV TM3.IF SUCH A POSTPONEMENT,CHANGE OR AMENDMENT OCCURS,BIDS WILL BE RECEIVED IN ACCORDANCE WITH THIS OFFICIAL NOTICE OF SALE,AS MODIFIED BY SUCH NOTICE. SERIES 2024 BOND DETAILS The Series 2024 Bonds will be issued initially as fully registered bonds and,when executed and delivered,will be registered in the name of Cede &Co.,as registered owner and nominee for The Depository Trust Company,New York,New York ("DTC"),which will act as securities depository for the Series 2024 Bonds.Individual purchases of beneficial interests in the Series 2024 Bonds may be made only in book-entry-only form in denominations of $5,000 or integral multiples of $5,000.Purchasers of beneficial interests in the Series 2024 Bonds (the Beneficial Owners")will not receive physical delivery of bond certificates.As long as Cede & Co.is the registered owner of the Series 2024 Bonds,payments of principal and interest with respect to the Series 2024 Bonds will be made to such registered owner who will in turn remit such principal and interest payments to OTC participants for subsequent disbursement to the Beneficial Owners.U.S.Bank Trust Company,National Association will initially serve as paying agent and bond registrar with respect to the Series 2024 Bonds. The Series 2024 Bonds will be dated the date of their original issuance and delivery and bear interest from such date,payable commencing on January 1,2025,and on each July 1 and January 1 thereafter until maturity or prior redemption,at the rate or rates specified in the •Preliminary,subject to change. proposal of the successful bidder.The schedule of maturities and principal amounts to be paid are as follows: INITIAL MATURITY SCHEDULE SERIES 2024 BONDS Maturity* (July 1) 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Principal Amount* Maturity* (July 1) 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 Principal Amount* *NOTE:The City reserves the right to modify the initial maturity schedules shown above (the "Initial Maturity Schedule").See "SERIES 2024 BOND DETAILS -Adjustment of Principal Amounts"and "TERMS OF BID AND BASIS OF AWARD"below. Term Bond Option -Bidders may designate the principal amounts of the Series 2024 Bonds maturing after July 1,2034 set forth in the above Initial Maturity Schedule for any two (2) or more consecutive years as a single term maturity which will mature in the latest of the years designated,and will have a stated maturity amount equal to the sum of the annual principal amounts designated as a part of such term maturity.Upon such designation,the Series 2024 Bonds of such term maturity shall be subject to mandatory sinking fund redemption in part by lot on July 1,in the principal amounts which would otherwise have matured in such designated years,at the price of par plus accrued interest to the redemption date,without premium. Adjustment of Principal Amounts-The above Initial Maturity Schedule for the Series 2024 Bonds represents an estimate of the principal amounts and maturities of Series 2024 Bonds which will be sold.The City reserves the right to change the Initial Maturity Schedule by announcing any such change not later than twenty (20)hours prior to the date and time established for receipt of bids,through Refinitiv TM3.If such a change is announced,then the changes,when incorporated into the Initial Maturity Schedule,shall become part of a revised maturity schedule (the "Revised Maturity Schedule").The Revised Maturity Schedule shall be deemed the principal amounts and maturities for the bid submitted via Parity®.If no such change is announced,then the Initial Maturity Schedule will be deemed the principal amounts and maturities for the bid submitted via Parity®. As promptly as reasonably possible after the bids are received,the City will notify the bidder to whom the Series 2024 Bonds will be awarded,if and when such award is made,and 2 such bidder,upon such notice,shall advise the City of the initial reoffering prices to the public of each maturity of the Series 2024 Bonds (the "Initial Reoffering Prices").Such Initial Reoffering Prices,among other things,will be used by the City to calculate the final principal amount of each principal payment on the Series 2024 Bonds (the "Final Aggregate Principal Amount"and the "Final Principal Amount"of each principal payment,respectively;collectively,the "Final Amounts")to accommodate the financing objectives of the City.The Final Aggregate Principal Amount of the Series 2024 Bonds will not be reduced by more than 15%from the revised Aggregate Principal Amount.The Resolution defined below authorizing the issuance of the Series 2024 Bonds limits the par amount of the Series 2024 Bonds to $20,000,000.THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR CHANGE THE INTEREST RATES BID OR THE INITIAL REOFFERING PRICES AS A RESULT OF ANY CHANGES MADE TO THE REVISED AMOUNTS.The Final Amounts will be communicated to the successful bidder as soon as possible,but not later than 3:00 P.M.the day after awarding the Series 2024 Bonds. Should any adjustment to the principal amount of the Series 2024 Bonds be made pursuant to the immediately preceding two paragraphs,the dollar amount of the price bid will be changed so that the percentage net compensation to the successful bidder (i.e.,the percentage resulting from dividing (i)the aggregate difference between the offering price of the Series 2024 Bonds to the public and the price to be paid to the City,by (ii)the principal amount of the Series 2024 Bonds)does not increase or decrease from what it would have been if no such adjustment was made to the principal amounts of the Series 2024 Bonds. Optional Redemption Provisions -The Series 2024 Bonds maturing on or prior to July 1, 2034 are not subject to optional redemption.The Series 2024 Bonds maturing on or after July 1,2035 are subject to redemption prior to maturity,at the option of the City,in whole or in part on any date on or after July 1,2034,and if in part,in such order of maturities and in such amounts as the City shall select and by lot within a maturity,at a redemption price equal to 100%of the principal amount to be redeemed,plus accrued interest to the date of redemption, and without premium. AUTHORIZATION The City will issue the Series 2024 Bonds under the authority of,and in full compliance with the Constitution and laws of the State of Florida,including particularly,Chapter 166,as amended,and other applicable provisions of law and Resolution No.56-24 adopted by the City Commission of the City of Delray Beach,Florida (the "Commission")on March 5,2024 (the Resolution"). PA YING AGENT AND BOND REGISTRAR U.S.Bank Trust Company,National Association,Orlando,Florida,is serving as Paying Agent and Bond Registrar for the Series 2024 Bonds. PURPOSE The Series 2024 Bonds are being issued to:(1)finance the cost of making certain improvements to the Catherine Strong Park,the Miller Park,and certain other City-owned parks, as further described in the Resolution),and (2)pay the costs of issuance of the Series 2024 Bonds. 3 SECURITY FOR SERIES 2024 BONDS The Series 2024 Bonds are general obligations of the City and are payable solely from a pledge of ad valorem taxes as set forth in the Resolution.The City's full faith and credit is pledged for payment of the Bonds. For further information,see "SECURITY FOR THE SERIES 2024 BONDS"in the Preliminary Official Statement. RATINGS Moody's Investors Service,Inc.and S&P Global Ratings have assigned municipal bond ratings to the Series 2024 Bonds of "_"(stable outlook),and "(stable outlook), respectively.The rating reports of such rating agencies will be made available upon request to the Chief Financial Officer for the City at 100 N.W.pt Street,Delray Beach,Florida 33444, (561)243-6204 or to the City's Financial Advisor,PFM Financial Advisors LLC,200 S.Orange Avenue,Suite 760,Orlando,Florida 32801,(407)406-3760,gloveri@pfm com,Attention.Jay Glover (the Financial Advisor"). Such ratings reflect the views of the respective rating agencies and an explanation of the significance of such ratings may be obtained only from the rating agencies.There is no assurance that such ratings will be in effect for any given period of time or that they will not be revised downward or withdrawn entirely by either or both rating agency if,in the judgment of such rating agency,circumstances so warrant.Any such downward revision or withdrawal may have an adverse effect upon the market price of the Series 2024 Bonds. CONTINUING DISCLOSURE In the Resolution,the City has committed to provide certain annual information and notices of material events,as required by Rule 15c2-12 (the "Rule")promulgated by the Securities and Exchange Commission and as described in the Preliminary Official Statement under the caption "CONTINUING DISCLOSURE." The obligation of the successful bidder to purchase the Series 2024 Bonds shall be conditioned upon it receiving,at or prior to the delivery of the Series 2024 Bonds a copy of the Resolution setting forth the continuing disclosure undertaking described above,which shall constitute a written agreement for the benefit of the registered owners and Beneficial Owners of the Series 2024 Bonds,as required by the Rule. ESTABLISHMENT OF ISSUE PRICE Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm bid for the purchase of the Series 2024 Bonds.By submitting a bid for the Series 2024 Bonds,a bidder represents and warrants to the City that the bidder has an established industry reputation for underwriting new issuances of municipal bonds and such bidder's bid is submitted for and on behalf of such bidder by an officer or agent who is duly authorized to bind the bidder to a legal,valid and enforceable contract for the purchase of the Series 2024 Bonds.Once the bids are communicated electronically via PARITY®to the City,each bid will constitute an irrevocable offer to purchase the Series 2024 Bonds on the terms herein and therein provided. 4 (a)The winning bidder shall assist the City in establishing the issue price of the Series 2024 Bonds and shall execute and deliver to the City upon issuance of the Series 2024 Bonds (the "Closing Date")an "issue price"or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Series 2024 Bonds, together with the supporting pricing wires or equivalent communications,substantially in the form attached hereto as Exhibit A,with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder,the City and Bond Counsel.All actions to be taken by the City under this Official Notice of Sale to establish the issue price of the Series 2024 Bonds may be taken on behalf of the City by the City's Financial Advisor,PFM Financial Advisors LLC and any notice or report to be provided to the City may be provided to the City's Financial Advisor. (b)The City intends that the provisions of Treasury Regulation Section 1.148- 1 (f)(3)(i)(defining "competitive sale"for purposes of establishing the issue price of the Series 2024 Bonds)will apply to the initial sale of the Series 2024 Bonds (the "competitive sale requirements")because: (i)the City shall disseminate this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (ii)all bidders shall have an equal opportunity to bid; (iii)the City may receive bids from at least three underwriters of municipal bonds who represent to have established industry reputations for underwriting new issuances of municipal bonds;and (iv)the City anticipates awarding the sale of the Series 2024 Bonds to the bidder who submits a firm offer to purchase the Series 2024 Bonds at the highest price (or lowest interest cost),as set forth in this Official Notice of Sale. Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Series 2024 Bonds,as specified in the bid.In the event that the competitive sale requirements described herein are satisfied,the City's Financial Advisor shall execute and deliver on the Closing Date a Certificate of Financial Advisor substantially in the form attached hereto as Exhibit C. (c)In the event that the competitive sale requirements are not satisfied,the City shall so advise the winning bidder.The City may determine to treat (i)the first price at which 10%of each maturity of the Series 2024 Bonds (the "10%test)is sold to the public as the issue price of that maturity and/or (ii)the initial offering price to the public as of the sale date of any maturity of the Series 2024 Bonds as the issue price of that maturity (the "hold-the-offering-price rule"),in each case applied on a maturity-by-maturity basis.The winning bidder shall advise the City if any maturity of the Series 2024 Bonds satisfies the 10%test as of the date and time of the award of the Series 2024 Bonds.The City shall promptly advise the winning bidder,at or before the time of award of the Series 2024 Bonds,which maturities of the Series 2024 Bonds shall be subject to the 10%test or shall be subject to the hold-the-offering-price rule.Bids will not be subject to cancellation in the event that the City determines to apply the hold-the-offering- price rule to any maturity of the Series 2024 Bonds.Bidders should prepare their bids on the 5 assumption that some or all of the maturities of the Series 2024 Bonds will be subject to the hold-the-offering-price rule in order to establish the issue price of the Series 2024 Bonds. (d)By submitting a bid,the winning bidder shall (i)confirm that it and all other underwriters have offered or will offer the Series 2024 Bonds to the public on or before the date of award at the offering price or prices (the "initial offering price),or at the corresponding yield or yields,set forth in the bid submitted by the winning bidder and (ii)agree,on behalf of itself and all other underwriters participating in the purchase of the Series 2024 Bonds,that the underwriters will neither offer nor sell unsold Series 2024 Bonds of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (A)the close of the fifth (5th)business day after the sale date;or (8)the date on which the underwriters have sold at least 10%of that maturity of the Series 2024 Bonds to the public at a price that is no higher than the initial offering price to the public. The winning bidder will advise the City promptly after the close of the fifth (5th)business day after the sale date whether it has sold 10%of that maturity of the Series 2024 Bonds to the public at a price that is no higher than the initial offering price to the public. (e)If the competitive sale requirements are not satisfied,then until the 10%test has been satisfied as to each maturity of the Series 2024 Bonds,the winning bidder agrees to promptly report to the City the prices at which the unsold Series 2024 Bonds of that maturity have been sold to the public.That reporting obligation shall continue,whether or not the Closing Date has occurred,until either (i)all the Series 2024 Bonds of that maturity have been sold or (ii)the 10%test has been satisfied as to the Series 2024 Bonds of that maturity,provided that, the winning bidder's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. (f)The City acknowledges that,in making the representations set forth above,the winning bidder will rely on (i)the agreement of each underwriter to comply with the requirements for establishing issue price of the Series 2024 Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-price rule,if applicable to the Series 2024 Bonds,as set forth in an agreement among underwriters and the related pricing wires,(ii)in the event a selling group has been created in connection with the initial sale of the Series 2024 Bonds to the public,the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2024 Bonds,including,but not limited to, its agreement to comply with the hold-the-offering-price rule,if applicable to the Series 2024 Bonds,as set forth in a selling group agreement and the related pricing wires,and (iii)in the event that an underwriter or dealer who is a member of the selling group is a party to a third- party distribution agreement that was employed in connection with the initial sale of the Series 2024 Bonds to the public,the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2024 Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2024 Bonds,as set forth in the third-party distribution agreement and the related pricing wires.The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2024 Bonds,including,but not limited to,its agreement to comply with 6 the hold-the-offering-price rule,if applicable to the Series 2024 Bonds,and that no underwriter shall be liable for the failure of any other underwriter,or of any dealer who is a member of a selling group,or of any broker-dealer that is a party to a third-party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2024 Bonds,including,but not limited to,its agreement to comply with the hold-the-offering-price rule if applicable to the Series 2024 Bonds. (g)By submitting a bid,each bidder confirms that: (i)any agreement among underwriters,any selling group agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Series 2024 Bonds to the public,together with the related pricing wires,contains or will contain language obligating each underwriter,each dealer who is a member of the selling group,and each broker-dealer that is a party to such third party distribution agreement,as applicable: (A)(1)to report the prices at which it sells to the public the unsold Series 2024 Bonds of each maturity allocated to it,whether or not the Closing Date has occurred until either all Series 2024 Bonds of that maturity allocated to it have been sold or until it is notified by the winning bidder that the 10%test has been satisfied as to the Series 2024 Bonds of that maturity,provided that,the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the winning bidder and (2)to comply with the hold-the-offering-price rule,if applicable,if and for so long as directed by the winning bidder and as set forth in the related pricing wires. (B)to promptly notify the winning bidder of any sales of Series 2024 Bonds that,to its knowledge,are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2024 Bonds to the public (each such term being used as defined below),and (C)to acknowledge that,unless otherwise advised by the underwriter, dealer or broker-dealer,the winning bidder shall assume that each order submitted by the underwriter,dealer or broker-dealer is a sale to the public. (ii)any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2024 Bonds to the public,together with the related pricing wires,contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2024 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A)report the prices at which it sells to the public the unsold Series 2024 Bonds of each maturity allocated to it,whether or not the Closing Date has occurred,until either all Series 2024 Bonds of that maturity allocated to it have been sold or it is notified by the winning bidder or such underwriter that the 10%test has been satisfied as to the Series 2024 Bonds of that maturity,provided that,the reporting obligation after the Closing Date may be at reasonable periodic 7 intervals or otherwise upon request of the winning bidder or such underwriter and (B)comply with the hold-the-offering-price rule,if applicable,if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires. (h)Sales of any Series 2024 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2024 Bonds to the public (each such term being used as defined below)shall not constitute sales to the public for purposes of this Official Notice of Sale.Further,for purposes of this Official Notice of Sale: (i)"public"means any person other than an underwriter or a related party, (ii)"underwriter"means (A)any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Series 2024 Bonds to the public and (B)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A)to participate in the initial sale of the Series 2024 Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Series 2024 Bonds to the public), (iii)a purchaser of any of the Series 2024 Bonds is a "related party"to an underwriter if the underwriter and the purchaser are subject,directly or indirectly,to (A)more than 50%common ownership of the voting power or the total value of their stock,if both entities are corporations (including direct ownership by one corporation of another),(B)more than 50% common ownership of their capital interests or profits interests,if both entities are partnerships (including direct ownership by one partnership of another),or (C)more than 50%common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership,as applicable,if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other),and (iv)"sale date"means the date that the Series 2024 Bonds are awarded by the City to the winning bidder,which is expected to be April 11,2024. LEGAL OPINIONS The opinion of Greenberg Traurig,P.A.,serving as Bond Counsel will approve the legality of the Series 2024 Bonds and state other matters relating to the treatment of interest on the Series 2024 Bonds for federal income tax purposes.For a further discussion of certain federal income tax matters relating to the Series 2024 Bonds,see the information under the caption "TAX MATTERS"in the Preliminary Official Statement.Bond Counsel will furnish to the successful bidder,without charge,a reliance letter with respect to its opinion to be delivered to the City,together with the closing documents customarily delivered by the City for the issuance of bonds. Greenberg Traurig,P.A.,Disclosure Counsel to the City ("Disclosure Counsel"),has advised the City on certain matters relating to disclosure for the issuance of the Series 2024 Bonds and in connection with the preparation of the Preliminary Official Statement and the 8 Official Statement.Disclosure Counsel will furnish to the successful bidder,without charge,a reliance letter with respect to its opinion to be delivered to the City. The proposed text of the legal opinion of Bond Counsel is set forth in Appendix D to the Preliminary Official Statement.The actual legal opinion to be delivered may vary from the text of Appendix D,if necessary,to reflect facts and law on the date of delivery of the Series 2024 Bonds.The opinion will speak only as of its date and Bond Counsel will not assume any duty to update or supplement its opinion to reflect any change in facts or circumstances,including changes in law that may thereafter occur or become effective. GOOD FAITH DEPOSIT The successful bidder is required to provide by wire transfer to the City prior to the award of the Series 2024 Bonds a good faith deposit in the amount of $200,000 representing approximately one percent (1 %)of the principal amount of the Series 2024 Bonds (the "Good Faith Deposit").Please see "BIDDING DETAILS"and "TERMS OF BID AND BASIS OF AWARD"for further details. The proceeds of the Good Faith Deposit of the successful bidder shall be held as security for the performance of the successful bidder's obligation to comply with the terms of its bid.At the time of the delivery of and payment for the Series 2024 Bonds,the amount of the Good Faith Deposit shall be credited against the purchase price due from the successful bidder for the Series 2024 Bonds.In the event the successful bidder should fail to comply with the terms of its bid,the proceeds of the Good Faith Deposit shall be retained by the City.The retention of such proceeds by the City will constitute full liquidated damages and the successful bidder shall have no further liability.If the Series 2024 Bonds are not issued for any reason other than the successful bidder failing to comply with its bid,the City shall promptly deliver the proceeds of the Good Faith Deposit to the successful bidder,in immediately available funds, and the City shall have no further liability to the successful bidder.No interest shall be paid or credited to the successful bidder on the proceeds of the Good Faith Deposit. BIDDING DETAILS All bids must be unconditional and submitted electronically via Parity®.No telephone, facsimile,mail,courier delivery or personal delivery bids will be accepted.To participate, bidders must be a contracted customer of the System.If the prospective bidder does not have a contract with the System,call (212)849-5021 to become a customer and to obtain a list of the bidding rules and procedures.To the extent any instructions or directions set forth on Parity® conflict with this Official Notice of Sale,the terms of this Official Notice of Sale shall control. After receipt of bids is closed and prior to the award,the apparent successful bidder indicated on Parity®must submit the Good Faith Deposit to the City by wire transfer.The award to the apparent successful bidder is contingent upon receipt of the Good Faith Deposit and the Series 2024 Bonds will not be awarded by or on behalf of the City to such bidder until the City has confirmed receipt of the Good Faith Deposit.Wiring instructions for the Good Faith Deposit may be obtained by contacting the City's Chief Financial Officer,Hugh Dunkley,CPA,CPFO and CGFO,at (561)243-6204. Each bidder will be solely responsible for making the necessary arrangements to access the System for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale.IHS Markit will not have any duty or obligation to 9 provide or assure such access to any bidder,and neither the City nor IHS Markit will be responsible for the proper operation of,or have any liability for,any delays or interruptions of,or any damages caused by,the System.The City is authorizing the use of Parity®as a communications mechanism to conduct the electronic bidding for the Series 2024 Bonds;the owners of such service are not agents of the City.The City is not bound by any advice and determination of IHS Markit to the effect that any particular bid complies with the terms of this Official Notice of Sale and in particular the specifications set forth in this Official Notice of Sale, including under "TERMS OF BID AND BASIS OF AWARD"below.All costs and expenses incurred by bidders in connection with their registration and submission of bids via Parity®are the sole responsibility of such bidders. TERMS OF BID AND BASIS OF A WARD Bids must be unconditional and for the purchase of all of the Series 2024 Bonds.The reoffering price for the Series 2024 Bonds may not be less than 99%of the principal amount of the Bonds for any single maturity thereof.The aggregate purchase price,inclusive of original issue discount ("OID"),original issue premium ("OIP")and underw riter's discount may not be less than 100%of the principal amount of the Series 2024 Bonds.The City reserves the right to reject any and all bids and to waive informalities in any or all bids. The Series 2024 Bonds shall bear interest expressed in multiples of one-eighth (1/8)or one-twentieth (1/20)of one per centum.All Series 2024 Bonds maturing on the same date shall bear the same rate of interest. The Series 2024 Bonds will be awarded to the bidder offering to purchase the Series 2024 Bonds at the lowest annual interest cost computed on a TIC basis,but not exceeding 5.50%.The annual TIC will be determined by doubling the semi-annual interest rate (compounded semi-annually)necessary to discount the debt service payments on the Series 2024 Bonds from the payment dates to the date of the Series 2024 Bonds and to the price bid. For purposes of this Official Notice of Sale,sinking fund installments for any Term Bonds shall be considered as serial maturities.The TIC must be calculated to six (6)decimal places.If two or more bids provide the lowest TIC,the City shall determine by lot which bid shall be accepted, and such determination shall be final. Award or rejection of bids will be made by the City prior to 4:00 p.m.,Delray Beach, Florida Time on the date of receipt of bids.ALL BIDS SHALL REMAIN FIRM UNTIL 5:00 P.M., DELRAY BEACH,FLORIDA TIME,ON THE DATE OF RECEIPT OF BIDS.Award is subject to the timely receipt of the Good Faith Deposit as mentioned above. EACH BIDDER MUST SPECIFY IN ITS BID THE INTEREST RATE FOR THE SERIES 2024 BONDS OF EACH MATURITY AND ALL SERIES 2024 BONDS MATURING ON THE SAME DATE MUST BEAR INTEREST AT THE SAME RATE.NO BIDS FOR LESS THAN ALL OF THE SERIES 2024 BONDS OFFERED WILL BE ENTERTAINED.THE CITY RESERVES THE RIGHT TO REJECT ALL BIDS OR ANY BID NOT CONFORMING TO THIS OFFICIAL NOTICE OF SALE.THE CITY ALSO RESERVES THE RIGHT TO WAIVE,IF PERMITTED BY LAW,ANY IRREGULARITY OR INFORMALITY IN ANY PROPOSAL.THE CITY SHALL NOT REJECT ANY CONFORMING BID UNLESS ALL CONFORMING BIDS ARE REJECTED.BY 2:00 P.M.EASTERN TIME,BIDDERS MUST SUBMIT A LIST OF SYNDICATE MEMBERS TO THE CITY'S CHIEF FINANCIAL OFFICER BY FACSIMILE AT (561)243-7166 OR EMAIL AT DUNKLEYH@MYDELRAYBEACH.COM. 10 COMPLIANCE WITH SEC AND MSRB RULES The successful bidder agrees to take any and all other actions necessary to comply with applicable SEC and Municipal Securities Rulemaking Board (the "MSRB")rules governing the offering,sale and delivery of the Series 2024 Bonds,including,without limitation,the payment of any fees or charges required to be paid by the MSRB or the Securities Industry and Financial Markets Association in connection with the purchase or sale of the Series 2024 Bonds. SETTLEMENT OF SERIES 2024 BONDS It is expected that closing for the Series 2024 Bonds will occur in Delray Beach,Florida on or about [April_).2024 (the "Closing Date"),or such other date as shall be appropriate to ensure compliance with the Rule.On the Closing Date,the Series 2024 Bonds will be delivered to OTC,as securities depository,and registered in the name of Cede &Co.,as nominee of OTC.The successful bidder shall timely obtain CUSIP identification numbers and pay CUSIP Service Bureau charges for assignment of the numbers.The successful bidder shall advise the City within two (2)business days after notice of award of the CUSIP identification numbers for the Series 2024 Bonds.The successful bidder shall also advise the underwriting department of OTC,not less than four (4)business days prior to the Closing Date,of the interest rates borne by the Series 2024 Bonds,the CUSIP identification numbers and the Closing Date. Any delay,error or omission with respect to the CUSIP numbers shall not constitute a cause for failure or refusal by the successful bidder to accept delivery of,and pay for,the Series 2024 Bonds in accordance with the terms of this Official Notice of Sale. FULL PAYMENT OF THE PURCHASE PRICE (MINUS THE AMOUNT OF THE GOOD FAITH DEPOSIT)MUST BE MADE TO THE CITY BY 11.00 A.M.EASTERN TIME ON THE CLOSING DATE BY THE SUCCESSFUL BIDDER IN FEDERAL RESERVE FUNDS OR IMMEDIATELY AVAILABLE FUNDS,WITHOUT COST TO THE CITY. BLUE SKY LAWS The successful bidder will be responsible for the clearance or exemption with respect to the status of the Series 2024 Bonds for sale under the securities or "Blue Sky"laws of the several states and the preparation of any surveys or memoranda in connection with such sale. The City shall have no responsibility for such clearance,exemption or preparation. CLOSING DOCUMENTS In addition to the opinions of Bond Counsel and Disclosure Counsel referred to above,at the time of payment for and delivery of the Series 2024 Bonds,the City will furnish the successful bidder with the following documents,all to be dated as of the Closing Date: 1.No Litigation Opinion -An opinion of the Office of the City Attorney to the effect that,except as described in the Official Statement,there is no litigation pending or,to its knowledge,threatened which,if determined adversely,would materially adversely affect the validity of the Series 2024 Bonds. 2.General Certificate -A certificate or certificates of the appropriate officers of the City to the effect that (1)to the best of such officer's knowledge and belief,and after reasonable investigation,(a)neither the Official Statement nor any amendment or supplement to it contains any untrue statement of a material fact 11 or omits to state any material fact necessary to make the statements therein,in light of the circumstances under which they were made,not misleading,and (b) since the date of the Official Statement,no materially adverse change has occurred in the financial position or results of operation of the City,except as set forth in or contemplated by the Official Statement;and (2)the Series 2024 Bonds have been executed by the manual or facsimile signature of the appropriate County officials who were duly authorized to execute the same. 3.Chief Financial Officer's Receipt -The receipt of the Chief Financial Officer showing that the purchase price of the Series 2024 Bonds has been received and deposited in the appropriate funds and accounts. The successful bidder will also be required to execute certain closing documents required by Florida law or by Bond Counsel in connection with the delivery of the Series 2024 Bonds or the delivery of the opinions of Bond Counsel described in this Official Notice of Sale. PRELIMINARY OFFICIAL STATEMENT;FINAL OFFICIAL STATEMENT The City has authorized the distribution of the Preliminary Official Statement,which it deemed final (except for permitted omissions)for purposes of the Rule.The Preliminary Official Statement describes the Series 2024 Bonds and contains information with respect to the City. The Preliminary Official Statement may be obtained electronically from www munios.com. This Official Notice of Sale is not intended to be a disclosure document.All bidders must review the Preliminary Official Statement and will be required to certify that they have done so prior to participating in the bidding.In the event of any conflict between the statements contained in the Preliminary Official Statement and in this Official Notice of Sale,the statements contained in the Preliminary Official Statement shall prevail. Upon the sale of the Series 2024 Bonds,the City will deliver a final Official Statement substantially in the same form as the Preliminary Official Statement,subject to such amendments as are necessary,to the successful bidder within the earlier of seven (7)business days following the sale of the Series 2024 Bonds or to accompany the successful bidder's confirmation that requests payment for the Series 2024 Bonds. MANDATORY STATE FILING Section 218.38(1)(b)1,Florida Statutes,as amended,requires that the City file,within one hundred twenty (120)days after the delivery of the Series 2024 Bonds,an information statement with the Division of Bond Finance of the Commission of Administration of the State of Florida (the "Division of Bond Finance")containing the following information:(a)the name and address of the managing underw riter,if any,connected with the bond issue;(b)the name and address of any attorney or financial consultant who advised the City with respect to the bond issue;(c)any fee,bonus,or gratuity paid by any underw riter or financial consultant,in connection with the bond issue,to any person not regularly employed or engaged by such underwriter or consultant;and (d)any other fee paid by the City with respect to the bond issue, including any fee paid to attorneys or financial consultants.The successful bidder shall provide to the City the information mentioned in (a)and (c)above when the Series 2024 Bonds are delivered.Such information provided pursuant to the cited Statute shall be maintained by the Division of Bond Finance and by the City as a public record. 12 TRUTH-IN-BONDING STATEMENT Each bidder will be required to complete and sign the Truth-in-Bonding Statement set forth in Exhibit B to this Official Notice of Sale and submit such statement to the City's Chief Financial Officer (which submission may be by facsimile transmission at (561)243-7166 on the date bids are due and prior to award of the Series 2024 Bonds by the City. PUBLIC ENTITY CRIMES Section 287.133,Florida Statutes,provides,among other things,that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017,Florida Statutes,for CATEGORY TWO (currently $25,000)for a period of thirty-six (36)months following the date of being placed on the convicted vendor list. CITY OF DELRAY BEACH,FLORIDA Hugh Dunkley Chief Financial Officer Dated:April 3,2024 13 EXHIBIT A ISSUE PRICE CERTIFICATE $_ CITY OF DELRAY BEACH,FLORIDA GENERAL OBLIGATION BONDS,SERIES 2024 (PARKS PROJECTS) The undersigned,on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] ["([SHORT NAME OF UNDERWRITER]")][(the "Representative")][,on behalf of itself and [NAMES OF OTHER UNDERWRITERS](together,the "Underwriting Group")]hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Series 2024 Bonds"). Alternative I -If Competitive Sale Rule applies: 1.Reasonably Expected Initial Offering Price (a)As of the Sale Date,the reasonably expected initial offering prices of the Series 2024 Bonds to the Public by [SHORT NAME OF UNDERWRITER]are the prices listed in Schedule A (the "Expected Offering Prices").The Expected Offering Prices are the prices for the Maturities of the Series 2024 Bonds used by [SHORT NAME OF UNDERWRITER]in formulating its bid to purchase the Series 2024 Bonds.Attached as Schedule B is a true and correct copy of the bid provided by [SHORT NAME OF UNDERWRITER]to purchase the Series 2024 Bonds. (b)[SHORT NAME OF UNDERWRITER]was not given the opportunity to review other bids prior to submitting its bid. (c)The bid submitted by [SHORT NAME OF UNDERWRITER]constituted a firm offer to purchase the Series 2024 Bonds. Alternative II -If all Maturities use General Rule: 1.Sale of Bonds under General Rule. (a)As of the date of this certificate,for each Maturity of the Series 2024 Bonds,the first price at which at least 10%of such Maturity of the Series 2024 Bonds was sold to the Public is the respective price listed in Schedule A. Alternative III --If select Maturities use General Rule: 1.Sale of Bonds under General Rule (Select Maturities). (a)As of the date of this certificate,for each Maturity of the General Rule Maturities, the first price at which at least 10%of such Maturity of the Series 2024 Bonds was sold to the Public is the respective price listed in Schedule A. (b)[SHORT NAME OF UNDERWRITER][The Underwriting Group]offered the Hold- the-Offering-Price Maturities to the public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices")on or before the Sale Date.A copy of the bid A-1 provided by [SHORT NAME OF UNDERWRITER]to purchase the Series 2024 Bonds is attached to this certificate as Schedule B. (c)As set forth in the Official Notice of Sale and bid award,[SHORT NAME OF UNDERWRITER][the members of the Underwriting Group][has][have]agreed in writing that,(i) for each Maturity of the Hold-the-Offering-Price Maturities,[it][they]would neither offer nor sell any of the Series 2024 Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the- offering-price rule"),and (ii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group,and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement,to comply with the hold-the-offering-price rule.Pursuant to such agreement,no Underwriter (as defined below)has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Series 2024 Bonds during the Holding Period. Alternative IV -If all Maturities use Hold-the-Offering-Price Rule: 1.Sale of Bonds under Hold-the-Offering Price Rule. (a)[SHORT NAME OF UNDERWRITER][The Underwriting Group]offered the Series 2024 Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices")on or before the Sale Date.A copy of the bid provided by [SHORT NAME OF UNDERWRITER]to purchase the Series 2024 Bonds is attached to this certificate as Schedule B. (b)As set forth in the Official Notice of Sale and bid award,[SHORT NAME OF UNDERWRITER][the members of the Underwriting Group][has][have]agreed in writing that,(i) for each Maturity of the Series 2024 Bonds,[it][they]would neither offer nor sell any of the Series 2024 Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the- offering-price rule"),and (ii)any selling group agreement shall contain the agreement of each dealer who is a member of the selling group,and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement,to comply with the hold-the-offering-price rule.Pursuant to such agreement,no Underwriter (as defined below)has offered or sold any Maturity of the Series 2024 Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Series 2024 Bonds during the Holding Period. 2.Total Issue Price.The total of the issue prices of all the Maturities is $_ 3.Defined Terms. (a)General Rule Maturities means those Maturities of the Series 2024 Bonds listed in Schedule A hereto as the "General Rule Maturities." (b)Hold-the-Offering-Price Maturities means those Maturities of the Series 2024 Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities." (c)Holding Period means,with respect to a Hold-the-Offering-Price Maturity,the period starting on the Sale Date and ending on the earlier of (i)the close of the fifth business A-2 day after the Sale Date (2024),or (ii)the date on which the [SHORT NAME OF UNDERWRITER][the Underwriters][has](have]sold at least 10%of such Hold-the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d)Issuer means the City of Delray Beach,Florida. (e)Maturity means the Series 2024 Bonds with the same credit and payment terms. The Series 2024 Bonds with different maturity dates,or with the same maturity date but different stated interest rates,are treated as separate Maturities. (f)Public means any person (including an individual,trust,estate,partnership, association,company,or corporation)other than an Underwriter or a related party to an Underwriter.The term "related party"for purposes of the Series 2024 Bonds generally means any two or more persons who have greater than 50 percent common ownership,directly or indirectly. (g)The Sale Date of the Series 2024 Bonds is ,2024. (h)Underwriter means (i)any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Series 2024 Bonds to the Public,and (ii)any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i)of this paragraph to participate in the initial sale of the Series 2024 Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2024 Bonds to the Public). 4.General Disclaimer and Acknowledgement The representations set forth in this certificate are limited to factual matters only.Nothing in this certificate represents [SHORT NAME OF UNDERWRITER/REPRESENTATIVE]'s interpretation of any laws,including specifically Sections 103 and 148 of the Internal Revenue Code of 1986,as amended,and the Treasury Regulations thereunder.The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Arbitrage and Tax Certificate of the Issuer and with respect to compliance with the federal income tax rules affecting the Series 2024 Bonds,and by Greenberg Traurig,P.A.as bond counsel,in connection with rendering its opinion that the interest on the Series 2024 Bonds is excluded from gross income for federal income tax purposes,the preparation of the Internal Revenue Service Form 8038-G,and other federal income tax advice that it may give to the Issuer from time to time relating to the Series 2024 Bonds. [UNDERWRITER/REPRESENTATIVE] By: Name: Dated.2024 A-3 SCHEDULE A [EXPECTED OFFERING PRICES] [SALE PRICES] (Attached) A-4 SCHEDULE B [COPY OF UNDERWRITER'S BID] (Attached)] A-5 EXHIBIT B TRUTH-IN-BONDING STATEMENT In compliance with Section 218.385,Florida Statutes,as amended,the undersigned bidder submits the following Truth-In-Bonding Statement with respect to the City of Delray Beach,Florida General Obligation Bonds,Series 2024 (Parks Projects)(the "Series 2024 Bonds")(AQTE For information purposes only and not a part of the bid): The City of Delray Beach,Florida (the "County")is proposing to issue S of its Series 2024 Bonds,together with other available moneys,to:(1)finance the cost of improvements to certain City-owned parks (as further described in the Resolution),and (2)pay the costs of issuance of the Series 2024 Bonds.The Series 2024 Bonds are expected to be repaid over a period of approximately (_)years. At a forecasted interest rate of %,total interest paid over the life of the Series 2024 Bonds will be $_ The Series 2024 Bonds are general obligations of the City secured by a pledge of ad valorem taxes (as described in the Resolution).Authorizing the debt or obligation will result in an average annual debt service payment of approximately S of the City's ad valorem taxes not otherwise available to finance any other approved by referendum capital projects of the City each year for approximately_years. (BIDDER'S NAME) By:_ Name: Title: Date:_ B-1 EXHIBIT C $_ CITY OF DELRAY BEACH,FLORIDA GENERAL OBLIGATION BONDS,SERIES 2024 (PARKS PROJECTS) CERTIFICATE OF FINANCIAL ADVISOR The undersigned,on behalf of PFM Financial Advisors LLC (the "Financial Advisor),as the financial advisor to the City of Delray Beach,Florida (the "Issuer)in connection with the issuance of the above-captioned obligations (the "Series 2024 Bonds"),has assisted the Issuer in soliciting and receiving bids from potential underwriters in connection with the sale of the Series 2024 Bonds in a competitive bidding process in which bids were requested for the purchase of the Series 2024 Bonds at specified written terms,and hereby certifies as set forth below with respect to the bidding process and award of the Series 2024 Bonds. (a)The Series 2024 Bonds were offered for sale at specified written terms more particularly described in the Official Notice of Sale,which was distributed to potential bidders,a copy of which is attached to this certificate as Attachment 1. (b)The Official Notice of Sale was disseminated electronically through Parity/BiDCOMP Competitive Bidding System and a summary of the Official Notice of Sale was published in The Bond Buyer©newspaper on April 1,2024.These methods of distribution of the Official Notice of Sale are regularly used for purposes of disseminating notices of sale of new issuances of municipal bonds,and notices disseminated in such manner are widely available to potential bidders. (c)To the knowledge of the Financial Advisor,all bidders were offered an equal opportunity to bid to purchase the Series 2024 Bonds so that,for example,if the bidding process afforded any opportunity for bidders to review other bids before providing a bid,no bidder was given an opportunity to review other bids that was not equally given to all other bidders (that is,no exclusive "last-look"). (d)The Issuer received bids from at least three bidders,each of whom,by submitting a bid in accordance with the Official Notice of Sale,represented that they have established industry reputations for underwriting new issuances of municipal bonds.Copies of the bids received for the Series 2024 Bonds are attached to this certificate as Attachment 2. (e)The winning bidder for the Series 2024 Bonds was [NAME OF UNDERWRITER] (the "Underwriter"),whose bid was determined to be the best conforming bid in accordance with the terms set forth in the Official Notice of Sale,as shown in the bid comparison attached as Attachment 3 to this certificate.The Issuer awarded the Series 2024 Bonds to the Underwriter. The representations set forth in this certificate are limited to factual matters only.Nothing in this certificate represents the Financial Advisor's interpretation of any laws,including specifically Sections 103 and 148 of the Internal Revenue Code of 1986,as amended,and the Treasury Regulations thereunder.The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Arbitrage and Tax Certificate of the Issuer and with respect to compliance with the federal C-1 income tax rules affecting the Series 2024 Bonds,and by Greenberg Traurig,P.A.in connection with rendering its opinion that the interest on the Series 2024 Bonds is excluded from gross income for federal income tax purposes,the preparation of the Internal Revenue Service Form 8038-G,and other federal income tax advice that it may give to the Issuer from time to time relating to the Series 2024 Bonds.No other persons may rely on the representations set forth in this certificate without the prior written consent of the Financial Advisor. PFM FINANCIAL ADVISORS LLC By: Name:James W.Glover Title:Managing Director Dated.2024 c-2 ATTACHMENT 1 OFFICIAL NOTICE OF SALE (Attached) ATTACHMENT 2 BIDS RECEIVED (Attached) 691688899v6 ATTACHMENT 3 BID COMPARISON (Attached) EXHIBIT "B" PRELIMINARY OFFICIAL STATEMENT DATED APRIL .2024 NEW ISSUE -BOOK-ENTRY ONLY RATINGS: s&P:"'''outlook) Moody 's:"(outlook) See "RA TINGS"herein In the opinion of Greenberg Traurig.P.A..Bond Counsel.assuming the accuracy of certain representations and certifications and continuing compliance with certain tax covenants, under existing statutes.regulations.rulings and court decisions.interest on the Series 2024 Bonds (as hereinafter defined)is excludable from gross income for federal income tax purposes and, further.interest on the Series 2024 Bonds will not be an item of tapreference for purposes of the alternative minimum ta imposed on individuals.In the case of the alternative minimum tax imposed by Section 55b)2)of the Internal Revenue Code of 1986,as amended the "Code")on applicable corporations (as defined in Section 59k)of the Code).interest on the Series 2024 Bonds is not excludedfrom the determination of adjusted financial statement income.See "TAX MATTERS"herein for a description of certain other federal tax consequences of ownership of the Series 2024 Bonds.Bond Counsel is further of the opinion that the Series 2024 Bonds and the interest thereon are not subject to taxation under the laws of the State of Florida,except as to estate taxes and taxes under Chapter 220.Florida Statutes.on interest,income or profits on debt obligations owned by corporations as defined in said Chapter 220.See "TAK MATTERS"herein. $[20,000,000] CITY OF DELRAY BEACH.FLORIDA General Obligation Bonds,Series 2024 (Parks Projects) Dated:Date of Delivery Due:July 1,as shown on inside cover The City of Delray Beach.Florida General Obligation Bonds.Series 2024 (Parks Projects) (the "Series 2024 Bonds")will be issued by the City of Delray Beach.Florida (the "City")as fully registered bonds in denominations of $5.000 and integral multiples thereof.Interest on the Series 2024 Bonds is due semiannually on each January I and July I,commencing January I, 2025,and such interest will be paid by check or draft of U.S.Bank Trust Company,National Association,a national banking association organized under the laws of the United States.as Paying Agent to the registered holders.In I ieu of payment by check or draft.at the request and expense of an owner of $1.000.000 or more in aggregate principal amount of Series 2024 Bonds, payment may be made by bank wire transfer in the manner described in the herein defined Bond Resolution. The Series 2024 Bonds initially will be registered in the name of Cede &Co ..as registered owner and nominee for The Depository Trust Company ("DTC).New York.New York,which will act as securities depository for the Series 2024 Bonds.Series 2024 Bonds will be available to purchasers under the book-entry system maintained by OTC through brokers and dealers who are.or act through.Direct Participants (as defined herein).Purchasers of the Series 2024 Bonds (the "Beneficial Owners")will not receive physical delivery of bond certificates.Ownership by the Beneficial Owners of the Series 2024 Bonds will be evidenced by book-entry only.As long as Cede &Co.is the registered owner as nominee of DTC.payments of principal and interest will be made directly to such registered owner which will in turn remit such payments to the Direct Participants and Indirect Participants (as defined herein)for subsequent disbursement to the Beneficial Owners.See "DESCRIPTION OF THE SERIES 2024 BONDS -Book-Entry Only System"herein. The Series 2024 Bonds are being issued for the purpose of providing funds to (i)finance a portion of the costs of certain improvements to the Catherine Strong Park.the M iller Park and certain other City-owned parks (collectively.the "Parks Projects")and (ii)pay certain costs and expenses relating to the issuance of the Series 2024 Bonds.See "INTRODUCTION -Purpose of the Series 2024 Bonds"herein. The Series 2024 Bonds are being issued pursuant to and under the authority of the Florida Constitution and laws of the State of Florida (the "State").Chapter 166.Florida Statutes.as amended and supplemented,the Charter of the City.as amended and supplemented.and other applicable provisions of law.The Series 2024 Bonds are also being issued pursuant to Resolution No.154-22 adopted by the City Commission of the City (the "City Commission")on September 19.2022 (the "Referendum Resolution")and Resolution No.56-24 adopted by the City Commission on March 5.2024 (the "Bond Resolution"). On March 14.2023.a referendum to issue not to exceed $20.000,000 of general obi igation bonds for the purpose of financing the Parks Projects (the "Referendum")was presented to the qualified voters of the City pursuant to the terms of the Referendum Resolution.The Referendum was duly held and conducted in all respects according to law.and a majority of qualified electors casting a ballot voted in favor of the issuance of such bonds for such purpose. The Series 2024 Bonds may be subject to redemption prior to their stated maturities,as more particularly described herein.See "DESCRIPTION OF THE SERIES 2024 BONDS - Redemption Provisions"herein. The Series 2024 Bonds are general obligations of the City.The principal of and interest on the Series 2024 Bonds are payable from and secured by a lien and pledge of ad valorem taxes assessed,levied and collected,without limitation as to rate or amount.on all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law)in the manner provided in the Bond Resolution.THE FULL FAITH,CREDIT AND TAXING POWER OF THE CITY HAVE BEEN IRREVOCABLY PLEDGED TO THE PUNCTUAL PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2024 BONDS. This cover page and the inside cover page contains certain information for quick reference only.They are not,and are not intended to be,a summary of this issue.Investors must read this entire Official Statement,including the Appendices.to obtain information essential to the making of an informed investment decision. The Series 2024 Bonds are offered when.as and if issued and received by the underwriter. subject to the unqualified opinion as to legality by Greenberg Traurig.P.A..West Palm Beach. Florida,Bond Counsel.Certain legal matters will be passed upon for the City by Lynn Gelin. Esquire,City Attorney.and certain disclosure matters will be passed upon by Greenberg Traurig. P.A..West Palm Beach,Florida.as Disclosure Counsel to the City.PFM Financial Advisors LLC,Orlando.Florida,is acting as Financial Advisor for the City.It is expected that the Series 2024 Bonds will be available for delivery through the facilities of DTC in New York.New York. on or about April_2024. El ectroni c bids onl for the S eries 2024 B ond s p ursu ant to the pr ovisions oft the O fficial No tice of S ale will be re ceiv ed b the Cit pursu ant to the IS M ark in 's Parit y Bideomp c ompe titiv e bidding system in the ma nn er and at the time and on the date described in the Official No tice of S ale. Dated:,2024----- preliminary.subject to change. [Red Herring language] I his Preliminary Official Statement and the information contained herein are subject to completion or amendment.The Series 2024 Bonds may not be sold nor may offers to buy the Series 2024 Bonds be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy the Series 2024 Bonds in an jurisdiction in which such offer. solicitation,or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.The City has deemed this Preliminary Official Statement final."except for certain permitted omissions within the contemplation of Rule Ic2-I2 promulgated by the Securities and Exchange Commission. $[20,000,000] CITY OF DELRAY BEACH,FLORIDA General Obligation Bonds,Series 2024 (Parks Projects) Maturity Principal July_1)Amount 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 Interest Rate Yield Price Initial CUSIP Nos.•• *Preliminary.subject to change. **Copyright.CUSIP Global Services.CUSIP is a registered trademark of the American Bankers Association.CUSIP data herein is provided by CUSIP Global Services,which is managed on behalf of the American Bankers Association by FactSet Research Systems.Inc.All rights reserved.This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services.The City is not responsible for the use of the CUSIP numbers referenced herein nor is any representation made by the City as to their correctness.The CUSIP numbers provided herein are included solely for the convenience of the readers of this Official Statement.The CUSIP number for a specific maturity is subject to being changed after the issuance of the bonds as a result of various subsequent actions including.but not limited to,a refunding in whole or in part of as a result of the procurement of secondary markets portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the bonds. The maturities of the Series 2024 Bonds may consist of Serial Bonds and/or Term Bonds.See Term Bond Option"in the Official Notice of Sale for the Series 2024 Bonds. CITY OF DELRAY BEACH,FLORIDA CITY COMMISSION Mayor Shelly Petrolia Vice-Mayor Ryan Boylston Deputy Vice-Mayor Rob Long Commissioner Adam Frankel Commissioner Angela Burns CITY MANAGER Terrence Moore CHIEF FINANCIAL OFFICER Hugh Dunkley,CPA.CPFO.CGFO CITY ATTORNEY Lynn Gelin.Esq. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Marcum LLP West Palm Beach.Florida FINANCIAL ADVISOR PFM Financial Advisors LLC BOND COUNSEL Greenberg Traurig.P.A. DISCLOSURE COUNSEL Greenberg Traurig.P.A. No dealer.broker.salesman or other person has been authorized by the City to give any information or to make any representations other than those contained in this Official Statement. and if given or made.such other information or representations must not be relied upon as having been authorized by the City.This Official Statement neither constitutes an offer to sell or the solicitation of an offer to buy.nor shall there be any sale of the Series 2024 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 furnished by the City.The Depository Trust Company (as to itself and its book-entry only system).and other sources which are believed to be reliable. but such information is not guaranteed as to accuracy or completeness by.and is not to be construed as a representation of,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 made hereunder shall,under any circumstances.create the implication that there has been no change in the affairs of the City since the date hereof. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements.and all summaries herein of the Series 2024 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2024 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION")OR WITH ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.IN MAKING ANY INVESTMENT DECISION.INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING. INCLUDING THE MERITS AND RISKS INVOLVED.THE SERIES 2024 BONDS HA YE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.THE FOREGOING AUTHORITIES HA YE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT.ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MU MOS.COM AND WWW.EMMA.MSRB.ORG.THIS OFFICIAL STATEMENT MAY BE RELIED UPON ONLY IF IT IS PRINTED IN ITS ENTIRETY DIRECTLY FROM EITHER OF SUCH WEBSITES. References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience.Unless specified otherwise. such websites and the information or links contained therein are not incorporated into.and are not part of.this final official statement for purposes of.and as that term is defined in,Rule I5c2-1 2 of the Securities and Exchange Commission. Certain statements included or incorporated by reference in this Official Statement constitute "forward looking statements ..within the meaning of the United States Private Securities Litigation Reform Act of 1995.Section 21 E of the United States Securities Exchange Act of 1934.as amended.and Section 27 A of the United States Securities Act of 1933.as amended.Such statements are generally identifiable by the terminology used such as "plan." "expect.""estimate.""budget"or other similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS.UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS.PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MA TERI ALLY DIFFERENT FROM ANY FUTURE RES UL TS.PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS.THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD LOOKING STATEMENTS IFOR WHEN ITS EXPECTATIONS.OR EVENTS.CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page INTRODUCTION 1 The City 1 Purpose of the Series 2024 Bonds 2 Authority for the Series 2024 Bonds 2 Description of the Series 2024 Bonds 2 Security for the Series 2024 Bonds 2 Redemption Provisions 3 Amendment of Bond Resolution 3 Continuing Disclosure 3 Additional In formation 3 THE PARKS PROJECTS 3 ESTIMATED SOURCES AND USES OF FUNDS .4 DESCRIPTION OF THE SERIES 2024 BONDS 5 General 5 Book-Entry Only System 5 Transfer of Series 2024 Bonds 8 Redemption Provisions 9 Notice of Redemption 9 Payment of Redeemed Series 2024 Bonds 10 DEBT SERVICE SCHEDULE 12 SECURITY FOR THE SERIES 2024 BONDS 13 Levy of Ad Valorem Taxes 13 General Obligation 13 No Debt Service Reserve 13 AD VALOREM TAXATION 13 General 13 Procedure for Property Assessment 14 Historical and Current Mi I I ages 16 Procedures for Tax Collection and Distribution 17 Assessed Value of Taxable Property 18 Ad Valorem Tax Levies and Collections 19 Principal Taxpayers 20 Constitutional Amendments and Legislative Initiatives Affecting Ad Valorem Taxes 21 INVESTMENT POLICY 27 PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS 28 General 28 Other Post-Employment Benefits 32 CERTAIN INVESTMENT CONSIDERATIONS 34 CI imate Change 34 Cybersecurity 36 Infectious Disease Outbreak 38 LITIGATION [TO BE CONFIRMED BY THE CITY ATTORNEY]38 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 39 LEGAL MATTERS 39 TAX MA TTERS 40 General 40 Original Issue Discount and Premium .41 Changes in Federal and State Tax Law .42 Information Reporting and Backup Withholding .42 ENFORCEABILITY OF REMEDIES .43 RATINGS .43 COMPETITIVE SALE .43 CONTINGENT FEES .44 CONTINUING DISCLOSURE .44 FINANCIAL STATEMENTS .48 FINANCIAL ADVISOR .48 MISCELLANEOUS .48 AUTHORIZATION OF OFFICIAL STATEMENT 50 APPENDIX A APPENDIX B APPENDIX C APPENDIX D GENERAL INFORMATION CONCERNING THE CITY AND PALM BEACH COUNTY.FLORIDA ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30.2023 COPY OF THE BOND RESOLUTION PROPOSED FORM OF BOND COUNSEL OPINION II OFFICIAL STATEMENT Relating to $[20,000,000] CITY OF DELRAY BEACH.FLORIDA General Obligation Bonds,Series 2024 (Parks Projects) INTRODUCTION This introduction is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement and should not be considered to be a complete statement of the facts material in making an investment decision.The offering by the City of Delray Beach.Florida (the "City ")of its $[20.000.000]General Obligation Bonds.Series 2024 (Parks Projects)(the "Series 2024 Bonds").to potential investors is made only by means of this entire Official Statement,including all appendices attached hereto. Capitalized terms used but not defined herein have the same meaning as when used in the hereinafter described Bond Resolution (as herein defined).unless the context would clearly indicate otherwise.A description of certain terms and conditions of the Series 2024 Bonds are set forth in the Bond Resolution.a copy of which is contained in APPENDIX C of this Official Statement.The descriptions of the Series 2024 Bonds.the documents authorizing and securing the same,and the information from various reports and statements contained herein are not comprehensive or definitive.All references herein to such documents.reports and statements are qua Ii fied by the entire,actual content of such documents.reports and statements. The City The City.located on Florida's Gold Coast,is the third largest city in Palm Beach County (the "County ")with an estimated population of []for 2023.with an estimated []seasonal residents and 16 square miles within its municipal boundaries.Lying 18 miles south of West Palm Beach and 50 miles north of Miami along the Atlantic Ocean.the City has been able to participate in the growth of South Florida and benefit from economic growth in this area in general.The City is primarily a residential community with a balance of commercial. light industrial and government complexes.It is a mature community with I 00%build-out and. therefore.its focus is not upon growth,but upon quality development of remaining vacant areas and redevelopment.For additional information regarding the City.see APPENDIX A - GENERAL INFORMATION CONCERNING THE CITY AND PALM BEACH COUNTY. FLORI DA"attached hereto. Preliminary.subject to change. Purpose of the Series 2024 Bonds The Series 2024 Bonds are being issued for the purpose of providing funds to (i)finance a portion of the costs of certain improvements to the Catherine Strong Park,the Miller Park and certain other City-owned parks (collectively.the "Parks Projects")and (ii)pay certain costs and expenses relating to the issuance of the Series 2024 Bonds. Authority for the Series 2024 Bonds The Series 2024 Bonds are being issued pursuant to and under the authority of the Florida Constitution and laws of the State of Florida (the "State").Chapter 166.Florida Statutes.as amended and supplemented.the Charter of the City.as amended and supplemented.and other applicable provisions of law.The Series 2024 Bonds are also being issued pursuant to Resolution No.154-22 adopted by the City Commission of the City (the "City Commission")on September 19.2022 (the "Referendum Resolution)and Resolution No.56-24 adopted by the City Commission on March 5.2024 (the "Bond Resolution"). On March 14,2023.a referendum to issue not to exceed $20.000.000 of general obligation bonds for the purpose of financing the Parks Projects (the "Referendum")was presented to the qualified voters of the City pursuant to the terms of the Referendum Resolution.The Referendum was duly held and conducted in all respects according to law.and a majority of qualified electors casting a ballot voted in favor of the issuance of such bonds for such purpose. Description of the Series 2024 Bonds The Series 2024 Bonds shall be dated the date of their delivery and shall be issued by the City as fully registered bonds in the name of Cede &Co ..as Bondholder and securities depository nominee of The Depository Trust Company (DTC).New York.New York.Individual purchases will be made in book entry form only through DTC in the denomination of $5.000 or any integral multiple thereof.Interest on the Series 2024 Bonds is payable on January I.2025 and semiannually on each July I and January I thereafter.Payments of principal and interest on the Series 2024 Bonds will be made to purchasers by DTC through Direct Participants and Indirect Participants (as such terms are herein defined).U.S.Bank Trust Company.National Association. Jackson vi lie.Florida.wi II serve as Paying Agent and Registrar for the Series 2024 Bonds.See DESCRIPTION OF THE SERIES 2024 BONDS"herein. Security for the Series 2024 Bonds The Series 2024 Bonds are general obligations of the City.The principal of and interest on the Series 2024 Bonds are payable from and secured by a lien and pledge of ad valorem taxes assessed.levied and collected.without limitation as to rate or amount.on all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law)in the manner provided in the Bond Resolution.In each year in which the Series 2024 Bonds are outstanding and unpaid.the City shall assess.levy and collect a tax on all taxable property within the City,sufficient in amount to pay all principal and interest on the Series 2024 Bonds as the same shall become due.The full faith.credit and taxing power of the City is pledged to the payment of debt service on the Series 2024 Bonds.See "SECURITY FOR THE SERIES 2024 BONDS" herein. 2 Redemption Provisions Certain of the Series 2024 Bonds may be subject to optional redemption prior to maturity as more fully described herein.See "DESCRIPTION OF THE SERIES 2024 BONDS - Redemption Provisions"herein. Amendment of Bond Resolution Pursuant to the Bond Resolution,the City is granted the right to make certain amendments to the Bond Resolution without the consent of the holders of the Series 2024 Bonds.See APPENDIX C -"COPY OF THE BOND RESOLUTION"hereto. Continuing Disclosure The City has covenanted in the Bond Resolution for the benefit of the Bondholders to provide certain financial information and operating data relating to the City and the Series 2024 Bonds in each year.and to provide notices of the occurrence of certain enumerated material events. in accordance with Rule I5c2-12 of the Securities and Exchange Commission.See CONTINUING DISCLOSURE ••herein. Additional Information This Official Statement speaks only as of its date and the information contained herein is subject to change.This Official Statement contains certain information concerning OTC and its book-entry-only system of registration.Such information has been provided by OTC and the City does not certify as to the accuracy or sufficiency of the disclosure practices or content of information provided by OTC and is not responsible for such information. THE PARKS PROJECTS The Series 2024 Bonds are being issued for the purpose of providing funds to (i)finance a portion of the costs of certain improvements to the Catherine Strong Park.the Miller Park and certain other City-owned parks (collectively.the "Parks Projects")and (ii)pay certain costs and expenses relating to the issuance of the Series 2024 Bonds. Catherine Strong Park Improvements.including.without limitation.a covered artificial multi-purpose practice field.covered basketball courts.walking trails.SplashPad improvements. City staff &meeting room facilities.restroom facilities and lighting improvements. Miller Park Improvements,including.without limitation,(describe the proposed improvements] [Confirm and describe any other park improvements or components of the Parks Projects] [Remainder of page intentionally left blank] 3 ESTIMATED SOURCES AND USES OF FUNDS The proceeds to be received from the sale of the Series 2024 Bonds are expected to be applied as follows: SOURCES OF FUNDS Proceeds of Series 2024 Bonds [Plus][Less][Net]Original Issue [Premium][Discount] TOTAL SOURCES OF FUNDS USES OF FUNDS Deposit to Parks Improvement Fund'' Deposit to Cost of Issuance Cost Center of Parks Improvement Fund- Underwriter's Discount TOTAL USES OF FUNDS $ $ $ $ (I)To be applied to finance and/or reimburse costs relating to the Parks Project. (2)To be applied to pay financial advisory and legal fees and expenses.rating agency fees.and other miscellaneous costs of issuance. [Remainder of page intentionally left blank] 4 DESCRIPTION OF THE SERIES 2024 BONDS General The Series 2024 Bonds will be issued initially as fully registered bonds and.when executed and delivered.will be registered in the name of Cede &Co ..as registered owner and nominee for The Depository Trust Company (DTC).New York.New York.which will act as securities depository for the Series 2024 Bonds.Individual purchases of beneficial interests in the Series 2024 Bonds may be made only in book-entry-only form in denominations of $5.000 or integral multiples of $5.000.Purchasers of beneficial interests in the Series 2024 Bonds will not receive physical delivery of bond certificates.As long as Cede &Co.is the registered owner of the Series 2024 Bonds.payments of principal and interest with respect to the Series 2024 Bonds will be made to such registered owner who will in turn remit such principal and interest payments to OTC participants for subsequent disbursement to the Beneficial Owners.For further information.see "-Book-Entry Only System"below.Interest on the Series 2024 Bonds will be payable semi- annually on January I and July I of each year commencing on January I.2025.Principal on the Series 2024 Bonds shall be payable on each July I in the years and in the principal amounts set forth on the inside cover page of this Official Statement. Book-Entry Only System THE FOLLOWING INFORMATION IN THIS SECTION CONCERNING OTC AND DTCS BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM OTC AND OTHER SOURCES THAT THE CITY BELIEVES TO BE RELIABLE AND THE CITY DOES NOT TAKE ANY RESPONSIBILITY FOR THE ACCURACY THEREOF. OTC wi 11 act as securities depository for the Series 2024 Bonds.The Series 2024 Bonds will be issued as fully-registered bonds registered in the name of Cede &Co.(DTC's partnership nominee)or such other name as may be requested by an authorized representative of OTC.One fully-registered bond certificate will be issued for each maturity of the Series 2024 Bonds and will be deposited with OTC.SO LONG AS CEDE &CO.IS THE REGISTERED OWNER OF THE SERIES 2024 BONDS.AS NOMINEE OF OTC.CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2024 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2024 BONDS SHALL MEAN CEDE &CO.AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2024 BONDS.THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2024 BONDS.PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2024 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED).INDIRECT PARTICIPANTS (AS HEREINAFTER DEFINED)OR BENEFICIAL OWNERS OF THE SERIES 2024 BONDS.CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2024 BONDS.AND OTHER RELATED TRANSACTIONS BY AND BETWEEN OTC.THE DIRECT PARTICIPANTS.INDIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2024 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY OTC. 5 ACCORDINGLY.THE CITY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. 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 17 A 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 issues.corporate and municipal debt issues.and money market instruments (from over I 00 countries)that DTCs participants (the "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-US.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 OTC.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 OTC 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 (the "Indirect Participants").DTC has a Standard and Poor's rating of AA+.The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission.More information about OTC can be found at www.dtcc.com and www.dtc.org. Purchases of the Series 2024 Bonds under the DTC system must be made by or through Direct Participants.which will receive a credit for such Series 2024 Bonds on DTCs records.The ownership interest of each actual purchaser of each Series 2024 Bond (the "Beneficial Owner")is in turn to be recorded on the Direct and Indirect Participants·records.Beneficial Owners will not receive written confirmation from OTC 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 Participant through which the Beneficial Owner entered into the transaction.Transfers of ownership interests in the Series 2024 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners.Beneficial Owners will not receive certificates representing their ownership interests in the Series 2024 Bonds.except in the event that use of the book-entry system for the Series 2024 Bonds is discontinued. To facilitate subsequent transfers.all Series 2024 Bonds deposited by Direct Participants with OTC 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 OTC.The deposit of The Series 2024 Bonds with DTC and their registration in the name of Cede &Co.or such other OTC nominee do not effect any change in beneficial ownership.OTC has no knowledge of the actual Beneficial Owners of the Series 2024 Bonds:DTCs records reflect only the identity of the Direct Participants to whose accounts such Series 2024 Bonds are credited.which may or may not be the Beneficial 6 Owners.The Direct and Indirect Participants will remain responsible for keeping an 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 made among them.subject to any statutory or regulatory requirements as may be in effect from time to time.Redemption notices shall be sent to DTC.If less than all of the Series 2024 Bonds are being redeemed.DTCs practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2024 Bonds. as the case may be.to be redeemed.Beneficial Owners of the Series 2024 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2024 Bonds.such as redemptions,defaults.and proposed amendments to the Series 2024 Bond documents.For example,Beneficial Owners of the Series 2024 Bonds may wish to ascertain that the 110111 inee holding the Series 2024 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 Registrar and request that copies of notices be provided directly to them. Neither DTC nor Cede &Co.(nor any other DTC nominee)will consent or vote with respect to the Series 2024 Bonds unless authorized by a Direct Participant in accordance with DTCs MMI Procedures.Under its usual procedures.DTC mails an Omnibus Proxy to the 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 Series 2024 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2024 Bonds will be made to Cede &Co ..or such other nominee as may be requested by an authorized representative of DTC.DTCs practice is to credit Direct Participants·accounts.upon DTCs receipt of funds and corresponding detail information from the City or the Paying Agent and Registrar on the payable date in accordance with their respective holdings shown on DTCs records.Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices.as is the case with securities held for the accounts of customers in bearer form or with securities registered in "street name."and will be the responsibility of such Participant and not of DTC.the Registrar or the City. subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede &Co.(or such other nominee as may be requested by an authorized representative of DTC)is the responsibility of the City and/or the Paying Agent for the Series 2024 Bonds.Disbursement of such payments to Direct Participants will be the responsibility of DTC.and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2024 Bonds at any time by giving reasonable notice to the City.Under such circumstances, in the event that a successor securities depository is not obtained.Series 2024 Bond certificates are required to be printed and delivered. 7 The City may decide to discontinue use of the book-entry transfers through DTC (or a successor securities depository).In that event and upon compliance with applicable DTC procedures.Series 2024 Bond certificates will be printed and delivered. Transfer of Series 2024 Bonds So long as the Series 2024 Bonds are registered in the name of DTC or its nominee.the following paragraphs relating to transfer and exchange of beneficial ownership interests in the Series 2024 Bonds will not apply to the Series 2024 Bonds and the transfer and registration of beneficial ownership interests in the Series 2024 Bonds will be governed by the rules and procedures of DTC as generally described under "DESCRIPTION OF THE SERIES 2024 BONDS -Book-Entry Only System,"above. Except as otherwise provided in the Bond Resolution.at the option of the registered owner thereof and upon surrender thereof at the designated corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or its duly authorized attorney and upon payment by such Owner of any charges which the Registrar may make as provided in the Bond Resolution.the Series 2024 Bonds may be exchanged for Bonds of the same maturity of any other authorized denominations. The Registrar shall keep books for the registration of Series 2024 Bonds and for the registration of transfers of Series 2024 Bonds.The Series 2024 Bonds shal I be transferable by an Owner thereof in person or by its attorney duly authorized in writing only upon the books of the City kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Owner or his duly authorized attorney. Upon the transfer of any such Series 2024 Bond.the City shall issue in the name of the transferee a new Series 2024 Bond or Series 2024 Bonds. The City.the Paying Agent and the Registrar shall deem and treat the person in whose name any Series 2024 Bond shall be registered upon the books kept by the Registrar as the absolute Owner of such Series 2024 Bond.whether such Bond shall be overdue or not.for the purpose of receiving payment of.or on account of.the principal of and interest on such Bond as the same become due and for all other purposes.All such payments so made to any such Owner or upon his or her order shall be valid and effectual to satisfy and discharge the liability such Bond to the extent of the sum or sums so paid.and neither the City.the Paying Agent nor the Registrar shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Series 2024 Bonds or transferring Series 2024 Bonds is exercised.the City shall execute and the Registrar shall authenticate and deliver Series 2024 Bonds in accordance with the provisions of the Bond Resolution.All Series 2024 Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Registrar and canceled by the Registrar.There shall be no charge for any such exchange or transfer of the Series 2024 Bonds.but the City or the Registrar may require the payment of a sum sufficient to pay any tax.fee or other governmental charge required to be paid with respect to such exchange or transfer.Neither the City nor the Registrar shall be required to transfer or exchange Series 2024 Bonds for a period commencing on a Record Date and ending on the next ensuing Interest Payment Date. 8 All Series 2024 Bonds paid at or before maturity,shall be delivered to the Registrar when such payment is made,and such Series 2024 Bonds,together with all Series 2024 Bonds purchased by the City with the intent of cancellation.shall thereupon be promptly canceled.Series 2024 Bonds so canceled may at any time be destroyed by the Registrar.who shal I execute a certificate of destruction in duplicate by the signature of one of its authorized officers described by the Series 2024 Bonds so destroyed.and one executed certificate shall be filed with the City and the other executed certificate sh al I be retained by the Registrar. Redemption Provisions The Series 2024 Bonds maturing on or prior to July I.2034 are not subject to optional redemption.The Series 2024 Bonds maturing on or after July I.2035 are subject to redemption prior to maturity.at the option of the City,in whole or in part on any date on or after July I.2034. and if in part,in such order of maturities and in such amounts as the City shall select and by lot within a maturity,at a redemption price equal to I 00%of the principal amount to be redeemed. plus accrued interest to the date of redemption.and without premium. Notice of Redemption Notice of redemption shall be given by deposit in the U.S.mail.postage prepaid.at least thirty (30)days before the redemption date to al I registered owners of the Series 2024 Bonds or portions of the Series 2024 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions of the Bond Resolution hereof.Failure to mail any such notice to a registered owner of a Series 2024 Bond.or any defect therein.shall not affect the validity of the proceedings for redemption of any Series 2024 Bonds or portion thereof with respect to which no failure or defect occurred.The foregoing notwithstanding.if it is determined that the giving of notice by U.S.mail is not feasible.any other industry-accepted means of giving notice.including.but not limited to.facsimile or electronic transmission.may be utilized for the giving of notice.provided that it can be established that the notice was in fact given by such other means. Such notice shall set forth the date fixed for redemption.the rate of interest borne by each Series 2024 Bond being redeemed.the date of pub lication.the name and address of the Registrar and Paying Agent.the redemption price to be paid and.if less than all of the Series 2024 Bonds then Outstanding shall be called for redemption.the distinctive numbers and letters.including CUSIP numbers.if any.of such Series 2024 Bonds to be redeemed and.in the case of Series 2024 Bonds to be redeemed in part only.the portion of the principal amount thereof to be redeemed.If any Series 2024 Bond is to be redeemed in part only.the notice of redemption which relates to such Series 2024 Bond shall also state that on or after the redemption date.upon surrender of such Series 2024 Bond,a new Series 2024 Bond or Series 2024 Bonds in a principal amount equal to the unredeemed portion of such Series 2024 Bond may be issued upon request of the Owner. Conditional Notice of Redemption (as such term is defined in the Bond Resolution)is authorized to be given for any optional redemption. 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 Series 2024 Bonds to the following:The Depository 9 Trust Company.711 Stewart Avenue.Garden City.New York 11530,Fax(5l6)227-4039orsuch 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 Series 2024 Bonds. A second notice of redemption shall be given sixty (60)days after the redemption date in the manner required above to the registered owners of redeemed Series 2024 Bonds which have not been presented for payment within thirty (30)days after the redemption date. Notwithstanding the above.so long as the Series 2024 Bonds are held in a book-entry only system maintained by Securities Depository,such notice of redemption shall only be sent to Securities Depository or its nominee. Any notice mailed or otherwise provided by such other means.all as described herein.shall be conclusively presumed to have been duly given.whether or not the owner of such Series 2024 Bond receives such notice. Payment of Redeemed Series 2024 Bonds Notice having been given in the manner and under the conditions described above.the Series 2024 Bonds or portions of Series 2024 Bonds so called for redemption shall.on the redemption date designated in such notice.become and be due and payable at the redemption price provided for redemption for such Series 2024 Bonds or portions of Series 2024 Bonds on such date;provided.however.that the Series 2024 Bonds or portions of the Series 2024 Bonds called for optional redemption for which a Conditional Notice of Redemption was given.shall not become due and payable on the redemption date if sufficient moneys to pay the redemption price of such Series 2024 Bonds or portions of such Series 2024 Bonds have not been received by the Paying Agent on or prior to the redemption date.On the date so designated for redemption. moneys for payment of the redemption price being held in a separate account by the Paying Agent in trust for the registered owners of the Series 2024 Bonds or portions thereof to be redeemed.all as provided in the Bond Resolution.interest on the Series 2024 Bonds or portions of the Series 2024 Bonds so called for redemption shat I cease to accrue.such Series 2024 Bonds and portions of Series 2024 Bonds shall cease to be entitled to any lien.benefit or security under the Bond Resolution and shall be deemed paid hereunder.and the registered owners of such Series 2024 Bonds or portions of Series 2024 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and.to the extent provided in the Bond Resolution.to receive Series 2024 Bonds for any unredeemed portions of the Series 2024 Bonds. [Remainder of page intentionally left blank] 10 DEBT SERVICE SCHEDULE The following table sets forth the annual debt service requirements with respect to the Series 2024 Bonds: Bond Year Ending (July I) 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 Totals Principal $ $ 12 Interest $ $ Annual Debt Service $ $ SECURITY FOR THE SERIES 2024 BONDS Levy of Ad Valorem Taxes The Series 2024 Bonds are general obligations of the City.The principal of and interest on the Series 2024 Bonds are payable from and secured by a pledge of the full faith.credit and taxing power of the City on all taxable property in the City.Pursuant to the Bond Resolution,the City is obligated to levy ad valorem taxes on all taxable property in the City.in each year.at a rate as shall be necessary to provide for the prompt payment of all principal and interest on the Series 2024 Bonds.The Bond Resolution requires that provision shall be included and made in the annual budget and tax levy for the levy of the taxes as described above.Such Ad Valorem Taxes (as described below)shall be levied and collected at the same time,and in the same manner.as other ad valorem taxes of the City and the County are assessed.levied and collected. General Obligation The Series 2024 Bonds shall be payable from and secured by a lien upon and pledge of the Pledged Revenues which consist of (i)the Ad Valorem Taxes (defined in the Bond Resolution as all ad valorem taxes levied on all taxable property in the City without limitation as to rate or amount which are authorized to be levied pursuant to the Referendum deposited in the Debt Service Fund created and established under the Bond Resolution.(ii)investment income received from the investment of moneys in the Debt Service Fund established under the Bond Resolution.and (iii) any other moneys deposited in the Debt Service Fund or received by the Paying Agent in connection with the repayment of the Series 2024 Bonds.The Series 2024 Bonds are general obligations of the City and the full faith.credit and taxing power of the City is pledged to the payment of debt service on the Series 2024 Bonds. No Debt Service Reserve The City has not created any debt service reserve fund or account to secure the repayment of the Series 2024 Bonds. AD V ALO REM TAXATION General Under Florida law.the assessment of all properties and the collection of all county.school district.special taxing district.and municipal property taxes are consolidated in the offices of the county property appraiser and county tax collector.The Florida Constitution I im its the aggregate rate of ad valorem taxes that may be levied on real and personal property.The limitation.except as noted below,is ten (I0)mills each for all county and municipal purposes.A mill is equal to one-tenth of one cent of one dollar or $1.00 for every $1.000 of assessed value.Notwithstanding the foregoing.no limitation exists as to the rate or amount of ad valorem taxes that may be levied for the payment of indebtedness approved by referendum.Consequently.limitations otherwise applicable to the amount of ad valorem taxes that can be levied do not apply to taxes required to 13 be levied to pay debt service on the City's general obligation bonds.including the Series 2024 Bonds. The millage rate of each taxing authority.except as limited by law,is established on the basis of estimates of revenue needs and total taxable property valuations within each taxing authority 's jurisdiction.Ad valorem taxes are not levied in excess of actual budget requirements. In setting millage rates,the applicable governmental unit is required by State law to assume not less than ninety-five percent (95%)of the taxable value of the property within its jurisdiction.as certified by the county property appraiser. In 1973.the State enacted legislation to encourage public awareness of spending and taxing decisions made by local elected officials.That legislation was amended in 1980 by the Truth in Millage or "TRIM BILL."now codified as Section 200.065.Florida Statutes.The legislation provides that,if the tax rate established by the governing board exceeds the rolled-back rate,the taxing authority shall publish notice of the proposed tax increase prior to the public hearing required to be held for the adoption of the final budget and millage rate.Under Section 200.065.a rolled-back rate"is defined as the millage rate that would produce the same amount of ad valorem taxes in each current year as were levied in the prior year.exclusive of any increase in assessments resulting from new construction and geographic boundary changes. In 2007.the State Legislature adopted a property tax plan which significantly impacted ad valorem tax collections for State local government (the "Millage Rollback Legislation").One component of the Millage Rollback Legislation required counties.cities and special districts to rollback their millage rates for the 2007-2008 fiscal year to a level that.with certain adjustments and exceptions.would generate the same level of ad valorem tax revenue as in fiscal year 2006- 2007:provided,however.depending upon the relative growth of each local government"sown ad valorem tax revenues from 200 I to 2006.such rolled back millage rates were determined after first reducing 2006-2007 ad valorem tax revenues by 0%to 9%.In addition.the Rollback Legislation also limited how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years.A local government may override certain portions of these requirements by a supermajority.and for certain requirements.a unanimous vote of its governing body. Procedure for Property Assessment Real and personal property valuations are determined each year as of January I by the office of the County Property Appraiser.That office certifies the tax rolls and mails to each property owner a notice of proposed property taxes indicating the assessed property value as well as the rollback rate,which is the millage rate that would produce the same ad valorem tax revenue for each taxing unit in the County as was levied during the prior year.exclusive of new construction. additions to structures.deletions,and property added due to geographic boundary changes.The property owner has the right to file an appeal with the Clerk of the Value Adjustment Board if the assessed property value.as determined by the County Property Appraiser.is inconsistent with the value determined by the property owner.All appeals of such valuation determinations are heard by the Value Adjustment Board.which consists of members of the Palm Beach County School Board and the Board of County Commissioners of the County.The Value Adjustment Board certifies the assessment roll upon completion of the hearing of all appeals so filed.Millage rates are then computed by the various taxing authorities and certified to the County Property Appraiser. 14 who applies the millage rates to the final assessment roll.This procedure creates the tax roll that is then annually delivered to the County Tax Collector on or about the first Monday in October of each year. State law requires that all non-exempt property be assessed at one hundred percent (I 00%) of fair market value.with certain exceptions.The following uses of real property are generally exempt from ad valorem taxation:religious,educational,charitable.scientific.literary and governmental.In addition,there are a variety of special exemptions.including but not limited to. for widows,hospitals.homesteads,working waterfronts,nursing homes.certain disabled persons homesteads.homes for the aged.disabled veterans and low-income senior citizens and first responders.The general "homestead exemption"exempts from taxation the first $25.000 of the assessed valuation of a residence occupied by the owner on a permanent basis.as of January I of the year of valuation.Agricultural land,noncommercial recreational land.inventory and livestock are assessed at less than one hundred percent (I 00%)of fair market value.In addition.several amendments to the Florida Constitution have been made to provide homeowners additional exemptions from taxation for certain homestead properties.See also "AD V ALOREM TAXATION -Constitutional Amendments and Legislative Initiatives Affecting Ad Valorem Taxes"herein. The taxes of all governmental units.including the City,are billed together and each landowner in the County is required to pay all such taxes without preference as to any particular increment.Under current administrative rules.the County Tax Collector cannot accept partial payment of a tax bill. [Remainder of page intentionally left blank] 15 Historical and Current Millages The following table contains the tax millage rates of the City for the last ten fiscal years shown below: City of Delray Beach,Florida Property Tax Rates -Direct and Overlapping Governments Last Ten Fiscal Years Total Fiscal Year Cityy of Palm Special Ending General Debt Delray School Beach Taxing Total September 30.Fund Service Beach District County Districts All 2014 2015 7.1611 0.3028 7.4639 7.5940 4.9729 2.1732 22.2040 2016 7.0611 0.2756 7.3367 7.5120 4.9277 2.0974 21.8738 2017 6.9611 0.2496 7.2107 7.0700 4.9142 1.9453 21.1402 2018 6.8611 0.2289 7.0900 6.7690 4.9023 1.7818 20.5431 2019 6.7611 0.2108 6.9719 6.5720 4.8980 1.6920 20.1339 2020 6.6611 0.2034 6.8645 7.1640 4.8580 1.6873 20.5738 2021 6.661I 0.1886 6.8497 7.0100 4.8124 1.6753 20.3474 2022 6.6611 0.1792 6.8403 6.8750 4.8149 1.6386 20.16882023 Tax rate limits -Ten mills per Florida Statute 200.81 (one mill equals $1 per $1.000 of assessed valuation). Scope of tax rate limit -No municipality shall levy ad valorem taxes for real and tangible personal property in excess of ten mills of the assessed value.except for special benefits and debt service on obligations issued with the approval of those taxpayers subject to ad valorem taxes. Taxes assessed -January I Taxes due -March 3 I Taxes delinquent -April I Discount allowed -4%November:3%December.2%January;I%February Penalties for delinquent -3%plus advertising Tax collector -Palm Beach County Tax collector's commission -None Source:Palm Beach County Tax Collector. 16 Procedures for Tax Collection and Distribution In October.the Tax Collector mails a notice to each property owner on the tax roll for the taxes levied by the County,the School District.municipalities within the County and other taxing authorities.All real and tangible personal property taxes are due and payable on November I of each year.or as soon thereafter as the tax rol I is certified and delivered to the Tax Collector.Taxes may be paid upon receipt of such notice.with discounts at the rate of 4%if paid in the month of November;3%if paid in the month of December;2%if paid in the month of January and I%if paid in the month of February.Taxes paid in the month of March are without discount.All unpaid taxes on real and personal property become delinquent on April I of the year following the year in which taxes were levied.Delinquent real property taxes bear interest at the rate of 18%per year from April I until a tax certificate is sold at auction,from which time the interest rate shall be as bid by the buyer of the tax certificate.Delinquent tangible personal property taxes also bear interest at the rate of 18%per year from April I until paid.Delinquent personal property taxes must be advertised within 45 days after delinquency.and after May I.the property is subject to warrant.levy,seizure and sale. On or before June I or the 60th day after the date of delinquency.whichever is later.the Tax Collector must advertise once each week for three weeks and must attempt to sell tax certificates on all real property with delinquent taxes.The tax certificates are sold to those bidding the lowest interest rate to be borne by the certificates.Such certificates include the amount of delinquent taxes,the penalty interest accrued thereon and the cost of advertising.Delinquent tax certificates not sold at auction become the property of the County.Florida law provides that real property tax liens are superior to all other liens.except prior Internal Revenue Service liens. To redeem a tax certificate.the owner of the property must pay all delinquent taxes.the interest that accrued prior to the date of the sale of the tax certificate.charges incurred in connection with the sale of the tax certificate.omitted taxes.if any,and interest at the rate shown on the tax certificate (or interest at the rate of 5%.whichever is higher)from the date of the sale of the tax certificate to the date of redemption.If such tax certificates or I iens are not redeemed by the property owner within two years.the holder of the tax certificates can cause the property to be sold to pay off the outstanding certificates and the interest thereon.Provisions are also made for the collection of delinquent tangible personal property taxes.but in a different manner which includes the possible seizure of the tangible personal property. At any time after two years have elapsed since Apri I I of the year of the issuance of a tax certificate and before the expiration of seven years.the holder of the tax certificate may apply for a tax deed with respect to any tax certificate it holds.Two years after such April I.the City may make application for a tax deed with respect to any tax certificate it holds.Upon receipt of such applications,a public sale is advertised and held (unless the tax certificate is redeemed).and the highest bidder a such sale receives a tax deed for the property. Florida law requires the Tax Collector to distribute the taxes collected to each governmental unit levying the tax.including the City.Such distribution is to be made four times during the first two months after the tax roll comes into its possession.and once per month thereafter. 17 Assessed Value of Taxable Property The following table sets forth the assessed value of taxable property in the City for the last five Fiscal Years: C ity of Delray Beach,Florida A ssessed V alue and E stim ated A ctual V alue of T axab le Pro perty L ast T en Fiscal Years Just \Value Fiscal Year Ending September 30 Ta Roll Year Real Personal Centrall Assessed Prope r Total Less Ta Exempt Prope r Assessed Value Total Direct Ta Rate Estimated Actual Total Tasable Assessed Value as a of Prope r Pro pe r Value Estimated Actual Value 2014 2015 2016 2017 2018 2019 2020 2021 2022 2013 2014 2015 2016 2017 2018 2019 2020 2021 $8394403 790 $303405 744 0466 869 392 313309 504 I0.791342 859 335031 328 13031 532052 308 798 836 13745 764634 326150163 I4 520154928 331487068 15254496.718 370020 858 I6033087 922 379233767 8$3099617 $8701989 160 4639.408 9784818 304 4 706807 11131981084 5 1I6264 12433930348 280088 13345610.976 5 440.000 14077 363 797 7773120 14859415 125 7313944 15631831 520 6918x05 I419240494 $2 107124944 $6504864.2 16 2545.422.652 7230395.652 3150639602 798134148.2 3632 307474 8799184526 3735290582 9610320 394 3.661 522 344 I0415x84l 453 3 769 536 808 11089878 317 3743463842 I!888 367678 3917331096 12501 409 398 7 5064 7 4639 73367 72107 7 0000 +0710 6 8645 6 8497 6 8403 $7834.736483 8417% 8405.771769 8521°, 9266.850307 8613% 10139528 770 8678%, I1025 407279 8716% 11877.807 030 8700,, 12604 762.821 8708% 13 466.726.469 8828% I4 107445830 8862% 2022 Note The basis of just value is approximately one hundred percent (100%)of actual value For each fiscal vear ending September 30,property 1s valued as of January Ist of the precedmng calendar year Source Palm Beach County Property Appraiser -Form DR-403F (Revised Recapitulation of the Ad Valorem Assessment Rolls of Delray Beach.Florda) [Remainder of page intentionally left blank] 18 Ad Valorem Tax Levies and Collections The following table sets forth the amounts billed and the percent collected for ad valorem property taxes levied by the City for the last ten Fiscal Years: City of Delray Beach,Florida Property Tax Levies and Collections Last Ten Fiscal Years Total Collections Fiscal Year Current Percent of Delinquent Property as a PercentEndingNetTaxTaLevyTaTaofCurrentSeptember30.Lev Collections Collected Collections Collections Levy 2014 $54.077.708 $51.832.318 95.85%$138.739 $51,971.057 96.10% 2015 58.557.569 56.789.971 96.98 86.796 56.876.767 97.13 2016 58.512.469 58.688.757 100.30 593.671 59.282.428 101.32 2017 63.449.114 63.527.367 100.12 175.620 63.702.987 100.40 2018 68.138.009 68.064.438 99.89 20.428 68.084.866 99.92 2019 72.618.995 67.980.754 93.61 104.112 68.084.866 93.76 2020 76.127.852 73.356.606 96.36 107.922 73.464.528 96.50 2021 81,433.074 78.552.211 96.46 111.321 78.663.532 96.60 2022 85.518.60 I 82.464.055 96.43 57.985 82.522.040 96.50 202.3 Note:All property taxes are assessed and collected by Palm Beach County without charge to the City.Collections are distributed in full as collected. Net Tax Levy is for City ad valorem taxes and excludes tax increment revenues received by the CRA. Source:Palm Beach County Tax Collector [Remainder of page intentionally left blank] 19 Principal Taxpayers The following table sets forth the principal property taxpayers in the City: City of Delray Beach,Florida Principal Property Taxpayers Current Year and ine ears Ago 2023 Taxable Assessed Valuation [Florida Power and Light Co Tenet Healthcare Corp CO BB Delta owner LLC Craton Club Investors Granite Worthing LL CH Realt LX MF Boca Raton Ltfespace Communities Inc Depot FL Partners LLC TA Delray Beach LL.C Linton Delray LL Ocean Properties Ltd Fairfield Spring Harbors LLC Morse Operations Inc Investors Warranty of \menca Inc ] Totals Source:Palm Beach County Property Appraiser. 2014 Percentage of Taxable Percentage of Taxes Total Taxes Assessed Taxes Total Taxes Levred Rank Leved Valuation Leved Rank Leved [Remainder of page intentionally left blank] 20 Constitutional Amendments and Legislative Initiatives Affecting Ad Valorem Taxes Several amendments to the Florida Constitution and Florida legislative initiatives affecting ad valorem taxes have been approved by voters in the past including the following. Save Our Homes Amendment.By voter referendum held on November 3.1992.Article VII,Section 4 of the Florida Constitution was amended by adding thereto a subsection which.in effect,limits the increases in assessed just value of homestead property to the lesser of (I)three percent of the assessment for the prior year,or (2)the percentage change in the Consumer Price Index for all urban consumers.U.S.City Average.all items 1967=100.or successor reports for the preceding calendar year as initially reported by the United States Department of Labor.Bureau of Labor Statistics.Further.the amendment provides that (a)no assessment shall exceed just value, (b)after any change of ownership of homestead property or upon termination of homestead status such property shall be reassessed at just value as of January I of the year following the year of sale or change of status,(c)new homestead property shat I be assessed at just value as of January I of the year fol lowing the es tab lishment of the homestead.and (d)changes.additions.reductions or improvements to homestead shall initially be assessed as provided for by general law.and thereafter as provided in the amendment.The amendment is known as the "Save Our Homes" amendment.The effective date of the amendment was January I.1993 and,pursuant to a ruling by the Supreme Court of the State of Florida.it began to affect homestead property valuations commencing January I.1995 with 1994 assessed values being the base year for determining compliance. Historic Preservation.By voter referendum held on November 3.1992.Article VI I. Section 3 of the Florida Constitution was amended to provide that any county or municipality may.for the purpose of its respective tax levy and subject to the provisions of the State Constitution and general law.grant historic preservation ad valorem tax exemptions to owners of historic properties.This exemption may be granted only by ordinance of the county or municipality.The amount or limits of the amount of this exemption and the requirements for eligible properties must be specified by general law.State law provides that such exemption may be for an amount up to 50%of the assessed value of the property.The period of time for which this exemption may be granted may continue until the ordinance·is repealed or the property no longer qualifies for the exemption.This exemption does not apply to the levy of taxes for the payment of bonds (such as the Series 2024 Bonds).The effective date of the amendment was January I.1993.The City has not enacted an ordinance granting the exemption described in this paragraph.[Confirm] Constitutional amendments Related to Ad Valorem Exemptions.On January 29.2008.in a special election held in conjunction with Florida's presidential primary.the requisite number of voters approved amendments to the State Constitution exempting certain portions of a property's assessed value from taxation.The amendments were effective beginning with the 2008 tax year. The following is a brief summary of certain important provisions contained in such amendments: •Provides for an additional exemption for the assessed value of homestead property between $50.000 and $75.000.thus doubling the existing general homestead exemption for property with an assessed value equal to or greater than $75.000.See "AD V ALOREM TAXATION -General"herein for a description of the general $25.000 homestead exemption. 21 •Permits owners of homestead property to transfer their Save Our Homes benefit (up to $500,000)to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the new homestead is greater than or is equal to the just value of the prior homestead.If the just value of the new homestead is less than the just value of the prior homestead.then owners of homestead property may transfer a proportional amount of their Save Our Homes benefit.such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead.As discussed above.the Save Our Homes amendment generally limits annual increases in ad valorem tax assessments for those properties with homestead exemptions to the lesser of 3%or the annual rate of inflation. •Exempts from ad valorem taxation $25.000 of the assessed value of property subject to tangible personal property tax. •Limits increases in the assessed value of non-homestead property to 10%per year, subject to certain adjustments.The cap on increases is in effect for a I0-year period.subject to extension by an affirmative vote of electors.See "-Extending the Limitation on Assessed Values of Non-Homesteaded Real Property below for information concerning another approved constitutional amendment to extend the I 0%cap on increases of non-homesteaded properties. Homestead Exemption Increase for Low-Income Seniors and Disabled Veterans.In the November 7.2006 general election,the voters of Florida approved amendments to the State Constitution.which provide for an increase in the homestead (ad valorem tax)exemption to $50.000 from $25.000 for certain low-income seniors effective January I,2007 and provide a discount from the amount of ad valorem taxes for certain permanently disabled veterans effective December 7.2006.respectively. Homestead Portability Amendment.During the 2020 State legislative session.a constitutional amendment was proposed by the State legislature which would extend the period for a homestead property owner to transfer a prior Save Our Homes benefit to a new homestead from two years to three years (the "Portability Amendment).Specifically.the Portability Amendment allows a homeowner who establishes a new homestead as of January I to have the new homestead assessed at less than just value if the homeowner received a prior homestead exemption as of January I of any of the immediately preceding three years.The Portability Amendment was approved by voters on November 3.2019 and such amendment took effect on January I.2021. Exemptions for Certain Property Uses.In the November 4.2008 general election.the voters of the State approved amendments to the State Constitution providing the Florida Legislature with authority to enact exemptions or special assessment protections for certain types of property subject to ad valorem taxation including exemptions for conservation lands and residential wind damage resistance and renewable energy source improvements.and restrictions on the assessment of working waterfront properties.Thereafter.legislation was enacted which creates an exemption for land used exclusively for conservation purposes.Such exemption applies to property tax assessments made on or after January I.20 I I. 22 Exemption for Deployed Military Personnel.In the November 2010 general election. voters approved a constitutional amendment which provides an additional homestead exemption for deployed military personnel.The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the legislature.This constitutional amendment took effect on January I.20 I I. Exemption for Disabled Veterans.In the November 2012 general election.voters approved a constitutional amendment which allows totally or partially disabled veterans who were not Florida residents at the time of entering military service to qualify for the combat-related disabled veteran's ad valorem tax discount on homestead property.The amendment became effective on January I.20 13. A military veteran who was honorably discharged.is a resident of the State,and is disabled to a degree of I 0%or more because of misfortune or while serving during wartime may be entitled to a $5.000 reduction in the assessed value of their property.This exemption is not limited to homestead property.A military veteran who was honorably discharged with a service-related total and permanent disability may be eligible for a total exemption from taxes on homestead property. A similar exemption is available to disabled veterans confined to wheelchairs.Under certain circumstances.the veteran's surviving spouse may be entitled to carry over these exemptions. Real property used and owned as a homestead by a quadriplegic.less any portion used for commercial purposes.is exempt from all ad valorem taxation.Real property used and owned as a homestead by a paraplegic.hemiplegic.or other totally and permanently disabled person.who must use a wheelchair for mobility or who is legally blind.is exempt from taxation if the gross household income is below statutory limits. Exemption for Surviving Spouse of Veterans.In the November 2012 general election. voters approved a constitutional amendment which allows the State Legislature to provide ad valorem tax relief to the surviving spouse of a veteran who died from service-connected causes while on active duty as a member of the United States Armed Forces and to the surviving spouse of a first responder who died in the line of duty.The amount of tax relief.to be defined by general law,can equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead property.The amendment became effective on January I.2013.During the 2020 State legislative session.a constitution amendment was proposed by the State legislature which would extend the discount on ad valorem taxes provided to certain honorably discharged veterans to their surviving spouses (the "Surviving Spouse Exemption").Specifically.the Surviving Spouse Exemption allows the same ad valorem tax discount on a homestead property for combat disabled veterans age 65 or older to transfer to the surviving spouse of a veteran receiving the discount if the surviving spouse holds the legal or beneficial title to the homestead.permanently resides thereon, and does not remarry.The amendment was approved by voters on November 3.2019 and such amendment took effect on January I.202 I. Exemption for Low Income Seniors.In the November 2012 general election,voters approved a constitutional amendment which allows the State Legislature by general law to permit counties and municipalities.by ordinance.to grant an additional homestead tax exemption equal to the assessed value of homestead property to certain low income seniors.To be eligible for the 23 additional homestead exemption.the county or municipality must have granted the exemption by ordinance.the property must have a just value of less than $250.000.the owner must have title to the property and maintained his or her permanent residence thereon for at least 25 years.the owner must be age 65 years or older and the owner s annual household income must be less than $27.300. [The City has granted this additional exemption.][Confirm whether the City has adopted an ordinance granting the additional low income senior exemption]This additional homestead tax exemption does not apply to school property taxes. Economic Development.In the November 2012 general election.voters approved a constitutional amendment which provides that any county or municipality may for the purpose of its respective tax levy and subject to the State Constitution and general law.grant community and economic development ad valorem tax exemptions to new businesses and expansions of existing businesses.as defined by general law.Such an exemption may be granted only by ordinance of the county or municipality.and only after the electors of the county or municipality voting on such question in a referendum authorize the county or municipality to adopt such ordinance.An exemption so granted shall apply to improvements to real property made by or for the use of a new business and improvements to real property related to the expansion of an existing business and shal I also apply to tangible personal property of such new business and tangible personal property related to the expansion of an existing business.The amount or limits of the amount of such exemption shall be specified by general law (up to I 00%in certain circumstances)and the period of time for which such exemption may be granted to a new business or expansion of an existing business sh al I be determined by general law.State law provides that the authority to grant such exemption shall expire ten years from the date of approval by the electors of the county or municipality.and may be renewable by referendum as provided by general law and that exemptions may be granted for up to IO or 20 years depending on the use of the applicable facility This exemption does not apply to the levy of taxes for the payment of bonds (such as the Series 2024 Bonds).The City has not enacted an ordinance granting the exemption described in this paragraph.[Confirm] In the November 2016 general election.voters approved a constitutional amendment changing the existing homestead tax exemption for low-income seniors so that the value of property owned by eligible senior citizens with a household income of $20,000 or less could be assessed when they first apply for the exemption.The measure was designed to ensure eligible seniors·ability to be able to keep their tax exemption even if their home value exceeded $250.000 in the future.The amendment took effect on January I.2017 but is retroactive to January I.2013. meaning a senior who qualified for the exemption in 2013.but lost it.would regain the exemption. Various Changes to Ad Valorem Assessment.Exemptions and Definitions.During its 2013 Regular Session.the Florida Legislature passed Senate Bill 1830 (SB 1830)which was signed into law by the Governor and creates a number of changes affecting ad valorem taxation which became effective as of July I.2013.First.SB 1830 provides long-term lessees the ability to retain their homestead exemption and related assessment limitations and exemptions in certain instances and extends the time for property owners to appeal value Adjustment Board decisions on transfers of assessment limitations to conform with general court filing time frames.Second.SB 1830 inserts the term "algaculture"in the definition of "agricultural purpose"and inserts the term "aquacultural crops"in the provision specifying the valuation of certain annual agricultural crops. nonbearing fruit trees and nursery stock.Third.SB 1830 allows for an automatic renewal for 24 assessment reductions related to certain additions to homestead properties used as living quarters for a parent or grandparent and aligns related appeal and penalty provisions to those for other homestead exemptions.Fourth.SB 1830 deletes a statutory requirement that the owner of Florida real property permanently reside upon such property in order to qualify for a homestead exemption.This change conforms the statute at issue with the Florida Constitution by allowing non-resident owners of property to claim a homestead exemption if a person legally or naturally dependent upon the owner permanently resides on such property.Fifth.SB 1830 clarifies a drafting error regarding the property tax exemptions counties and cities may provide for certain low-income persons age 65 and older.Sixth.SB 1830 removes a residency requirement that a senior disabled veteran must have been a Florida resident at the time they entered the service to qualify for certain property tax exemptions.Seventh.SB 1830 repeals the ability for limited liability partnerships with a general partner that is a charitable 501(c)(3)organization to qualify for the affordable housing property tax exemption.Finally.SB 1830 exempts from property taxes property used exclusively for educational purposes when the entities that own the property and the educational facility are the same natural persons. Assessment of Renewable Energy Devices Upon Residential Property.Also during the Florida Legislature's 2013 Regular Session.the Florida Legislature passed House Bi II 277 (""H B 277).which provides that certain renewable energy devices are exempt from being considered when calculating the assessed value of residential property.HB 277 only applies to devices installed on or after January I.2013.HB 277 took effect on July I.2013. Reclassification ofAgricultural Lands.Also during the Florida Legislature's 2013 Regular Session.the Florida Legislature passed House Bill 193 (HB I93").which eliminated three ways in which the Property Appraiser had authority to reclassify agricultural land as non-agricultural land.Additionally.I-IB 1193 relieves the value Adjustment Board of the authority to review the Property Appraisers·classifications of land upon its own motion.HB 1193 applies retroactively as of January 1.2013. Exemption and Assessment of Renewable Energy Devices Upon all Real Property.In the August 2016 primary election.the voters in the State approved a constitutional amendment exempting the assessed value of certain renewable energy devices from the ad valorem tax on tangible personal property and prohibiting certain renewable energy devices from being considered when calculating the assessed value of all real property.not just real property used for residential purposes as provided for in I-IB 277 described above.This constitutional amendment took effect on January I.2018 and expires on December 31,2037. Exemption for Disabled First Responders.In the November 2016 general election.voters approved a constitutional amendment authorizing first responders who are totally and permanently disabled as a result of injuries sustained in the line of duty to receive ad valorem tax relief on the homestead property.The amount of tax relief.to be defined by general law.can equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead property.Florida defines first responders as law enforcement officers.correctional officers.firefighters.emergency medical technicians and paramedics.This amendment took effect on January I.2017. Extending the Limitation on Assessed Values of Non-Homesteaded Real Property.In the November 2018 general election.voters approved a constitutional amendment removing the 25 scheduled January I.2022 repeal of the limitation prohibiting the increase in the assessed value of non-homestead property to I 0%per year.The I imitation does not apply to property taxes levied by school districts.This amendment took effect on January I,2019. Exempting Assessed Value of a Renewable Energy Device.During the Florida Legislature's 2017 Regular Session.the Florida Legislature passed SB 90 (SB 90)implementing Amendment 4.which was approved by the voters in August 2016.SB 90 exempts the assessed value of a renewable energy device from tangible personal property tax and the installation of those devices from determining the assessed value of real property.both residential and non- residential.for the purpose of ad valorem taxation.SB 90 also revises the definition of··renewable energy source device"to include power conditioning and storage devices.wiring,structural support and other components used as integral parts of such systems.The changes made by SB 90 expire on December 31,2037. 2023 Legislative Initiatives.During the 2023 State legislative session.the State Legislature passed CS/SB I 02 which went into effect on July I.2023.Among other things.CS/SB I 02 provides an (i)ad valorem tax exemption for land owned by a non-profit entity leased for 99 or more years for the purpose of affordable housing.(ii)ad valorem tax exemption for newly constructed or substantially rehabilitated developments with 70 or more units dedicated to providing affordable low to moderate-income housing (portion of the property dedicated to "moderate income"housing (between 80%and 120%Area Median Income)will receive a 75% exemption while those serving low-income residents (less than 80%Area Median Income)will receive a full exemption)and (iii)permits local governments to offer an additional local option ad valorem tax exemption to property owners who dedicate units to extremely-low income or very- low income residents if certain qualifications are satisfied. 2024 Proposed Constitutional Amendments.The Florida Legislature's 2024 Regular Session began on January 9.2024.and is scheduled to end on March 8.2024.Two constitutional amendments have been introduced in the Florida House of Representatives that would increase the existing homestead exemptions:(I)HJR 7015 would increase the exemption on homestead property from a maximum amount of $25.000 to a maximum amount of $50.000.for homestead property with an assessed value greater than $50.000.and (2)HJR 7017 would require an annual adjustment for inflation to the value of current or future homestead exemptions that apply to levies. except school taxes.If passed,HJR 7015 and HJ R 7017 would be considered by the electorate at the next general election in November 2024.and take effect January I.2025.The State Constitution requires 60%voter approval for passage of a proposed constitutional amendment. The City cannot predict whether HJR 7015 and HJR 7017 will be approved by the voters.[To be updated after close legislative session] Future Amendments Relating to Ad Valorem Taxation.Historically.various legislative proposals and constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature.Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases in assessed valuation of certain types of property or otherwise restricted the ability of local governments in the State to levy ad valorem taxes at current levels.There can be no assurance that similar or additional legislative or other proposals will not be introduced or enacted in the future that would have a material adverse effect 26 upon the collection of ad valorem taxes by the City.the City 's finances in general or the City 's ad valorem taxing power. INVESTMENT POLI CY The City adopted a detailed written investment pol icy on September 4.200 I.which has been amended from time to time.The City's current investment policy is effective as of October 28.2021 (the "Investment Policy ).The Investment Policy was adopted in compliance with Section 218.415.Florida Statutes.as amended.The City Commission establishes the overall investment policies and objectives.and has delegated to the Director of Finance.the responsibility of implementing such policies. The Investment Policy applies to all cash and investments held or controlled by the City with the exception of pension funds and funds related to the issuance of debt where there are other existing policies or indentures in effect for such funds and funds held by State agencies (e.g ..the Department of Revenue). The objectives of the Investment Policy are:(i)safety of principal.(2)maintenance of liquidity and (3)return on investment.with safety of principal being expressly stated as the foremost objective and return on investment the least important of the three (3)objectives.The City may engage an investment advisor to assist in managing the City's investment portfolio.Such investment advisor must be registered under the Investment Advisors Act of 1940. The Investment Policy provides a list of the types of securities in which the City 's funds may be invested.with I imitations provided for certain categories of investment and for each type of security listed.including limitations as to maximum allowable percentages.minimum rating requirements and maximum maturities.After the Director of Finance or the City's investment advisor have determined the approximate maturity date based on cash flow needs and market conditions.and has analyzed and selected one or more optimal types of investments.in accordance with the authorizations and limitations set forth in the Investment Policy.all investment transactions shall be subject to competitive bid.either electronically or manually.and a minimum of three (3)qua Ii fied banks and/or approved broker/dealers must be contacted and asked to provide bids/offers on the securities in question.Bids will be held in confidence until the bid deemed to best meet the investment objectives is determined and selected. The Investment Policy also provides a list of investments which are not permitted.The City is not permitted to invest in derivative products or reverse repurchase agreements.A "derivative" is any financial instrument in which the value of that financial instrument or security is dependent on another security.an underlying security.or an index.The City can invest in Florida PRIME (a State administered investment pool).intergovernmental investment pools.and authorized money market mutual funds provided such funds do not contain derivatives. The Investment Policy may be modified from time to time by the City Commission. 27 PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFITS General The City has three single-employer defined-benefit pension plans covering substantially all full-time City employees:(I)the General Employees'Pension Fund ("GEPF").(2)the Delray Beach Police Officers'Retirement System ("PORS")and (3)the Delray Beach Firefighters' Retirement System (""FFRS ..).The GEPF is for employees who have completed one year of credited service.excluding the City Commission.City Manager (and assistants).City Attorney (and assistants)and department heads if they elect not to participate.The PORS covers all police officers and the FFRS covers all firefighters.Each plan is administered by an independent board of trustees and is accounted for by the City as a separate fund.The costs of administering the plans are financed by the plans·respective investment earnings.Actuarial reports are prepared annually for each plan. The City of Delray Beach Police and Firefighters'Retirement System (the "Legacy Plan") was originally established in 1974 by the City of Delray Beach to provide pension benefits to all full-time City police officers and firefighters.Effective October I.2016.the City Commission adopted City Ordinance No.17-16.which provided for the establishment of separate retirement systems for the City's police officers and firefighters.a new board of trustees for each retirement system and changes to the retirement benefits of police officers and firefighters.Accordingly. during the fiscal year ended September 30.2017.the assets of the Legacy Plan were allocated to the respective new PORS and FFRS based on an actuarial impact statement dated September 6. 2016 that utilized the ratio of the present value of accrued benefits for each of the police officer and firefighter members (and beneficiaries of such members.if applicable)to the total present value of accrued benefits.The allocation method resulted in an allocation of 47.431 %of the Legacy Plan assets to the new PORS and 52.569%of the Legacy Plan assets to the new FFRS. The allocation percentages were not applied to the Excess State Monies Reserves and DROP that were allocated to the new plans based on the actual reserves and balances held for the respective groups.At September 30.2017.all Legacy Plan assets were fully allocated and operation of the Legacy Plan as a City retirement plan was discontinued. General Employees'Pension Fund 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 Chapter 35.See.35.085-35.110 and are summarized in the City's Annual Comprehensive Financial Report for Fiscal Year Ended September 30.2023.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 (I 0%)after each additional year.up to one hundred (I 00%)at ten years.Normal retirement eligibility changed effective October 5.20 I 0.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 5.20 I 0.Normal retirement eligibility for employees hired after October 5.20 I 0.is age 65 with ten years of service. 28 Employees with ten 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 40 I (a)plan.After a maximum of 60 months.the employee must terminate employment with the City.The balance of amounts held pursuant to DROP was$[]at September 30.2023. Contributions to the GEPF is a combination of employee contributions and City contributions.Effective October 5.20 I 0.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 GEPF. Police Officers'Retirement System The benefit provisions and all other requirements of PORS are established by ordinance of the City which is codified in the City 's Code of Ordinances at Chapter 33.See.33.59-33.72 and are summarized in Note I2 to the City's Annual Comprehensive Financial Report for Fiscal Year Ended September 30.2023.which is attached hereto as APPENDIX B. Under the vesting provisions of the PORS.police officers are entitled to one hundred percent (I 00%)of normal retirement benefits after ten (I 0)years of service.Police officers hired on or before July 7.2015 are eligible to retire at the earlier of twenty (20)years of service. regard less of age.or at age fifty -five (55).with ten (I 0)years of service.Pol ice officers hired after July 7.2015 are eligible to retire at the earlier of twenty-five (25)years of service.regardless of age,or at age fifty-five (55).with ten (10)years of service. The annual retirement benefit for police officers is based on the date of hire. (A)Police Officers hired on or before July 7.2015 with 20 or more years of service on July 7.2015.receive 3.5%(if the enhanced multiplier is elected or 3.0%if it is not elected)times the police officers·average final compensation for all credited service (subject to a maximum benefit equal to 87.5%of average final compensation). (B)Police officers hired on or before July 7.2015.and retiring with:(I)more than 20 years of service receive 3.5%(if the enhanced multiplier is elected or 3.0%if it is not elected)times the police officer s average final compensation for all credited service prior to July 7.2015 plus 3.0%times the police officer's average final compensation times all credited service after July 6.2015:(2)less than 20 years of service receive 2.5%times the police officer's average final compensation times all years of credited service prior to July 7.2015 plus 3.0%times the police officer's average final 29 compensation times all years of credited service after July 6.2015 (subject to a maximum annual benefit of $108.000 but in no event less than 2.0%times average final compensation for each year of service). (C)Police officers hired after July 7.2015 receive 2.75%times the police officer's average final compensation times all years of credited service (subject to a maximum annual benefit of $108.000 and further subject to a maximum of 68.75%of their average final compensation (but in no event less than 2%times average final compensation for each year of service). (D)Police officers hired after April 9.2013 may not elect the enhanced multiplier. Police officers who have met normal retirement eligibility have the option of entering the DROP.Each participant of the PORS in the DROP.will continue employment with the City.but will cease accruing a pension benefit under the plan.and the monthly benefit as of the election date will be directed to a self-administered 40 I (a)plan.After a maximum of 60 months,the employee must terminate employment with the City.The balance of amounts held pursuant to DROP was$[]at September 30.2023. Contributions to the PORS are a combination of employee contributions.City contributions and State appropriations.Police officers are required to contribute 9.0%of annual compensation. If a police officer leaves covered employment or dies prior to vesting.contributions are refunded to the police officer or designated beneficiary with interest.Pursuant to Chapter 185.Florida Statutes.a premium tax on certain casualty insurance contracts written on properties within the City is collected by the State and remitted to the City annually as an on-behalf payment for the PORS.Chapter 185 tax monies up to $(606.595]annually will be used to offset the City 's contributions.City contributions are based upon actuarially determined amounts which.together with earnings.employee and State contributions.are sufficient to fund the PORS plan. Firefighters'Retirement System The benefit provisions and all other requirements of the FFRS are established by ordinance of the City which is codified in the City 's Code of Ordinances at Chapter 33.Sec.33.73-33.92 and are summarized in Note 12 to the City 's Annual Comprehensive Financial Report for Fiscal Year Ended September 30.2023.which is attached hereto as APPENDIX B. Under the vesting provisions of the FFRS.firefighters are entitled to one hundred percent (I 00%)of normal retirement benefits after ten (I 0)years of service.Firefighters hired on or before October 4.2016 are eligible to retire at the earlier of twenty (20)years of service.regardless of age.or at age fifty-five (55).with ten (I 0)years of service.Firefighters hired after October 4.2016 are eligible to retire at the earlier of twenty-five (25)years of service.regardless of age.or at age fifty-five (55).with ten (10)years of service The annual retirement benefit for police officers is based on the date of hire. (A)Firefighters hired on or before October 4.2016 with 20 or more years of service on October 4.2016.receive 3.5%(if the enhanced multiplier is elected or 3.0%if it is not 30 elected)times the firefighter's average final compensation for all credited service (subject to a maximum benefit equal to 87.5%of average final compensation). (B)Firefighters hired on or before October 4.2016 with less than 20 years of service on October 4.2016,and retiring with:(I)more than 20 years of service at retirement receive 3.5%(if the enhanced multiplier is elected or 3.0%if it is not elected)times the firefighter's average final compensation for all credited service prior to October 4. 2016 plus 3.0%times the firefighter"s average final compensation times all years of credited service after October 4.2016 (subject to a maximum annual benefit of $100.000.but not less than 2.0%times average final compensation for each year of credited service):(2)less than 20 years of service at retirement receive 2.5%times the firefighter's average final compensation times all years of credited service prior to October 4.2016 plus 3.0%times the firefighter's average final compensation times all years of credited service after October 4.2016 (subject to a maximum annual benefit of $100.000.but not less than 2.0%times average final compensation for each year of credited service). (C)Firefighters hired after October 4.2016 receive 2.75%times the firefighter"s average final compensation times all years of credited service (subject to a maximum annual benefit of $100.000.but not less than 2.0%times average final compensation for each year of credited service). (D)Firefighters hired after April 9.2013 may not elect the enhanced multiplier. Firefighters who have met normal retirement eligibility have the option of entering the DROP.Each participant of the FFRS in the DROP.will continue employment with the City.but will cease accruing a pension benefit under the plan.and the monthly benefit as of the election date will be directed to a self-administered 40 I (a)plan.After a maximum of 60 months.the employee must terminate employment with the City.The balance of amounts held pursuant to DROP was$[]at September 30.2023. Contributions to the FFRS are a combination of employee contributions.City contributions and State appropriations.Police officers are required to contribute 9.0%of annual compensation. If a pol ice officer leaves covered employment or dies prior to vesting.contributions are refunded to the police officer or designated beneficiary with interest.Pursuant to Chapter 175.Florida Statutes.a premium tax on certain casualty insurance contracts written on properties within the City is collected by the State and remitted to the City annually as an on-behalf payment for the FFRS.Chapter 175 tax monies up to $[1.206.994)annually will be used to offset the City's contributions.City contributions are based upon actuarially determined amounts which.together with earnings.employee and State contributions,are sufficient to fund the FFRS plan. The components of the net pension liability (asset)for the City's pension plans as of September 30.2023 are shown in the following table: Net Pension Liability 31 Fiscal Year Total pension liability Less Plan fiduciary net position Net pension liability (asset) Plan fiduciary net position as a percentage of the total pension liability General Employees' Pension Plan $ Police Officers'Retirement System $ Firefighters' Retirement System $ (I)For the Police Officers·Retirement System.the Plan fiduciary net position above does not agree to the Plan fiduciary net position presented in the statement of fiduciary net position as of September 30.2023.The difference of$[]was caused by an adjustment that was made after the actuary finalized the Plan 's GASB Statement No.67 report. For the Fiscal Year ended September 30.2023.the City recognized pension expense of approximately $[_].$[]and $[]for the General Employees' Pension Plan.the Police Officers'Retirement System and the Firefighters'Retirement System. respectively.For the Fiscal Year ended September 30.2022.the City recognized pension expense of approximately $3.900.574.$12.557.330 and $11.761.030 for the General Employees·Pension Plan.the Police Officers'Retirement System and the Firefighters'Retirement System. respectively. Membership.actuarial method and significant assumptions concerning the GEPF.the PORS and the FFRS may be found under Note 12 to the City 's Comprehensive Annual Financial Report for Fiscal Year Ended September 30.2023.which is attached hereto as APPENDIX B. O ther Post-Em ployment Benefits G enera l Of the total compensation offered to attract and retain qualified employees.some benefits. such as salaries and active employee health care.are distributed while the employees are in active service.Other elements of the compensation package are distributed after retirement from active service.when the employees·active service has ended.Many state and local governments. including the City.provide retirees with retirement benefits and separate other post-employment benefits such as medical and nominal life insurance. G eneral Em ployees O PEB The City administers a single-employer defined other post-employment benefits plan (the City OPEB Plan")that provides medical and life insurance benefits to eligible retired employees and their beneficiaries.The City Commission has the authority to establish and amend premiums for and the benefit provisions of the City OPEB Plan.The City OPEB Plan is financed on a "pay- as-you-go··basis and is not administered as a formal qualifying trust.The City OPEB Plan does not issue a publicly available financial report. 32 In accordance with Section 112.080 I.Florida Statutes.the City allows retirees to buy healthcare coverage at the same group insurance rates as current employees.resulting in an implicit healthcare benefit.City OPEB Plan members receiving benefits contribute I 00%of the monthly premiums ranging from a minimum of$329 for single coverage to a maximum of$l .858 for family coverage. Police,Firefighters &Paramedics OPEB The Delray Beach Police.Firefighters &Paramedics Retiree Benefit Fund (the "Retiree Benefit Fund")is a single-employer defined benefit plan established for the purpose of providing full or partial reimbursement for health insurance premiums or other qualified benefits permitted under Section 50 I (c)(9)of the Internal Revenue Code.The Retiree Benefit Fund was established pursuant to collective bargaining agreements between the City and the Professional Firefighters & Paramedics of Delray Beach.Local 1842.IAFF and the Police Benevolent Association (PBA).A trust was created on May 14.2002 and is administered by a separate board of trustees consisting of seven individuals.including the President of the Local 1842.IAFF.five union representatives (three PBA.two Local 1842.IAFF)and a non-bargaining unit active firefighter elected by non- bargaining unit participants.The City is neither the trustee nor the administrator of the Retiree Benefit Fund.Since the City does not control.have access to or hold any assets of the trust and has no reversionary rights in the assets of the trust.the Retiree Benefit Fund is not reported as a fiduciary fund of the City.The Retiree Benefit Fund does not issue a publicly available financial report. Participants in the Retiree Benefit Fund include persons employed by the City of Delray Beach Fire Rescue Department as certified firefighters or paramedics on or after October I.200 I: persons employed by the City of Delray Beach Police Department as certified law enforcement officers on or after October I.2004:and.certain Police and Fire Rescue department employees for whom contributions were made for each year since October I.200 I.regardless of the employee's certification as a firefighter.paramedic or law enforcement officer.Participants are eligible for benefits on or after the first day of the month following the date of their retirement from the City.The Retiree Benefit Fund currently does not require contributions from participants. The obligation of the City to fund the Retiree Benefit Fund is established by the applicable collective bargaining agreements in effect between the City and the unions.The Retiree Benefit Fund provides for a minimum annual benefit 0f$3.900 for covered employees that are not certified as firefighters.paramedics or law enforcement officers.For certified firefighters.paramedics and law enforcement officers.the Retiree Benefit Fund provides for an annual benefit of $5.200 reduced 3%per year for service less than 25 years.and increased 3%per year for service greater than 25 years. The membership in the City"s OPEB Plan and the Retiree Benefit Fund as of [October I. 2022 and September 30.2023].respectively.which are the dates of the most recent actuarial valuations.is summarized in the following table. OPEB Plan Membership City OPEB Plan Inactive employees or beneficiaries receiving benefit payments: 33 Retiree Benefit Plan Inactive employees entitled to but not yet receiving benefit payments Active employees Total Members Source:City of Delray Beach.Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30.2023. The City's total Other Post-Employment Benefits (OPEB )liability.deferred outflows/inflows of resources related to OPEB and OPEB expense for City 's OPEB Plan and the Retiree Benefit Fund as of [September 30.2023].is summarized in the following table: T otal O P E B L iab ili ty Net OPEB liability Deferred outflows of resources Deferred inflows of resources OPEB expense Cit OPEB Plan $ $ Retiree Benefit Plan $ $ $ $ Total Source:City of Delray Beach,Florida Annual Comprehensive Financial Report for the Fiscal Year Ended September 30,2023. As of September 30.2023.the City s total OPEB liability was$[].for the City OPEB Plan and the Retiree Benefit Plan.as determined by actuarial valuations as of [October 1. 2022 and September 30,2023.respectively].For the fiscal year ended September 30.2023.the City recognized OPEB expense of$[]and$[]for the City OPEB Plan and the Retiree Benefit Fund.respectively. C E R T A IN IN V E ST M E N T C O N S ID E RA TI O N S The purchase of the Series 2024 Bonds involves a degree of risk,as is the case with al 1 investments.Factors that could affect the market price of the Series 2024 Bonds or the City's ability to perform its obligations under the Bond Resolution.including the timely payment of principal of and interest on the Series 2024 Bonds.include.but are not limited to.the following: C lim ate C han ge The State of Florida is naturally susceptible to the effects of extreme weather events and natural disasters including floods.droughts.and hurricanes.which could result in negative economic impacts on communities including the City.Such effects can be exacerbated by a longer-term shift in the climate over several decades (commonly referred to as climate change. 34 generally discussed in paragraph 5 below).including increasing global temperatures and rising sea levels.The occurrence of such extreme weather events could damage local infrastructure that provides essential services to the City.The economic impacts resulting from such extreme weather events could include a loss of revenue.interruption of service.and escalated recovery costs. Numerous scientific studies on climate change show that.among other effects on the global ecosystem,sea levels may rise.extreme temperatures may become more common.and extreme weather events may become more frequent as a result of increasing global temperatures attributable to atmospheric pollution.Sea levels may continue to rise in the future due to the increasing temperature of the oceans causing thermal expansion and growing ocean volume from glaciers and ice caps melting into the ocean.Coastal areas like the City are at risk of substantial flood damage over time.affecting private development and public infrastructure.including roads. utilities.emergency services.schools.and parks.If this were to happen.the City could lose considerable tax revenues and many residents.businesses.and governmental operations along the waterfront could be displaced.and the City could be required to mitigate these effects at a potentially material cost.The City is unable to predict whether sea level rise or other impacts of climate change will occur.when they may occur.and if any such events occur,whether they will have a material adverse effect on the business operations or financial condition of the City. Additionally,climate change concerns have led,and may continue to lead,to new laws and regulations at the federal and state levels (including but not limited to air,water.hazardous substances and waste regulations)that could have a material adverse effect on the operations and/or financial condition of the City. The City 's Office of Sustainability and Resilience (0SAR)seeks to reduce the City 's carbon footprint.promote the conservation and efficient use of resources and to implement resilience measures to help ensure a vibrant future for the City.To meet its sustainability goals. OSAR promotes initiatives that increase the quality of life for both the community and environment.Areas of focus include environmental education and awareness,reducing energy. water and waste.sustainable development.environmental justice.and habitat enhancement. Resilient efforts include a broad range of actions and planning efforts.which will better prepare the City to handle the effects of climate change.including heavier rainfall events.stronger tropical storms.and higher sea levels.In everyday life in South Florida.the terms sustainability and resilience have direct application and often overlap.as many sustainable practices make for a more resilient community.Sustainability and resilience are important concepts in addressing the challenges related to climate change;the reduced consumption and reduced carbon emissions associated with sustainable activities.may help to moderate the impacts that will occur due to climate change.As climate change is a scientifically proven fact.resilience measures must be taken to protect and mitigate the impacts from climate change that our community will encounter. The City's coastal neighborhoods and vibrant downtown economy are key assets.and features that will be increasingly challenged as the community confronts the various impacts of climate change.Managing,mitigating.and preparing for the interrelated hydrological issues caused by sea level rise.intense rain events.tropical storms.coastal and inland flooding.storm surge and saltwater intrusion are critical to maintaining the quality of life that undergrids the City's success. 35 In 20 I 4,the City Commission tasked the Rising Water Task Force.a citizen-lead group of local environmental experts and concerned residents to assess the City"s challenges with respect to hydrological climate change impacts and make recommendations to advance resilience.The task force published its report in April 2017 and was presented to City Commission in June 2017. Several of the report's recommendations have since been advanced. In 2019.the City's Public Works Department completed a comprehensive update to its Storm water Master Plan,identifying drainage basins that will be impacted by intermittent flooding and capital improvement projects needed over the long term horizon to address flooding issues. The Public Works Department also completed a Seawall Vulnerability Assessment that identified the height and condition of both public and privately-owned seawalls within the City boundaries. The City is actively engaged in climate mitigation and adaptation discussions with partners statewide and nationally.The City 's Sustainability Office is part of the Palm Beach County Coastal Resilience Partnership ("CRP).a collaboration among nine (9)coastal jurisdictions collectively developing a community vulnerability assessment.The CRP's initial work has been funded with a small Florida Department of Environmental Protection grant,and the community vulnerability assessment [should be underway in late 2019].[Please provide an update on the CRP assessment]. The City is an active member of Resiliency Florida and the Washington-based American Flood Coalition The City is committed to doing its part to reduce GHG emissions.In 2017.Delray Beach joined the Climate Mayors·pledge to uphold the tenets of the Paris Climate agreement.and supported the Sierra Club ·s Ready for I 00 Campaign for a transition to I 00%clean and renewable energy.To help meet these goals.the City [will be engaging in][recently completed]a Green House Gas Inventory.to better assess how much emission can be attributed to the City and its operations. The City's Sustainability Officer and OSAR work with multiple City departments and the public to implement projects and educate residents,as well as staff on sustainability practices.The City continues to actively work towards greater levels of energy conservation.efficiency and production,through improvements to its transportation infrastructure.aggressive management of the water supply and waste water.recycling expansion effort.and planting more trees that sequester carbon. C yb ersecu rity Computer networks and systems used for data transmission and collection are vital to the efficient operations of the City.City systems provide support to departmental operations and constituent services by collecting and storing sensitive data.including intellectual property. security information.proprietary business process information.information applying to suppliers and business partners,and personally identifiable information of customers.constituents and employees.The secure processing.maintenance and transmission of this information is critical to department operations and the provision of citizen services.Increasingly,governmental entities are being targeted by cyberattacks (including.but not limited to.hacking.viruses,malware and other attacks on computers and other sensitive digital networks and systems)seeking to obtain confidential data or disrupt critical services.A rapidly changing cyber risk landscape may 36 introduce new vulnerabilities and avenues that attackers/hackers can exploit in attempts to cause breaches or service disruptions.Employee error and/or malfeasance may also contribute to data loss or other system disruptions.Additionally.the City s computer networks and systems routinely interface and rely on third party systems that are also subject to the risks previously described. Any such breach could compromise networks and the confidentiality.integrity and availability of systems and the information stored there.The City's Information Technology Department manages existing and emerging technologies and monitors and protects electronic assets and sensitive data stored on and transmitted through the City 's networks and servers in support of City government operations and public services. The City 's Information Technology Department is also responsible for data processing. output distribution.security.data integrity.e-mail.e-government.internet usage.business process automation,hardware and software acquisition and maintenance.LAN administration.system security.virus protection,systems analysis and design plus disaster recovery.The City's Information Technology Department continuously updates its plans to accommodate changes to the existing infrastructure based on trends and issues within the industry.business objectives.and growth.The City has adopted a written administrative policy and procedural manual.including a formal.Security.Education.Training,and Awareness ("SETA")program.The SETA program requires all users to be proficient in understanding security policies.procedures.and technical security controls.The policy promotes continuous employee training around data security and privacy education.The City utilizes KnowBe4 for Phishing Campaigns and Security Training. Additionally.the City relies on.among other protections.a combination of industry leading diligent firewall monitoring.network access controls.intrusion detection.vulnerability management.encryption.proactive security evaluation of new software prior to launching them on the City's networks and servers,and annual eybersecurity training for City employees. Cybersecurity protocols are reviewed by the City frequently to stay abreast of emerging and effective procedures and measures.Despite the City's efforts in this area,no assurances can be given that any cyberattacks.if successful.will not have a material adverse effect on the operations or financial condition of the City. [Has the City experienced any cybersecurity incidents in the last five years?] While City cybersecurity and operational safeguards are periodically tested.no assurances can be given that such measures will continue to protect against all cybersecurity threats or attacks. Cybersecurity breaches could damage or compromise the City's computer network and the confidentiality.integrity.or availability of the City's computer system or information.The potential disruption,access,modification.disclosure or destruction of information could result in the interruption of City commerce.the initiation of legal claims or proceedings.liability under laws that protect the privacy of personal information.regulatory penalties.and the loss of confidence in City functions.which could adversely affect City revenues or cause a material disruption in the City 's operations or the appropriate provision of City services.[The costs of remedying any such damage or protecting against future attacks could be substantial and in excess of the maximum amount of the City's cyber risk insurance policy.][Does the City maintain cyber risk insurance policy?]Further.the litigation to which the City could be exposed following a cybersecurity breach could be significant.which could cause the City to incur material costs related to such legal claims or proceedings. 37 Infectious Disease Outbreak The outbreak of the COVID-I9 pandemic in March 2020.along with various governmental measures taken to protect public health in light of the pandemic.generally had a disruptive financial impact on global financial markets and economies.including financial markets and economic conditions in the United States.The impact of the COVID-I9 pandemic on the U.S. economy has been broad based and has negatively impacted national.state and local economies. including fueling inflation and supply chain issues. COVID-I9 was considered a Public Health Emergency of International Concern by the World Health Organization.This led to quarantine and other "social distancing"measures throughout the United States.These measures included recommendations and warnings to limit non-essential travel and promote telecommuting.The Governor has made public statements indicating the State will not shut down as it did in 2020 as a result of COVID-I9.There can be no guarantee that State and/or local shut downs or closures similar to those implemented in 2020 will not happen in the future.Although many of the effects of COVID-I9 were temporary.the pandemic altered the behavior of businesses and people in a manner that continues to affect global and local economies.including.without limitation.the supply of certain goods and services.labor issues and inflation.In addition.while the foregoing describes certain effects related to the COYID-I9 pandemic,similar effects could result from an outbreak of some other contagious disease.epidemic or pandemic.No assurance can be given that the changes produced by the outbreak of COVID-I9.if the negative impact continued.would not materially adversely affect State and local government finances.including those of the City. The City received approximately ${]of Coronavirus Aid.Relief.and Economic Security Aet ("CARES Act)monies in reimbursement of COVID-I9 related expenditures.In addition.pursuant to the American Rescue Plan Act of 2021 (ARPA").the City received approximately S[]to address revenue shortfalls attributable to COVID-I9.ARPA funds were used to cover revenue shortfalls caused by the impacts ifCOVID-I9 and COVID-I9 related shortfalls through the Fiscal Year ended September 30.2022. The City 's Total Taxable Assessed Value did not decline during the COVID-I9 pandemic. increasing [_]%from $[]in Fiscal Year 2019 to $10.415.841.453 in Fiscal Year 2023. The City"s Fiscal Year 2023 financial statements reflect $[]of unrestricted reserves for governmental activities and $[]for business-type activities. Prospective purchasers of the Series 2024 Bonds should review carefully all of the provisions of the Bond Resolution.See APPENDIX C -"COPY OF THE BOND RESOLUTION" attached hereto. LITIGATION [TO BE CONFIRMED BY THE CITY ATTORNEY! There is no litigation or controversy of any nature now pending or threatened to restrain or enjoin the issuance.sale.execution or delivery of the Series 2024 Bonds or in any way contesting the validity of the Series 2024 Bonds or any proceedings of the City taken with respect to the 38 authorization.sale or issuance of the Series 2024 Bonds or the pledge or application of the moneys provided for the payment of the Series 2024 Bonds which.if successful.would materially financially affect the City. The City is a party to other routine litigation.claims and various legal proceedings including.but not limited to,developer related land use and inverse condemnation claims. Individually these are not expected to have a material adverse effect on the City's operations or financial condition.but may.in the aggregate.have a material impact thereon.In the opinion of the City Attorney.however.the City will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences on the financial condition of the City or the City s ability to make payments on the Series 2024 Bonds. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 5 17.05 I.Florida Statutes.as amended.no person may directly or indirectly offer or sell securities of the county except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31,1975. as provided by rule of the Florida Department of Banking and Finance (the "Department). Pursuant to the Florida Administrative Code.the Department has required the disclosure of the amounts and types of defaults,any legal proceedings resulting from such defaults.whether a trustee or receiver has been appointed over the assets of the county.and certain additional financial information.unless the county believes in good faith that such information would not be considered material by a reasonable investor.The City is not and has not been in default on any bond issued since December 31.1975 which it believes would be considered material by a reasonable investor of the Series 2024 Bonds. LEGA L MATTER S Certain legal matters in connection with the authorization.issuance and sale of the Series 2024 Bonds are subject to the approval of Greenberg Traurig.P.A ..West Palm Beach.Florida. Bond Counsel.whose form of approving opinion is attached hereto as APPENDIX D.Certain legal matters will be passed upon for the City by Lynn Gelin.Esquire.City Attorney.and by Greenberg Traurig.P.A..West Palm Beach.Florida.Disclosure Counsel to the City. The legal opinions of Bond Counsel.Disclosure Counsel and the Office of the City Attorney are based on existing law,which is subject to change.Such legal opinions are further based on factual representations made to Bond Counsel.Disclosure Counsel and the Office of the City Attorney as of the date thereof.Bond Counsel.Disclosure Counsel and the Office of the City Attorney assume no duty to update or supplement their respective opinions to reflect any facts or circumstances.including changes in law.that may thereafter occur or become effective. The legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds express the professional judgment of the attorneys rendering the opinions regarding the legal issues expressly addressed therein.By rendering a legal opinion.the opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional judgment.of the transaction on which the opinion is rendered.or of the future performance of parties to the 39 transaction.Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. Bond Counsel's opinion included herein is based on existing law.which is subject to change.Such opinion is further based on factual representations made to Bond Counsel as of the date hereof.Bond Counsel assumes no duty to update or supplement its opinion 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 become effective.Moreover,Bond Counsel s opinion is not a guarantee of a particular result.and is not binding on the Internal Revenue Service or the courts;rather.such opinion represents 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 op1nton. TAX MATTERS General The Internal Revenue Code of 1986.as amended (the "Code").includes requirements which the City must continue to meet after the issuance of the Series 2024 Bonds in order that the interest on the Series 2024 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 Series 2024 Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2024 Bonds.The City has covenanted in the Bond Resolution 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 Series 2024 Bonds. In the opinion of Greenberg Traurig.P.A ..Bond Counsel.assuming the accuracy of certain representations and certifications of the City.and continuing compliance by the City with the tax covenants referred to above.under existing statutes.regulations.rulings and court decisions.the interest on the Series 2024 Bonds is excludable from gross income of the holders thereof for federal income tax purposes and.further,interest on the Series 2024 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals.In the case of the alternative minimum tax imposed by Section 55(b)(2)of the Code on applicable corporations (as defined in Section 59(k)of the Code).interest on the Series 2024 Bonds is not excluded from the determination of adjusted financial statement income.Bond Counsel is further of the opinion that the Series 2024 Bonds and the interest thereon are not subject to taxation under the laws of the State.except as to estate taxes and taxes under Chapter 220.Florida Statutes,on interest.income or profits on debt obi igations owned by corporations as defined in said Chapter 220.Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2024 Bonds. Prospective purchasers of the Series 2024 Bonds should consult their own tax advisors as to the status of interest on the Series 2024 Bonds under the tax laws of any state other than the State. The above opinion on federal tax matters with respect to the Series 2024 Bonds will be based on and will assume the accuracy of certain representations and certifications of the City.and compliance with certain covenants of the City to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing.including that the Series 2024 Bonds will 40 be and will remain obligations.the interest on which is excludable from gross income for federal income tax purposes.Bond Counsel will not independently verify the accuracy of those certifications and representations.Bond Counsel will express no opinion as to any other consequences regarding the Series 2024 Bonds. Except as described above.Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Series 2024 Bonds.or the ownership or disposition of the Series 2024 Bonds.Prospective purchasers of Bonds should be aware that the ownership of Bonds may result in other collateral federal tax consequences.including (i)the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2024 Bonds.(ii)the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items,including the interest on the Series 2024 Bonds.(iii)the inclusion of the interest on the Series 2024 Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax.(iv)the inclusion of the interest on the Series 2024 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 (v)the inclusion of interest on the Series 2024 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 Series 2024 Bonds.Prospective purchasers of the Series 2024 Bonds should consult their own tax advisors as to the impact of these other tax consequences. Bond Counsel's opinion is based on existing law.which is subject to change.Such opinion is further based on factual representations made to Bond Counsel as of the date of issuance of the Series 2024 Bonds.Bond Counsel assumes no duty to update or supplement its opinion 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 become effective.Moreover.Bond Counsels opinion is not a guarantee of a particular result.and are not binding on the IRS or the courts;rather,such opinion represents 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 and Premium Certain of the Series 2024 Bonds (..Discount Bonds ..)may be offered and sold to the public at an original issue discount ("OID).OID is the excess of the stated redemption price at maturity (the principal amount)over the ..issue price ..of a Discount Bond determined under Code Section 1273 or 1274 (i.e ..for obligations issued for money in a public offering,the initial offering price to the public (other than to bond houses and brokers)at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering).For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method.compounded semiannually (or over a shorter permitted compounding interval selected by the owner).The portion of OID that accrues during the period of ownership of a Discount Bond (i)is interest excludable from the owner's gross income for federal income tax purposes to the same extent.and subject to the same considerations discussed above.as other interest on the Series 2024 Bonds.and (ii)is added to the owner's tax basis for purposes of 41 determining gain or loss on the maturity.redemption.prior sale or other disposition of that Discount Bond. Certain of the Series 2024 Bonds ("Premium Bonds")may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount)at maturity (or earlier for certain Premium Bonds callable prior to maturity ).That excess constitutes bond premium.For federal income tax purposes.bond premium is amortized over the period to maturity of a Premium Bond.based on the yield to maturity of that Premium Bond (or.in the case of a Premium Bond callable prior to its stated maturity.the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond).compounded semiannually (or over a shorter permitted compounding interval selected by the owner).No portion of that bond premium is deductible by the owner of a Premium Bond.For purposes of determining the owner's gain or loss on the sale.redemption (including redemption at maturity)or other disposition of a Premium Bond.the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership.As a result. an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond. Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences,and the treatment of OID and bond premium for purposes of state and local taxes on,or based on,income. Changes in Federal and State Tax Law From time to time.there are legislative proposals suggested.debated.introduced or pending in Congress or in the State legislature that.if enacted into law.could alter or amend one (I)or more of the federal tax matters.or state tax matters.respectively.described above including. without limitation.the excludability from gross income of interest on the Series 2024 Bonds. adversely affect the market price or marketability of the Series 2024 Bonds.or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon.It cannot be predicted whether or in what form any such proposal may be enacted.or whether.if enacted.any such proposal would affect the Series 2024 Bonds.Prospective purchasers of the Series 2024 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the Series 2024 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 Series 2024 Bonds from gross income for federal income tax purposes.However.in conjunction with that in formation reporting requirement.the Code subjects certain non-corporate owners of Bonds. under certain circumstances.to "backup withholding"at the rates set forth in the Code.with respect to payments on the Series 2024 Bonds and proceeds from the sale of Bonds.Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of 42 Bonds.This withholding generally applies if the owner of Bonds (i)fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN")(ii)furnished the payor an incorrect TIN.(iii)fails to properly report interest,dividends.or other "reportable payments"as defined in the Code.or (iv)under certain circumstances,fai Is to provide the payor or such owner's securities broker with a certified statement.signed under penalty of perjury.that the TIN provided is correct and that such owner is not subject to backup withholding.Prospective purchasers of the Series 2024 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. ENFORCEABILITY OF REMEDIES The remedies available to the Holders of the Series 2024 Bonds upon an event of default under the Bond Resolution 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 and the Bond Resolution may be limited.The various legal opinions to be delivered concurrently with the delivery of the Series 2024 Bonds (including Bond Counsel's approving 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 enacted before 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. RATI N G S S&P Global Ratings.a division of S&P Global Ine.and Moody 's Investors Service have assigned municipal bond ratings of E l outlook)and [.._••](outlook). respectively.to the Series 2024 Bonds.Such ratings reflect the views of the respective rating agencies and an explanation of the significance of such ratings may be obtained only from the rating agencies at the following addresses:S&P Global Ratings.55 Water Street.New York.New York I 0041 and Moody's Investors Service.7 World Trade Center.250 Greenwich St.New York. NY I 0007.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 will not be revised downward or withdrawn entirely by the rating agency concerned.if.in the judgment of such agency, circumstances so warrant.Any such downward revision or withdrawal of such ratings may have an adverse effect upon the market price of the Series 2024 Bonds. CO M PETIT IVE SA LE The Series 2024 Bonds are being purchased at competitive sale by (the Purchaser")at a price equal to S (taking into account [net]original issue [premium][discount]on the Series 2024 Bonds of$S n .The Purchaser's obligations are subject to certain conditions precedent described in the Official Notice of Sale.and the Purchaser will be obligated to purchase all of the Series 2024 Bonds if any Series 2024 Bonds are purchased. 43 CONTINGENT FEES The City has retained Bond Counsel.Disclosure Counsel,and the Financial Advisor with respect to the authorization.sale.execution and delivery of the Series 2024 Bonds.Payment of the fees of Bond Counsel.Disclosure Counsel,and the Financial Advisor and an underwriting discount to the Underwriter are each contingent upon the issuance of the Series 2024 Bonds. C ONTINUING DISCLOSURE 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 Bond Resolution as follows: (I)The City undertakes and agrees to provide to the Municipal Services Rulemaking Board (the "MSRB")through its Electronic Municipal Market Access ("EMMA")and to the State of Florida information depository (herein.the "SID)if and when such a SID is created (i)the City's financial statements generally consistent with the financial statements presented in APPENDIX B to this Official Statement relating to the Series 2024 Bonds.and (ii)update the information in this Official Statement regarding the City's Ad Valorem Taxes set forth in the Official Statement under the heading "AD VALOREM TAXATION"or at the discretion of the City.any other information under such other heading related to the operations of the City.The information referred to in clauses (i)and (ii)is herein collectively referred to as the "Annual Information." (2)The Annual Information described in clause (i)of paragraph (I)above in audited form (for as long as the City provides such financial information in audited form)is expected to be available on or before March 31 of each year for the Fiscal Year ending on the preceding September 30.commencing March 31.2024 for the fiscal year ending on the preceding September 30,2023.The Annual Information referred to in clause (i)of paragraph (I)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.Notwithstanding the foregoing.if the City is not able to deliver audited financial statements by March 31 of any year.such audited financial statements must be provided to the MSRB.through EMMA and the SID.if any.by June I of such year.The City also agrees to provide the Annual Information to each registered owner and Beneficial Owner of the Series 2024 Bonds who request such in formation and pays to the City its costs and reproduction and transmission of such Annual Information.The City agrees to provide to the M SRB.through EMMA and the SID.if any.timely notice of its failure to provide the Annual Information.As long as the City files the unaudited financials by March 31 of any year.if the audited financials are not available.and the audited financial statements by June I of that same year,no notice shall be required to be filed.Such notice shall also indicate the reason for such failure and when the City reasonably expects such Annual Information will be available.Timely notice shall be given within ten (I 0)Business Days of the date of such failure.All filings with EMMA shall be in EMMA Compliant Format. 44 (3)The Annual Information referred to in clause (i)of paragraph (I)above and presented in this Official Statement has been prepared in accordance with governmental accounting standards promulgated by the Government Accounting Standards Board.as in effect from time to time.as such principles are modified by generally accepted accounting principles. promulgated 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. (4)If as authorized by paragraph (6)below.the City's undertaking with respect to paragraph (I)above requires amending.the City undertakes and agrees that the Annual Information described in clause (i)of paragraph (1)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 (3)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. (5)The City undertakes and agrees to provide to the MSRB.through EMMA.and to the SID.if any.within ten (10)Business Days of the occurrence of the events listed below (except as otherwise provided with respect to the event listed in clause (h)).notice of the occurrence of any of the following events with respect to the Series 2024 Bonds.if material or deemed material: (a)principal and interest payment delinquencies; (b)non-payment related defaults.if material: (c)unscheduled draws on any debt service reserve account reflecting financial difficulties: (d)unscheduled draws on credit enhancements reflecting financial difficulties:* (e)substitution of credit or liquidity providers.or their failure to perform: (f)adverse tax opinions.the issuance by the Internal Revenue Service of proposed or final determinations of taxability.Notices of Proposed Issue (IRS Form 570 I TEB)or other material notices or determinations with respect to the tax status of the Series 2024 Bonds.or other material events affecting the tax status of the Series 2024 Bonds: (g)modifications to rights of Bondholders.if material: (h)Series 2024 Bond calls if material.and tender offers; (i)defeasances of the Series 2024 Bonds; Not applicable to the Series 2024 Bonds. 45 j)release.substitution.or sale of property securing repayment of the Series 2024 Bonds.if material: (k)rating changes: (I)any failure on the part of City to comply with its undertaking; (m)bankruptcy.insolvency.receivership or similar event of the City or any other obligated person (which is considered to occur when any of the following occur:the appointment of a receiver.fiscal agent or similar officer for the City or any other obligated person 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 any other obligated person,or if such jurisdiction has been assumed by leaving the existing governmental 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 or any other obligated person): (n)the consummation of a merger.consolidation.or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person. 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: (o)appointment of a successor or additional trustee or the change of name of a trustee.if material: (p)incurrence of a Financial Obligation*of the City or any other obligated person.if material.or agreement to covenants.events of default.remedies.priority rights. or other similar terms of a Financial Obligation of the City or any other obligated person. which affect security holders.if material; (q)default.event of acceleration.termination event.modification of terms.or other similar events under the terms of the Financial Obligation of the City or any other obligated person.which reflect financial difficulties:and (r)any amendment to the accounting principles to be followed by the City in preparing its financial statements.as required by the Bond Resolution. ·Financial Obligation"shall mean a ti)debt obligation:(ii)derivative instrument entered into in connection with. or pledged as security or a source of payment for,an existing or planned debt obligation:;or (iii)a guarantee of i)or (ii).The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. 46 Events described in clauses (a).(f).(i).(k).(b)(m).and (q)shall always be deemed material. Notwithstanding the foregoing.notice of the event described in clause (h)need not be given any earlier than the time notice is required to be given to the registered owners of the Series 2024 Bonds. (6)Notwithstanding any other provision of the Bond Resolution to the contrary regarding amendments or supplements.the City undertakes and agrees to amend and/or supplement its undertaking (including the amendments referred to in paragraph (4)above)only if: (a)the amendment or supplement is made only in connection with a change in circumstances existing at the time the Series 2024 Bonds were originally issued that arises from (i)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 collection of its Ad Valorem Taxes: (b)the City's undertaking.as amended.would have complied with the requirements of the Rule at the time the Series 2024 Bonds were originally issued after taking into account any amendments or interpretations of the Rule.as well as any change in circumstances:and (c)the amendment or supplement does not materially impair the interests of the registered owners and Beneficial Owners of the Series 2024 Bonds as determined by Bond Counsel or by a majority of the registered owners of the Series 2024 Bonds. In the event of an amendment or supplement under the Bond Resolution.the City shall describe the same in the next report of Annual Information and shall include.as applicable.a narrative explanation of the reason for the amendment or supplement and its impact.if any.on the financial information and operating data being presented in the Annual Information. (7)City's undertaking set forth in the Bond Resolution shall terminate if and when the Series 2024 Bonds are paid or deemed paid. (8)The City acknowledges that its undertaking pursuant to the Rule set forth in the Bond Resolution is intended to be for the benefit of the registered holders and Beneficial Owners of the Series 2024 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 undertaking 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 Series 2024 Bonds under the Bond Resolution. (9)The City reserves the right to satisfy its obligations under the Bond Resolution through agents;and the City may appoint such agents without the necessity of amending the Bond Resolution.The City may also appoint one or more employees of the City to monitor and be responsible for the City's undertaking hereunder. 47 Within the last five (5)years the City has complied in all material respects with its previous undertakings made with respect to the Rule and is currently in compliance in all material respects with such undertakings.Any failure to comply with the provisions of the Continuing Disclosure Commitment shal I not constitute a default under the Bond Resolution and any failure of the City to comply with its previous continuing disclosure undertakings are not defaults under the authorizing resolutions or continuing disclosure commitments pursuant to which prior continuing disclosure undertakings were created. In order to provide certain continuing disclosure with respect to the Series 2024 Bonds in accordance with the Rule,the City will retain the services of Digital Assurance Certification. L.L.C.("DAC)to serve as Dissemination Agent pursuant to the City's Continuing Disclosure Commitment.The obligation of DAC to deliver information at the times and with the contents described in the Continuing Disclosure Commitment is limited by.and in all respects subject to. the receipt by DAC of such information from the City in the time periods required for its delivery. FIN ANCIAL STATEMENTS The City's Annual Comprehensive Financial Report for the Fiscal Year ended September 30.2023 and the report of the Independent Certified Public Accountants related thereto are attached hereto as APPENDIX B.Such financial statements.including the auditor's report.have been included in this Official Statement as public documents and consent from the City s auditor was not requested. FIN A N C IA L A D V IS O R The City has retained PFM Financial Advisors LLC.Orlando.Florida.as Financial Advisor in connection with the City"s financing plans and with respect to the authorization and issuance of the Series 2024 Bonds.The Financial Advisor is not obligated to undertake and has not undertaken to independently verify or to assume responsibility for the accuracy.completeness.or fairness of the information contained in this Official Statement.PFM Financial Advisors LLC is an independent advisory firm and is not engaged in the business of underwriting.trading or distributing municipal or other public securities. M IS C E L L A N E O U S The references.excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Series 2024 Bonds. the security for and the source for repayment for the Series 2024 Bonds and the rights and obligations of the holders thereof.References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience.Unless specified otherwise.such websites and the information or links contained therein are not incorporated into.and are not part of.this Official Statement for purposes of.and as such term is defined in.the Rule. 48 The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable.and is believed to be correct as of the date of this Official Statement.but is not guaranteed as to accuracy or completeness by.and is not to be construed as a representation by,the Underwriter.except with regard to information provided by them. Any statements made in this Official Statement involving matters of opinion or of estimates,whether or not so expressly stated.are set forth as such and not as representations of fact,and no representation is made that any of the estimates will be realized.The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall.under any circumstances.create any implication that there has been no change in the affairs of the City since the date hereof. [Remainder of Page Intentionally Left Blank] 49 AUTHORIZATION OF OFFICIAL ST A TEMENT The delivery of this Official Statement has been duly authorized by the City Commission. At the time of delivery of the Series 2024 Bonds,the undersigned or other authorized officer will furnish a certificate to the effect that,to the best of their knowledge,this Official Statement (other than the information provided by OTC and the Underwriter)did not as of its date and does not as of the date of the delivery of the Series 2024 Bonds contain any untrue statement of a material fact or omit to state a material fact which should be included herein for the purposes for which this Official Statement is to be used.or which is necessary in order to make the statements herein,in light of the circumstances in which they were made.not misleading. CITY OF DELRAY BEACH,FLORIDA By:_ Mayor By:_ City Manager 50 APPENDIX A GENERAL INFORMATION CONCERNING THE CITY AND PALM BEACH COUNTY, FLORIDA The following information concerning the City of Delray Beach.Florida (the "City")and Palm Beach County.Florida (the "County )is included only for the purposes of providing general background in formation.The Series 2024 Bonds are payable from and secured by the ad valorem taxes on all taxable property within the City without limitation as to rate or amount.The full faith. credit and taxing power of the County is irrevocably pledged to the payment of the principal and interest on the Series 2024 Bonds as the same become due and payable. CITY OF DELRAY BEACH,FLORIDA Introduction The City.approximately 16 square miles in area.is located in the southeast portion of the State of Florida ("State")in the southeast section of the County.Incorporated May I1,1927.the City has an estimated permanent population of [,and an additional estimated seasonal population of [)as of 2023. City Government The City operates under a City Commission-Manager form of government.The City Commission is the principal legislative and governing body of the City.The Mayor.elected every two years.presides over a board of four commission members who are elected to two-year alternating terms by the community at large.The City Commission appoints the City Manager. City Attorney and certain general advisory boards.Major departments of the City include:City Clerk.Development Services.Finance.Fire Rescue.Human Resources.Information Technology. Parks and Recreation.Planning and Zoning.Police.Public Works and Utilities. The chief administrative official of the City is the City Manager.The City Manager is responsible for implementing City Commission policies.overseeing all departmental activities. enabling.and supporting the City 's departments.The City Manager is also responsible to the Commission for preparation of the City 's budget and for control of expenditures throughout the budget year. Climate The climate of the City is best described as semi-tropical.characterized by hot and humid summers with abundant rain fall and short.warm winters.The average year-round temperature is 75.5 degrees.Rainfall occurs year-round.but is heaviest in the summer;the average rainfall is 64.26 inches.The mild climate is primarily a result of the proximity to the Gulf Stream and the prevai I ing ocean breezes. Parks and Recreation A-I The City's Parks and Recreation Department operates over 40 developed parks and recreational facilities including two pools.a splash park,athletic fields.skate park.and one and a half miles of public beach that is guarded 365 days a year. The Delray Beach Tennis Center is a full service public tennis facility with 14 clay courts.4 hard courts.8 pickleball courts and an 8.200 seat stadium.The Delray Beach Tennis Center features an upstairs pavilion and conference room.pro shop with locker rooms,racquet stringing and merchandise.The tennis club offers a wide variety of adult and junior programs.leagues.clinics and camps. Education The City is served by six elementary schools,one middle school.one high school.and two schools that serve all grades.all operated by the Palm Beach County School District.The Palm Beach County School District is the fifth largest in Florida and the I 0th largest nationwide with more than 189.000 students enrolled in more than 192 K-12 schools. Higher education is offered at five Palm Beach State College campus sites.two Florida Atlantic University sites (State University System).Palm Beach Atlantic University.Lynn University and Barry University. The Palm Beach County Public Library System (the "Library System ..)provides library services for residences in the unincorporated areas of the County and 24 cities through a main library. 16 branch libraries.and a logistical support center.Story times.the Summer Reading Program.and special events are provided to build children's confidence.reading skills.and a sense of community. Outreach services include a Bookmobile.Talking Books.Books-by-Mail.Adult Literacy Tutoring. and Outreach to Daycare programs.The Library System promotes economic vitality and individual achievement by offering access and training on the internet.adult programs on literature and other topics.and by providing additional services to migrant workers and adult non-readers. A-2 City of Delray Beach Demographic and Economic Statistics The following table shows the City population estimates.school enrollment and unemployment rates for the past ten fiscal years. Estumated Per Capita Total Unemploy- Fiscal Cit Count Personal Personal Median School ment Year Population''Population''Income"Income"Age"Enrollment!"Rate" 2014 62.700 1 360.238 $48.224 $3.023 644.800 415.7 8.059 6.4% 2015 63.175 1 378.417 48.706 3.077.001 550 451 7.760 6.4 2016 63.972 L 391.741 49193 3.146974 596 44.9 7.473 4.4 2017 65.804 I 414.144 34.728 2285.241 312 448 7.139 32 2018 69.228 1 471.150 49.940 3.457.246 320 451 7.259 3.1 2019 69.957 1 498.187 50181 3.510.512217 454 7.121 28 2020 70.76 7 I 541.96l 50 683 3.586.683 861 45.0 7.139 74 2021 71.309 1 594 618 51.190 3.650.307.710 450 6.478 38 2022 67.744 I 516.419 49955 3.384.151.520 476 7.127 55 2023 (I Business Development Board of Palm Beach County. Median Age for 201I to current is for the City of Delray Beach.Florida.2010 data is for Palm Beach County. (2)Bureau of Economic Analysis Per Capita Personal Income for the current fiscal year is estimated at a I%growth rate from the previous year. (3)Estimated based on County per capita personal income and City population. (4)The School Enrollment is from the Palm Beach County School Board. Source:City of Delray Beach Annual Comprehensive Financial Report for the Fiscal Year Ended September 30. 2023 City of Delray Beach Building Permit Activity Industrial and Commercial Construction Residential Construction Fiscal Year No.of Permits Value No.of Units Value 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Source:City of Delray Development Services Department. A-3 PALM BEACH COUNTY,FLORIDA General Information Palm Beach County.Florida (the "County ")was founded in 1909 and encompasses an area of 2.385 square miles.It is located on the lower east coast of the Florida peninsula with 47 miles of Atlantic Ocean frontage and 25 miles of frontage on Lake Okeechobee.The County has a semi- tropical climate with an average temperature of 74 degrees and an average rainfall of 62 inches per year.These and other natural amenities.including 87 local.State of Florida (the "State")and Federal recreational areas of more than IO acres and 163 golf courses.have enabled the County to develop a year-round tourism industry. There are 39 municipalities within the County.twelve of which have a population in excess of 25.000.West Palm Beach is the County seat and is the largest city in the County.with a 2023 estimated population of []. County Culture and Recreation The County·s Parks and Recreation Department operates 87 developed parks that encompass over 8.500 acres and include a wide variety of amenities.including two water parks. six swimming pools.five golf faci Ii ties.four equestrian faci Ii ties.three outdoor amphitheaters.145 athletic fields.and much more.In addition.the department manages 3.51 miles of beachfront property and over million County residents and visitors safely enjoy the County's fourteen guarded beach parks in 2023. The County is the home of the Professional Golfers Association (PGA).located in the City of Palm Beach Gardens.often referred to as "The Golf Capital of the World."There are in excess of 160 golf courses located in the County. The Village of Wellington is the site of one of the finest equestrian centers in the country. providing a venue for polo.Grand Prix jumping events and the National Horse Show. Cultural amenities include the Florida Ballet.Opera Societies.the Royal Poinciana Playhouse.Watson B.Duncan Theater,Henry Morrison Flagler Museum.Norton Gallery of Art. the Kravis Center for the Performing Arts.and the Morikami Museum and Japanese Gardens. among others. Transportation Surface transportation is provided in the County by the Florida East Coast and CSX railroads.A network of Federal.State and local highways.including the Florida Turnpike and Interstate 95.traverse the County.The County operates a bus system (Palm-Tran)and shares in the operation of the Tri-County Commuter Rail System.which serves Miami-Dade and Broward Counties.as well as the County.A 60.000 sq.ft.train system Brightline.operates in the County and travels through Miami.Aventura.Fort Lauderdale.Boca Raton.West Palm Beach and Orlando. The Port of Palm Beach operates ship terminal facilities on approximately 165 acres of land located in Riviera Beach and fronting on Lake Worth.A 33-foot deep and 300-foot wide A-4 channel to the Lake Worth Inlet provides access to the port facilities.The Port of Palm Beach is the fourth busiest container port in Florida and the eighteenth busiest in the continental United States.Imports consist primarily of bulk cement and Bunker-C petroleum while exports include diesel fuel,molasses,liquid asphalt.and other bulk commodities bound for the Caribbean.A foreign trade zone has been designated near the Port. Commercial air service is provided at Palm Beach International Airport (PBIA")by thirteen major and commuter airlines.For the twelve months ended December 2023.passenger traffic at PBIA was 7.8 million,up %over the previous twelve month period;aircraft operations at PBIA for this period totaled up %from the prior twelve month period. PBIA also serves general aviation traffic.and there are four general aviation airports in the County. The Fort Lauderdale-Hollywood International Airport and the Miami International Airport are respectively within 40 and 50 miles to the south of the City. Population In 2020,the County was the third largest county in the State in terms of population.Its population increased 65.3%in the 1970-80 decade.49.7%in the 1980-1990 decade.31 %in the period 1990-2000.16.7%from 2000-2010.and 12.9%from 2011-2020. A-5 Population Growth 2014-2023 Palm Beach_Count Florida United States Population Change Population Change Population Change 2014 1.3 98.5 18 1.6%19.888.741 1.6%318.386.421 0.7% 2015 1.422.789 1.7 20.244.914 1.8 320.742.673 0.7 2016 1.443.810 1.5 20.612.4 39 1.8 323.071.342 0.7 2017 1.471,150 1.9 20.984.4 00 1.8 325.147.12 1 0.6 2018 1.485.941 1.0 21.299.325 1.5 327.167.434 0.6 2019 1,496.77 0 1.0 21.477 .737 1.0 328.239.523 1.0 2020 1.510.660 0.9 21.733.312 1.2 329.484.123 0.4 2021 1.502.4 95 1.0 21.898.945 1.0 332.031.554 0.2 2022 1.5 18.152 1.0 22.276.132 1.0 333.287.557 0.4 2023 Source:Population Division.U.S.Census Bureau. University of Florida,Bureau of Economic and Business Research. Employment Education and healthcare are the leading sources of employment.Agriculture. manufacturing of electronics.aircraft engines.and other high technology products.and business and financial services also play an important role in the County"s economy. The data on County unemployment in the following table represents annual averages. Palm Beach County Annual Average Labor Force and Unemployment Estimates Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Source:U.S.Bureau of Labor Statistics.Unemployment in States and Local Areas (all other areas).State Employment and Unemployment.Employment Situation. A -6 Palm Beach County Unemployment Rates Civilian Palm Beach Labor Force County Florida United States 683.721 6.0%6.4 %6.2% 693.582 5.2 5.5 5.3 71 1.609 4.7 4.9 4.9 716.528 4.3 4.3 4.4 72 1.422 3.7 3.7 3.9 72 8.819 3.4 3.2 3.7 715.4 15 8.3 8.3 8.1 734.056 4.3 4.6 5.4 762.72 2 2.7 2.9 3.6 Largest Employers (Excludes Agricultural) The following table shows employment at the ten largest employers in the County as of September 30.2023.[TO BE UPDATED] Company Palm Beach County School District Palm Beach County Government Tenant Coastal Division NextEra Energy (Florida Power &Light) Florida Atlantic University Boca Raton Regional Hospital Veterans Health Administration Hospital Corporation of America (HCA) The Breakers Bethesda Hospital East/West Product/Service Education County Government Healthcare Utilities Higher Education Healthcare Healthcare Healthcare Hotel Healthcare Employees Source:Business Development Board of Palm Beach County.Profile 2022 except for Palm Beach County Government.where the source is the Office of Financial Management and Budget Tourism Visitors to the Palm Beaches have a significant economic impact on the County.According to the Florida Department of Business and Professional Regulation.there are [185)I icensed hotels and motels in the County.having a total of [19.093]rooms.The Tourism Development Council of Palm Beach County estimates that over 7 million people visited the County in 2021 generating a significant economic impact to the County.Continued growth in hotel room occupancy coupled with growth in average daily room rates for the County provides continuing increases in revenue per available room.attracting increased investment in the County s hospitality industry hotels and cultural attractions. Agriculture Agriculture.together with the related service industries.is a core component of the County's economy.The "Glades"region of the County is one of the nation's most productive agricultural areas.The County leads the State.and all counties east of the Mississippi River.in agricultural proceeds.It ranks third in Florida in nursery production with estimated sales at [$139 million].The County is the largest agricultural county in Florida and the thirty-seventh largest in the United States,with annual sales in excess of $2 billion. [Remainder of page intentionally left blank] A-7 APPENDIX B ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30,2023 A-8 APPENDIX C COPY OF THE BOND RESOLUTION A-9 691686169v4 691686169v5 691686169v6 APPENDIX D PROPOSED FORM OF BOND COUNSEL OPINION A-10 EXHIBITC" REGISTRAR/PA YING AGENT AGREEMENT between CITY OF DELRAY BEACH,FLORIDA and U.S.BANK TRUST COMPANY,NATIONAL ASSOCIATION Pertaining to CITY OF DELRAY BEACH.FLORIDA GENERAL OBLIGATION BONDS.SERIES 2024 (PARKS PROJECTS) Dated as of .2024----- TABLE OF CONTENTS ARTICLE I APPOINTMENT OF BANK AS REGISTRAR AND PAYING AGENT I SECTION I .0 I Appointment I SECTION 1.02 Compensation I ARTICLE II DEFINITIONS 2 SECTION 2.0 I Definitions 2 ARTICLE III PAYING AGENT 3 SECTION 3.0 I Duties of Paying Agent 3 SECTION 3.02 Payment Dates 3 ARTICLE IV REGISTRAR ·······························••OO ..••········--············"···················--·······················4 SECTION 4.0 I Transfer and Exchange 4 SECTION 4.02 [Reserved]4 SECTION 4.03 Form of Register 4 SECTION 4.04 List of Owners 4 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 V THE BANK 6 SECTION 5.0 I Duties of Bank 6 SECTION 5.02 Reliance on Documents.etc 6 SECTION 5.03 Recitals of Issuer 7 SECTION 5.04 May Hold Bonds 7 SECTION 5.05 Money Held by Bank 7 SECTION 5.06 Mergers of Consolidations 8 SECTION 5.07 lnterpleader 8 ARTICLE VI MISCELLANEOUS PROVISIONS 8 SECTION 6.0 I Amendment.8 SECTION 6.02 Assignment 8 SECTION 6.03 Notices 8 SECTION 6.04 Effect of Headings 8 SECTION 6.05 Successors and Assigns 8 SECTION 6.06 Severability 9 SECTION 6.07 Benefits of Agreement 9 SECTION 6.08 Entire Agreement 9 SECTION 6.09 Counterparts 9 SECTION 6.10 Termination 9 SECTION 6.11 Governing Law 9 REGISTRAR/PAYING AGENT AGREEMENT THIS REGISTRAR/PAYING AGENT AGREEMENT (the or this "Agreement")dated as of .2024 is by and between THE CITY OF DELRAY BEACH.FLORIDA (the Issuer")and US.BANK TRUST COMPANY.NATIONAL ASSOCIATION (the "Bank ").a national banking association organized under the laws of the United States.having its designated trust office in Jacksonville,Florida and authorized under such laws to exercise corporate trust powers in the State of Florida. WHEREAS.the Issuer has duly authorized and provided for the issuance of its City of Delray Beach.Florida General Obligation Bonds,Series 2024 (Parks Projects)as more particularly described on Annex A attached hereto (collectively.the "Bonds").in an original aggregate principal amount of$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 Bank act as the Paying Agent of the Issuer in paying the principal and interest on the Bonds.in accordance with the terms thereof.and that the Bank 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 I APPOINTMENT OF BANK AS REGISTRAR AND PAYING AGENT SECTION 1.0 I Appointment. (a)The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds,in paying to the Owners of the Bonds the principal and interest on all or any of the Bonds. (b)The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. (c)The Bank hereby accepts its appointment and agrees to act as the Paying Agent and Registrar. SECTION 1.02 Compensation.As compensation for Bank's services as Registrar/Paying Agent.the Issuer agrees to pay the Bank the fees and amounts set forth in Annex B hereto.Issuer agrees to reimburse the Bank for any reasonable expenses disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agent and counsel).Such fees and expenses shall be paid to the Bank as billed. ARTICLE II DEFINITIONS SECTION 2.0 I 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: Bank"means U.S.Bank Trust Company.National Association.having a designated corporate office in Jacksonville,Florida. "Bank Office"means the principal corporate trust office of the Bank located at Jacksonville.Florida.The Bank will notify the Issuer in writing of any change in location of the Bank Office. Bond"or "Bonds"mean any or all of the Issuer's General Obligation Bonds,Series 2024 (Parks Projects).dated .2024 and more particularly described on Annex A attached hereto.and authorized in the original aggregate principal amount of$_ "Bond Resolution"means the resolution.order or ordinance of the governing body of the Issuer pursuant to which the Bonds are issued.certified by any officer of the Issuer and delivered to the Bank. Fiscal Year means the 12-month period ending September 30 of each year. "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 the Chief Financial Officer or any other authorized representative of the Issuer and de!ivered to the Bank. Legal Holiday ..means a day on which the Bank 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 Bank 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 obi igation 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). 2 "Register"means a register in which the Issuer shall provide for the registration and transfer of Bonds. Responsible Officer"when used with respect to the Bank means the President or Vice President of the Board of Directors,the Chairman or Vice Chairman of the Executive Committee of the Board of Directors.the President.any Vice President.the Secretary.any Assistant Secretary. the Treasurer.any Assistant Treasurer.the Cashier.any Assistant Cashier.any Trust Officer or Assistant Trust Officer.or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means.with respect to a particular corporate trust matter.any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. State"means the State of Florida. Stated Maturity"means the date specified in the Bond Resolution as the fixed date on which the principal of the Bond is due and payable. AR TI C LE Ill PA Y ING AG ENT SECTION 3.0 I Duties of Paving Agent. (a)The Bank.as Paying Agent and on behalf of the Issuer.shal I pay to the Owner.at the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the Bank Office.the principal amount of the Bond or Bonds then maturing.provided that the Bank shall have been provided by or on behalf of the Issuer adequate collected funds to make such payment. (b)The Bank,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 that the Bank 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 bank account specified in writing by such registered Owner. SECTION 3.02 Pavment Dates.The Issuer hereby instructs the Bank to pay the principal of.and interest on the Bonds at the dates specified in the Bond Resolution.The Issuer covenants that it will timely provide to the Bank.acting as Paying Agent for the Issuer.the funds necessary to pay the principal of and interest on the Bonds at least one (I)business day before the dates specified in the Bond Resolution. 3 ARTICLE IV REGISTRAR SECTION 4.0 I Transfer and Exchange. (a)The Issuer shall keep the Register at the Bank Office.and subject to such reasonable written regulations as the Issuer may prescribe.which regulations shall be furnished the Bank herewith or subsequent hereto by Issuer Order.the Issuer shal I provide for the registration and transfer of the Bonds.The Bank is hereby appointed "Registrar"for the purpose of registering and transferring the Bonds as herein provided.The Bank agrees to maintain the Register while it is Registrar. (b)The Registrar hereby agrees that at any time while any Bond is outstanding. the Owner may deliver such Bond to the Registrar 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 Registrar 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 Bank.duly executed by the Owner thereof or his attorney duly authorized in writing. (d)The Registrar 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. (f)Notwithstanding the foregoing,if the Bonds are registered pursuant to DTCs book-entry only system of registration.all transfers and exchanges of the Bonds shall be effected through the standard operating provisions of DTC. SECTION 4.02 [Resered]. SECTION 4.03 Form of Register.The Bank as registrar will maintain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time.The Bank shall not be obligated to maintain such Register in any form other than a form which the Bank has currently available and currently utilizes at the time. SECTION 4.04 List of Owners. (a)The Bank will provide the Issuer at any time requested by the Issuer,upon payment of the cost.if any.of reproduction.a copy of the information contained in the Register. 4 The Issuer may also inspect the information in the Register at any time the Bank is customarily open for business.provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. (b)The Bank 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 Bank 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.transfer. exchange.or replacement.if surrendered to the Bank.shall be promptly canceled by it and.if surrendered to the Issuer.shall be delivered to the Bank and.if not already canceled.shall be promptly canceled by the Bank.The Issuer may at any time deliver to the Bank 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 Bank.All canceled Bonds held by the Bank shall be disposed of by the Bank as directed by the Issuer.The Bank 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,Destrovecl,Lost,or Stolen Bonds. (a)Subject to the provisions of this Section 4.06.the Issuer hereby instructs the Bank 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 over-issuance.all in conformance with the requirements of the Resolution. (b)If (i)any mutilated Bond is surrendered to the Bank.or the Issuer and the Bank receives evidence to their satisfaction of the destruction.loss,or theft of any Bond.and (ii) there is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank to save and hold each of them harm less,then.in the absence of notice to the Issuer or the Bank that such Bond has been acquired by a bona fide purchaser.the Issuer shall execute and upon its request the Bank 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 obi igation of the Issuer. whether or not the mutilated.destroyed.lost.or stolen Bond shall be at any time enforceable by 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 Bank and the Issuer that a Bond has been mutilated.destroyed.lost or stolen.and upon receipt by the Bank and the Issuer of such indemnity or security as they may require.the Bank 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 5 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 Bank may charge the Owner the Bank's fees and expenses 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 Bank s current blanket bond for lost,stolen. or destroyed bonds and any future substitute blanket bond for lost.stolen,or destroyed Bonds that the Bank 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 Bank 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 Bank for lost.stolen or destroyed Bonds by the Bank is available for inspection by the Issuer on request. SECTION 4.07 Transaction Information to Issuer.The Bank 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 3.0 I.Bonds it has delivered upon the transfer or exchange of any Bonds pursuant to Section 4.0 I,and Bonds it has delivered in exchange for or in I ieu of mutilated. destroyed.lost or stolen Bonds pursuant to Section 4.06. ARTICLE V THE BANK SECTION 5.0 I Duties of Bank.The Bank undertakes to perform the duties set forth herein and in accordance with the Bond Resolution and agrees to use reasonable care in the performance thereof.The Bank hereby agrees to use the funds deposited with it for payment of the principal of 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 Bank to function as Paying Agent. SECTION 5.02 Reliance on Documents,etc. (a)The Bank may conclusively rely.as to the truth of the statements and correctness of the opinions expressed therein.on certificates or opinions furnished to the Bank. (b)The Bank shall not be I iable 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 Bank 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. 6 (d)The Bank may rely and shall be 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 Bank need not examine the ownership of any Bonds.but is 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 Bank 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 Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (f)The Bank 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 (other than the certificate of authentication)shall be taken as the statements of the Issuer.and the Bank assumes no responsibility for their correctness. (b)The Bank shall in no event be liable to the Issuer.any Owner or Owners or any other Person for any amount due on any Bond. SECTION 5.04 M ay H old Bonds.The Bank.in its individual or any other capacity.may become the owner or pied gee of Bonds and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar.or any other agent. SECTION 5.05 M oney H eld by Bank. (a)Money held by the Bank hereunder need not be segregated from any other funds provided appropriate accounts are maintained. (b)The Bank shall be under no liability for interest on any money received by it hereunder. (e)Any money deposited with the Bank for the payment of the principal.or interest on any Bond and remaining unclaimed for five years after the date on which such Bonds have become payable shall be treated as abandoned property pursuant to the provisions of the State,and the Bank shall report and remit this property to the State escheat fund.and thereafter the Owner shall look only to the State escheat fund for payment and then only to the extent of the amounts so received.without any interest thereon and the Bank and Issuer shall have no responsibility with respect to such money. 7 SECTION 5.06 Mergers of Consolidations.Any corporation into which the Bank.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 Bank or any successor to it shall be a party shall be the successor Bank 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 lnterpleader.The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim.demand.or controversy over its persons 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 Bank further agree that the Bank has the right to file a Bill of lnterpleader in any court of competent jurisdiction to determine the rights of any person claiming any interest herein. ARTICLE VI 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 Bank shall be mailed first class postage prepaid or hand delivered to the Issuer or the Bank.or sent by facsimile transmission if confirmed in writing and sent as specified above.respectively.at the addresses shown below: a) b) ifto the Issuer: if to the Bank: City of Delray Beach.Florida 100 N.W.I'Avenue Delray Beach.FL 33444 Attention:Hugh 8.Dunkley.CPA.CPFO.CGFO. Chief Financial Officer U.S.Bank Trust Company.National Association 6410 Southpoint Parkway.Suite 200 Jacksonville.Florida 32216 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. 8 SECTION 6.06 Severabilitv.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 Bank acting as Paying Agent/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 Bank issuing its checks for the final payment of principal and interest of the Bonds. (b)This Agreement may be earlier terminated with or without cause upon sixty (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 Bank shall deliver all records and any unclaimed funds to the Issuer.However.the Bank is entitled to payment of all outstanding fees and expenses before delivering records to the Issuer.In the event this Agreement is terminated by giving written notice. then the Bank agrees.upon request by the Issuer.to give notice by first-class mail to all registered holders of 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 6.1 I Governing Law.This Agreement shall be construed in accordance with and governed by the laws of the State. 9 IN WITNESS WHEREOF.the parties hereto have executed this Agreement as of the date set forth below. [SEAL]THE CITY OF DELRAY BEACH.FLORIDA By: [[91Pg, Title: Date of Execution:.2024------Attest: City Clerk U.S.BANK TRUST COMPANY,NATIONAL ASSOCIATION By: Name:Paul Henderson Title:Assistant Vice President Date of Execution:.2024------ 10 ANNEX A $----CITY OF DELRAY BEACH.FLORIDA GENERAL OBLIGATION BONDS.SERIES 2024 (PARKS PROJECTS) ANNEX B Fee Proposal •Initial Acceptance Fee -$-0- •$350.00 annual fee payable in advance with the first annual payment payable on the delivery date of the Bonds and annually thereafter until Bonds mature or are retired. •Reasonable out-of-pocket expenses.such as publication notices.will be billed at cost. 693241607v2