Res 34-03RESOLUTION NO. R-34-03
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, SUPPLEMENTING RESOLUTION NO. 39-
88, AS AMENDED AND SUPPLEMENTED, FOR THE PURPOSE OF
AUTHORIZING AN EIGHTH SERIES OF WATER AND SEWER
REVENUE BONDS DESIGNATED AS WATER AND SEWER REVENUE
REFUNDING BONDS, SERIES 2003, IN THE INITIAL AGGREGATE
PRINCIPAL AMOUNT OF NOT EXCEEDING $13,500,000 FOR THE
PURPOSE OF REFUNDING, ON A CURRENT BASIS, ALL OR A
PORTION OF THE CITY'S OUTSTANDING CURRENT INTEREST
PAYING WATER AND SEWER REFUNDING REVENUE BONDS,
SERIES 1993 A, THE CITY'S OUTSTANDING CURRENT INTEREST
PAYING WATER AND SEWER REVENUE BONDS, SERIES 1993 B AND
THE CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS,
SUBORDINATE SERIES 1999; PROVIDING FOR THE TERMS AND
PAYMENT FOR SAID BONDS; INCORPORATING BY REFERENCE
THE TERMS AND PROVISIONS OF RESOLUTION NO. 39-88, AS
AMENDED AND SUPPLEMENTED; PROVIDING FOR THE
UNDERTAKING BY THE CITY REQUIRED BY RULE 15c2-12 OF THE
SECURITIES AND EXCHANGE COMMISSION; PROVIDING FOR THE
RIGHTS, REMEDIES AND SECURITY OF THE HOLDERS OF SAID
BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING FOR CERTAIN OTHER
MATTERS IN CONNECTION THEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Delray Beach, Florida, a Florida municipal corporation
(the "City"), is authorized by law to issue revenue bonds to finance and refinance additions,
extensions and improvements to its Combined Public Utility (as defined in the herein referred to
1988 Resolution); and
WHEREAS, the City Commission of the City of Delray Beach, Florida (referred
to herein as the "City Commission"), did, on June 12, 1984, adopt Resolution No. 45-84, which
was amended and supplemented on June 26, 1984, and October 10, 1984, authorizing the
issuance of its Water and Sewer Revenue Bonds, Series 1984 (the "1984 Bonds"); and
\\W!~IrV01~SANFORI~'~22~12VO'/X3/19~3\I6787 0Il200 R¢$. No. 34-03
WItEREAS, the City Commission did, on June 28, 1988, adopt Resolution No.
36-88, which was amended, supplemented and restated by Resolution No. 39-88, adopted on
July 12, 1988, as further amended and supplemented (collectively, the "1988 Resolution"),
authorizing the issuance of the City's Water and Sewer Refunding Revenue Bonds, Series 1988
(the "1988 Bonds"), to refund the City's 1984 Bonds; and
WItEREAS, the City did, on September 15, 1988, issue its 1988 Bonds in the
aggregate principal amount of $25,135,000; and
WHEREAS, the 1988 Resolution authorizes in Section 4.G of Article III thereof,
of Part I, the issuance of bonds payable on a parity with the 1988 Bonds issued pursuant to the
1988 Resolution, on the terms and conditions therein contained; and
WHEREAS, the City Commission did, on April 24, 1990, adopt Resolution No.
46-90, as amended and supplemented, which authorized the issuance of $8,000,000 Water and
Sewer Revenue Bonds.. Series 1991 A (the "1991 A Bonds") of the City for the purpose of
financing certain additions, extensions and improvements to the City's Combined Public Utility;
and
WHEREAS, the City Commission did, on October 23, 1990, adopt Resolution
No. 104-90, as amended and supplemented, which authorized the issuance of not exceeding
$50,000,000 Water and Sewer Revenue Bonds.. Series 1991 B (the "1991 B Bonds") of the City
for the purpose of financing certain additions, extensions and improvements to the City's
Combined Public Utility; and
Res. No. 34-03
WHEREAS, the City did, on April 30, 1991, issue its 1991 A Bonds and 1991 B
Bonds in the aggregate principal amounts of $8,000,000 and $14,585,000, respectively; and
WHEREAS, the City Commission did, on June 8, 1993, adopt Resolution No.
50-93, which authorized the issuance of not exceeding $30,000,000 Water and Sewer Refunding
Revenue Bonds, Series 1993 A (the "1993 A Bonds") for the purpose of paying and refunding a
portion of the 1988 Bonds and the 1991 A Bonds; and
WHEREAS, the City Commission did, on June 8, 1993, adopt Resolution No.
51-93, which authorized the issuance of not exceeding $10,000,000 Water and Sewer Revenue
Bonds, Series 1993 B (the "1993 B Bonds") for the purpose of financing certain additions,
extensions and improvements to the City's Combined Public Utility; and
WHEREAS, the City did, on June 29, 1993, issue its 1993 A Bonds and 1993 B
Bonds in the aggregate principal amounts of $21,238,997.35 and $6,865,477.25, respectively;
and
VOtEREAS, the City Commission did, on August 19, 1997, adopt Resolution
No. 58-97, as amended and supplemented, authorizing the issuance of its Water and Sewer
Revenue Refunding Bonds, Series 1997 A, in the aggregate principal amount of not exceeding
$17,000,000 to advance refund the outstanding 1991 B Bonds (the "1997 Bonds"); and
WHEREAS, the City did on November 18, 1997, issue its 1997 Bonds in the
aggregate principal amount of $15,030,000; and
Res. No. 34-03
WHEREAS, the Commission did, on June 8, 1999, adopt Resolution No. 33-99,
authorizing the issuance of not to exceed $3,500,000 in principal amount of Water and Sewer
Bonds, Subordinate Series 1999 (the "1999 Bonds"); and
WHEREAS, the City did, on June 11, 1999, issue its 1999 Bonds in the
aggregate principal amount of $3,500,000; and
WHEREAS, the City Commission now deems it necessary and desirable and in
the best economic interest of the City to refund on, a current basis, all or a portion of the current
interest paying 1993 A Bonds and 1993 B Bonds and the City's 1999 Bonds (the 1993 A Bonds
and the 1993 B Bonds so refunded, on a current basis, being herein referred to as the "1993
Refunded Bonds" and, together with the 1999 Bonds, the "Refunded Bonds") through the
issuance of City of Delray Beach, Florida Water and Sewer Revenue Refunding Bonds, Series
2003 in the initial aggregate principal amount of THIRTEEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($13,500,000) (the "2003 Bonds"); and
WHEREAS, the 1993 A Bonds (which are not being refunded, on a current basis,
upon the issuance of the 2003 Bonds), the 1993 B Bonds (which are not being refunded, on a
current basis, upon the issuance of the 2003 Bonds) and the 1997 Bonds are, collectively, called
the "Prior Bonds"; and
WHEREAS, the City Commission hereby determines that the 2003 Bonds shall
be on parity with the Prior Bonds as to the lien on, and source and security for payment from, the
Net Revenues (as such term is defined in the 1988 Resolution) derived from the operation of the
Res. No. 34-03
Combined Public Utility, and in all other respects, except as provided herein or in the 2003
Bonds; and
WIIEREAS, effective July 3, 1995, Rule 15c2-12 of the Securities and Exchange
Commission, provides that it is unlawful for a broker dealer or municipal securities dealer to
purchase or sell municipal securities, which includes the 2003 Bonds, unless the issuer, which
includes the City, has undertaken in a written agreement (herein, the "Undertaking") to provide
to specified information repositories annual financial information and operating data relevant to
the municipal securities and notice of certain specified material events.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
ARTICLE I
STATUTORY AUTHORITY, FINDINGS,
INCORPORATION BY REFERENCE AND CERTAIN DEFINITIONS
SECTION 1. Authority of this Resolution. This Resolution is adopted pursuant
to the provisions of the 1988 Resolution, the City Charter of the City, as mended and
supplemented, the Florida Constitution, Chapter 166, Florida Statutes, as amended and
supplemented, and other applicable provisions of law.
SECTION 2. Findings. It is hereby ascertained, detcn-mined and declared:
A. That all terms not otherwise defined in the recitals set forth above, in this
Section 2 or in Section 5 of this Article I shall have the meaning ascribed to such terms in Part I,
Section 2 of Article 1 of the 1988 Resolution.
Res. No. 34-03
B. That the City now owns, operates and maintains a combined water system
and sewer system for the supply and distribution of water to the inhabitants and customers of the
City and for the collection, treatment and disposal of sewage in said City (the "Combined Public
Utility") and owns a one-half (1/2) undivided interest in a treatment and disposal system
operated by the South Central Regional Wastewater Treatment and Disposal Board (herein the
"Board"); and that the City derives revenues from the operation of said Combined Public Utility.
C. That the revenues of the Combined Public Utility are not pledged or
encumbered in any manner, except for the outstanding 1993 A Bonds, the 1993 B Bonds and the
1997 Bonds (as such terms are herein defined) issued pursuant to Resolution No. 36-88, adopted
on June 28, 1988, as amended, supplemented and restated by Resolution No. 39-88, adopted on
July 12, 1988, as further amended and supplemented (collectively, the "1988 Resolution").
D. That the 1988 Resolution, as supplemented by Resolution No. 46-90,
adopted on April 24, 1990, as amended and supplemented (the "1991 A Resolution"), authorized
the issuance of $8,000,000 Water and Sewer Revenue Bonds, Series 1991 A (the "1991 A
Bonds").
E. That the 1988 Resolution, as supplemented by Resolution No. 104-90,
adopted on October 23, 1990, as amended and supplemented (the "1991 B Resolution'),
authorized the issuance of $50,000,000 Water and Sewer Revenue Bonds, Series 1991 B (the
"1991 B Bonds").
F. That the 1988 Resolution, as supplemented by Resolution No. 50-93,
adopted on June 8, 1993, as amended and supplemented (the "1993 A Resolution"), authorized
Res. No. 34-03
the issuance of not to exceed $30,000,000 Water and Sewer Refunding Revenue Bonds (the
"1993 A Bonds").
G. That the 1988 Resolution, as supplemented by Resolution No. 51-93,
adopted on June 8, 1993 (the "1993 B Resolution"), authorized the issuance of not to exceed
$10,000,000 Water and Sewer Revenue Bonds (the "1993 B Bonds").
H. That the 1988 Resolution, as supplemented by Resolution No. 58-97,
adopted on August 19, 1997 as amended and supplemented (the "1997 Resolution") authorized
the issuance of not to exceed $17,000,000 Water and Sewer Revenue Refunding Bonds,
Series 1997 A (the "1997 Bonds")
I. That the 1988 Resolution, the 1991 A Resolution, the 1991 B Resolution,
the 1993 A Resolution, the 1993 B Resolution and the 1997 Resolution, as such resolutions may
be amended and supplemented from time to time, shall be, collectively, referred to as the
"Original Resolution".
J. That the 1988 Resolution, as supplemented by Resolution No. 33-99,
adopted on June 8, 1999, authorized the issuance of $3,500,000 Water and Sewer Revenue
Bonds Subordinate Series 1999 (the "1999 Bonds").
K. That the 1988 Resolution in Section 4.G of Axlicle III of Part I provides
for the issuance of pail passu additional bonds, under the terms, conditions and limitations
provided therein.
L. That the 1993 A Bonds (which have not been refunded, on a current basis,
upon the issuance of the 2003 Bonds), the 1993 B Bonds (which have not been refunded, on a
Res. No. 34-03
current basis, upon the issuance of the 2003 Bonds) and the 1997 Bonds are herein referred to as
the "Prior Bonds."
M. That the City is authorized to issue the 2003 Bonds as pari passu
additional bonds within the terms, conditions and limitations provided in Section 4.G of Article
III, Part I, of the 1988 Resolution.
N. That a portion of the proceeds derived from the sale of the 2003 Bonds
shall be used to pay and defease all or a portion of the current interest paying 1993 A Bonds and
1993 B Bonds (the "1993 Refunded Bonds") and the outstanding 1999 Bonds, which, together
with the 1993 Refunded Bonds, are referred to as the "Refunded Bonds."
O. That the estimated Revenues to be derived in each year hereafter from the
operation of the Combined Public Utility will be sufficient at all times to pay all the costs of
operation and maintenance of the Combined Public Utility and the principal of and interest on
the Prior Bonds and the 2003 Bonds authorized pursuant to the Original Resolution and this
Resolution, as the same become due and payable, and all sinking fund, reserve and other
payments provided for in the Original Resolution and in this Resolution in accordance with the
requirements of the Original Resolution and this Resolution.
P. That the principal of and interest on the 2003 Bonds and all of the reserve,
sinking fund and other payments provided for in the Original Resolution and this Resolution will
be paid from the Net Revenues derived from the operation of the Combined Public Utility in the
manner provided therein and herein, on a parity with the Prior Bonds; and the ad valorem taxing
power of the City will never be necessary or authorized to pay the principal of and interest on the
Res. No. 34-03
2003 Bonds to be issued pursuant to this Resolution, or to make any of the reserve, sinking fund
or other payments provided for in the Original Resolution and this Resolution, and the 2003
Bonds issued pursuant to this Resolution shall not constitute a lien upon the Combined Public
Utility or upon any other property whatsoever of or in the City but shall be payable solely from
the Net Revenues derived from the operation of the Combined Public Utility in the manner
provided herein.
SECTION 3. Incorporation by Reference. Unless otherwise provided herein,
all the terms and provisions of the Original Resolution shall, by this reference, be incorporated
herein as though fully set forth in this Resolution.
SECTION 4. Original Resolution and this Resolution Constitutes Contract.
In consideration of the acceptance of the 2003 Bonds authorized to be issued hereunder by those
who shall hold the same from time to time, this Resolution and the Original Resolution shall be
deemed to be and shall constitute a contract between the City and such Owners and the
covenants and agreements herein set forth to be performed by said City shall be for the equal
benefit, protection and security of the Owners of any and all of such 2003 Bonds all of which
shall be of equal rank and without preference, priority, or distinction of any of the 2003 Bonds
over any other thereof, except as expressly provided therein and herein.
SECTION 5. Certain Definitions.
"Beneficial Owner" shall mean, for purposes of Article III, Section 4 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 2003 Bonds (including persons holding 2003
\\vqffO-Wv01~ANFORD~M22422v0'AS/19~$~16'/8'/.011200 9 ReS. No. 34-03
Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of
any 2003 Bonds for federal income tax purposes.
"NRMSIR" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. The NRMSIRs currently approved by the
Securities and Exchange Commission as of the date of adoption of this Resolution are as follows:
Bloomberg Municipal Repositories
100 Business Park Drive
Skillman, New Jersey 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
E-mail: Munis~Bloomberg.com
Standard & Poor's Repository
55 Water Street, 45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
Email: nnnsir_repository~sandp.com
Fl' Interactive Data
Atto: NRMSIR
100 William Street
New York, New York 10038
Phone: (212) 771-6999
Fax: (212) 771-7390 (Secondary Market
Information)
(212) 771-7391 (Primary Market Information)
E-mail: nnnsir~f~id.com
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
E-mail: nrmsir~dpcdata.com
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934, as the same may be
amended from time to time.
ARTICLE II
AUTHORIZATION OF 2003 BONDS AND BOND FORM
SECTION 1. Authorization of 2003 Bonds and Purpose. Subject and pursuant
to the provisions of the Act, this Resolution and the Original Resolution, the City hereby
authorizes its eighth series of Bonds to be issued pursuant to the terms and provisions of the
~,~ot~Nvoa~=~22~o,w,~3~,678,.o,,~ 10 Res. No. 34-03
Original Resolution and this Resolution to be known as "Water and Sewer Revenue Refunding
Bonds, Series 2003," in the initial aggregate principal amount of not exceeding THIRTEEN
MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000) (herein referred to as the
"2003 Bonds" or the "Bonds'), for the purpose of paying and defeasing all or a portion of the
current interest paying 1993 A Bonds and 1993 B Bonds (such amount being herein referred to
as the "1993 Refunded Bonds") and prepaying the 1999 Bonds (which 1999 Bonds, together
with the 1993 Refunded Bonds, are collectively referred to as the "Refunded Bonds").
SECTION 2. Form of Series 2003 Bonds. The text of the 2003 Bonds shall be
of substantially the following tenor, with such omissions, insertions and variations as may be
necessary and desirable:
(Form of Bond)*
* The text of the Bonds shall be of substantially the tenor set forth below. Provisions of the
Bonds may be set forth on the back of the Bonds and shall for all purposes have the same
effect as if set forth on the front of the Bonds.
(Face of Bond)
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE REFUNDING BOND
SERIES 2003
Interest Maturity Dated
Res. No. 34-03
Rate Date Date CUSIP
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray Beach, Palm
Beach County, Florida (the "City"), for value received, hereby promises to pay, from the Net
Revenues and Pledged Impact Charges [if so pledged by the City], hereinafter mentioned, to the
Registered Owner or registered assigns on the Maturity Date specified above, upon the
presentation and surrender hereof at the principal corporate trust office of , as
paying agent (said and any other 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 April and October of
each year until the City's obligation with respect to the payment of such Principal Amount 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 the City maintained by ,
as Registrar (said , and any other bank or trust company becoming successor
registrar being herein called the "Registrar") at the close of business on the fifteenth day of the
calendar month next preceding each interest payment date or the date on which the principal of a
Bond is to be paid or the date of selection of Bonds to be redeemed; whether or not such fifteenth
day is a Saturday, Sunday or holiday (the "Record Date"); provided further, however, that
X\wlt~ vO BSANFORD~22422*O'/XS/19/03\16757 0112CO 12 Res. No. 34-03
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 bank
account number on file with the Paying Agent as of the Record Date. Such interest shall be
payable from the most recent interest payment date next preceding the date of authentication to
which interest has been paid, unless the date hereof is an April 1 or October 1 to which interest
has been paid, in which case fi.om such April 1 or October 1, or unless the date hereof is prior to
_, 2003, in which case from the Dated Date, or unless the date hereof is between a
Record Date and the next succeeding interest payment date, in which ease fi.om such interest
payment date; provided, however, that if and to the extent there is a default in the payment of the
interest due on such interest payment date, such defaulted interest shall be paid to the persons in
whose name Bonds are registered on the registration books of the City maintained by the
Registrar at the close of business on the fifteenth day prior to a subsequent interest payment date
established by notice mailed by the Registrar to the registered owner not less than the tenth day
preceding such subsequent interest payment date. 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.
[THE FOLLOWING IS APPLICABLE TO ALL BONDS]
This Bond is one of an authorized issue of Bonds of the City designated as its
Water and Sewer Revenue Refunding Bonds, Series 2003 (herein called the "Bonds"), in the
aggregate principal amount of $ of like date, tenor, and effect, except as to number, date of
maturity and interest rate, issued for the purpose of paying and defeasing all or a portion of the
~X.,~,,,O~NFO,.DS,~=4~2,0~m~X,6?aT.0~ 13 Res. NO. 34-03
City's Outstanding current interest paying 1993 A Bonds and 1993 B Bonds and the City's
Outstanding 1999 Bonds (as such terms are defined in the Resolution hereinafter referred to)
under the authority of and in full compliance with the Constitution, the City Charter, as amended
and supplemented, and Statutes of the State of Florida, including particularly Chapter 166,
Florida Statutes, as amended and supplemented and other applicable provisions of law, and
resolutions duly adopted by the City Commission on June 28, 1988, July 12, 1988, April 24,
1990, October 23, 1990, April 16, 1991, June 8, 1993, August 19, 1997 and June 17, 2003, as
further amended and supplemented (herein, collectively, referred to as the "Resolution"), and is
subject to all the terms and conditions of the Resolution.
This Bond is payable from and secured by a lien upon and pledge of the Net
Revenues, as defined in the Resolution, derived fi.om the operation of the City's Combined
Public Utility, as defined in the Resolution, and the Pledged Impact Charges, as defined in the
Resolution [if so pledged by the City], all in the manner provided in the Resolution. The full
faith and credit of the City is not pledged for the payment of this Bond and this Bond does not
constitute an indebtedness of the City within the meaning of any Constitutional, statutory or
other provision or limitation; and it is expressly agreed by the Holder of this Bond that such
Holder shall never have the right to require or compel the exercise of the ad valorem taxing
power of the City for the payment of the principal of and interest on this Bond or the making of
any sinking fund or reserve payments provided for in the Resolution.
It is further agreed between the City and the Holder of this Bond that this Bond
and the obligation evidenced thereby shall not constitute a lien upon the City's Combined Public
X~.,~,~O~NFO~,22,*2*O~O~,67870,200 14 Res. No. 34-03
Utility, or any part thereof, or on any other property of or in the City, but shall constitute a lien
only on the Net Revenues derived from the operation of the City's Combined Public Utility and
the Pledged Impact Charges [if so pledged by the City], all in the manner provided in the
Resolution.
The lien of the Holdem of the Bonds of the issue of which this Bond is one on the
Net Revenues derived from the operation of the City's Combined Public Utility and the Pledged
Impact Charges [if so pledged by the City] shall rank equally with the lien on such Net Revenues
of the Holders of the Prior Bonds (as such term is defined in the Resolution), issued pursuant to
the Original Resolution, as defined in the Resolution, and any pad passu additional obligations
hereinafter issued by the City within the terms, restrictions and limitations contained in the
Original Resolution. The Holders of the Bonds of the issue of which this Bond is one and the
holders of the Prior Bonds, and of the Holders of any pad passu additional obligations
hereinafter issued by the City within the terms, restrictions, and limitations contained in the
Original Resolution, shall jointly have a lien on the Net Revenues derived from the operation of
the Combined Public Utility and the Pledged Impact Charges [if so pledged by the City], which
lien shall be prior and superior to all other liens or encumbrances on such Net Revenues and
Pledged Impact Charges [if so pledged by the City].
The City has covenanted in the Resolution that in each Fiscal Year it will fix,
establish and maintain such rates and collect such fees, rentals or other charges for the services
and facilities of its Combined Public Utility and revise the same from time to time whenever
necessary, as will always provide in each Fiscal Year, Net Revenues which shall be adequate to
x~.~o~s,~Fotos~.m22,*~w~ ~03u *,870~o0 1 5 Res. No. 34-03
pay at least one hundred ten percent (1 10%) of the Annual Debt Service Requirement (as defined
in the Resolution) for the Prior Bonds, the Bonds and any pad passu additional Bonds hereat~er
issued; and that such Net Revenues shall be sufficient to make all of the payments required by
the terms of the Resolution and that such rates, fees, rentals or other charges shall not be so
reduced so as to be insufficient for such purposes.
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:
(1) 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 maintained by the Registrar and only upon surrender
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 order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
\\~pt/~l~v01~ANn~oR/~'~22422vOTX~t 19~3\ 16787 011200 1 6 Res. No. 34-03
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 surrender hereof at the
principal 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 make as
provided in the Resolution, the Bonds may be exchanged for Bonds of the same interest rate and
maturity of any other authorized denominations.
(4) 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 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 during the period from and including the Record Date for an interest payment
date to and including such 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 Bond is redeemed or defeased, the City shall execute and the Registrar shall
authenticate and deliver, upon the surrender of such Bond, without charge to the Bondholder, for
Res. No. 34-03
the unpaid balance of the principal amount of such Bond so surrendered, a registered Bond in the
appropriate denomination and interest rate.
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.
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.
IN WITNESS WHEREOF, the City of Dekay Beach, Florida, has issued this
Bond and has caused the same to be executed by the manual or facsimile signature of its Mayor
and the corporate seal of the City to be affixed hereto or lithographed or imprinted or reproduced
hereon, and attested by the manual or facsimile signature of the City Clerk of the City, all as of
the Dated Date.
(SEAL)
Attest:
Ciiy Clerk
CITY OF DELRAY BEACH, FLORIDA
xx,~.~ot~snNvoa~sa22422~o~.v,o~m6787 onto 1 8 Res. No. 34-03
(FORM OF CERTIFICATE OF AUTHENTICATION)
Date of Authentication:
This Bond is one of the Bonds delivered pursuant to the within mentioned
Resolution.
as Registrar
By:
Authorized Officer
ASSIGNMENT AND TRANSFER
FOR VALUE RECE1VED the undersigned sells, assigns and transfers unto
(please prim or typewrite name and address of transferee)
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.
Dated:
In the presence of:
[STATEMENT OF INSURANCE]
Res. No. 34-03
ARTICLE III
TERMS AND DETAILS OF SERIES 2003 BONDS,
APPLICATION OF SERIES 2003 BOND PROCEEDS AND
ADDITIONAL COVENANTS.
SECTION 1. Term and Details of Series 2003 Bonds. The terms and details of
the 2003 Bonds, including but not limited to the principal amount, interest rates, maturity dates
and redemption provisions, shall be determined by subsequent proceedings of the City
Commission.
SECTION 2. Application of 2003 Bond Proceeds. All moneys received by the
City from the sale of the Series 2003 Bonds authorized and issued pursuant to this Resolution
and the Original Resolution, shall be disbursed as follows:
A. The accrued interest, if any, derived from the sale of the 2003 Bonds shall
be deposited in the Interest Account, created and established under the 1988 Resolution and
continued and maintained under the Original Resolution, and used for the purpose of paying
interest on the 2003 Bonds as the same becomes due and payable.
B. From the proceeds of the 2003 Bonds there may be deposited in the Debt
Service Reserve Account, created and established under the 1988 Resolution and continued and
maintained under the Original Resolution, such amount as shall be determined by subsequent
proceedings of the City Commission, but which amount shall not exceed the Debt Service
Reserve Requirement for the 2003 Bonds.
C. From the proceeds of the 2003 Bonds, an amount which, together with
other moneys lawfully available therefor (such amounts to be determined by the Finance
\kw#~.-sr~I~SANFORDS~422422vOTXS/19~3~I67S7 011200 20 RCS. NO. 34-03
Director and City Manager) shall be deposited in an escrow deposit trust fund to be held by a
bank or trust company, as escrow trustee, under the terms and provisions of an escrow deposit
agreement with such escrow trustee (herein, the "Escrow Deposit Agreement"), and such
proceeds shall be held irrevocably in trust in the escrow deposit trust fund under the terms and
provisions of the Escrow Deposit Agreement; such moneys shall be invested at the time of
deposit in U. S. Obligations, which are not callable prior to maturity except by the holder thereof,
the principal and interest of which shall be sufficient to pay the principal of, redemption
premium, if any, and interest on the 1993 Refunded Bonds as the same mature and become due
and payable or are redeemed prior to maturity, all as provided in the Escrow Deposit Agreement.
D. From the proceeds of the 2003 Bonds, an amount necessary to prepay the
principal and accrued and unpaid interest on the 1999 Bonds.
E. From the balance of the proceeds of the 2003 Bonds or other legally
available sources of the City, the City shall pay the costs of issuing the 2003 Bonds including,
but not limited to, payment of the premiums or fees for a Bond Insurance Policy and Reserve
Account Credit Facility Substitute, if any.
SECTION 3. Covenants of the City. The City hereby covenants to comply with
the terms and provisions of Part I, Section 4.G of Article III, of the 1988 Resolution, as certified
by the City in writing and delivered to the Registrar and Bond Insurer, if any, prior to the
issuance of the 2003 Bonds. In addition, the City reaffirms and acknowledges that all of the
covenants set forth in the Original Resolution applicable thereto, -"-n~ apply to the 2003 Bonds
authorized to be issued pursuant to this Resolution.
Res. No. 34-03
The Combined Public Utility Revenue Fund, the Water and Sewer Sinking Fund,
the Water and Sewer System Renewal, Replacement and Improvement Fund and the Pledged
Impact Fund, all created and established under the 1988 Resolution, and the separate accounts
therein shall be continued and maintained as provided in the 1988 Resolution as long as any of
the 2003 Bonds, issued pursuant to the terms and provisions of the Original Resolution and this
Resolution, are Outstanding; and the payments required to be made from the Revenue Fund into
the Interest Account, Principal Account, Bond Redemption Account, and, to the extent not
funded from the 2003 Bond proceeds or covered by a Reserve Account Credit Facility
Substitute, the Debt Service Reserve Account, shall be adjusted so as to provide the amounts
necessary to pay the principal of and interest on the 2003 Bonds issued pursuant to this
Resolution, in the amounts, at the times and in the manner provided in the 1988 Resolution and
this Resolution.
The City will continue to pay into the Water and Sewer System Renewal,
Replacement and Improvement Fund and Pledged Impact Charge Fund, if applicable, from the
Revenue Fund as long as any of the 2003 Bonds issued pursuant to the terms and provisions of
this Resolution and the Original Resolution, or interest thereon, are Outstanding and unpaid, the
amounts required to be deposited therein pursuant to, and in the manner provided in the 1988
Resolution and the moneys in the Pledge Impact Charge Fund, if any, and the Water and Sewer
System Renewal, Replacement and Improvement Fund shall be used only for the purposes
provided for in the 1988 Resolution for such funds.
XX~p~O~AN~O~Saa422~O~,9~3~6787.0,,~O 22 Res. No. 34-03
SECTION 4. Rule 15c2-12 Undertaking. That in order to assist the initial
purchasers of the 2003 Bonds with respect to compliance with the Rule, the City undertakes and
agrees to provide the information described below to the persons so indicated. The City's
Undertaking set forth in this Section 4 shall be for the benefit of the registered owners and
Beneficial Owners of the 2003 Bonds.
A. The City undertakes and agrees to provide to each NRMSIR and to the
State of Florida information depository (herein, thc "SID") if and when such a SID is created (i)
the City's general purpose financial statements generally consistent with the financial statements
presented in the official statement relating to the 2003 Bonds (herein thc "Official Statement"),
and (ii) the information concerning the Combined Public Utility set forth in the Official
Statement under the headings "Top Ten Users of the Combined Public Utility" and "Rates and
Charges" (but only if the rates and charges of thc Combined Public Utility arc reduced below the
rates and charges in effect on the date of issuance of the 2003 Bonds). The information referred
to in clauses (i) and (ii) is herein collectively referred to as thc "Annual Information."
B. The Annual Information described in clause (i) of paragraph A above in
audited form (for as long as the City provides such financial information in audited form) is
expected to be available on or before March 31 of each year for the fiscal year ending on the
preceding September 30. The Annual Information referred to in clause (i) of paragraph A above
in unaudited form (if the audited financial statements are not available or if the City no longer
provides such financial information in audited form) will be available on or before March 31 for
the fiscal year ending on the preceding September 30. Thc City also agrees to provide the
~\w,pbsrv01XSANFORl~422422,~'/xS/19~)3\167g7 011200 23 Res. No. 34-03
Annual Information to each registered owner and Beneficial Owner of the 2003 Bonds who
request such information and pays to the City its costs of reproduction and transmission of such
Annual Information. The City agrees to provide to each NRMSIR and the SID, if any, timely
notice of its failure to provide the Annual Information. Such notice shall also indicate the reason
for such failure and when the City reasonably expects such Annual Information will be available.
C. The Annual Information referred to in clause (i) of paragraph A above and
presented as an appendix to the Official Statement has been prepared in accordance with
governmental accounting standards promulgated by the Government Accounting Standards
Board, as in effect from time to time, as such principles are modified by generally accepted
accounting principles, promulgated by the Financial Accounting Standards Board, as in effect
fi'om time to time, and such other State of Florida mandated accounting principles as in effect
from time to time.
D. If, as authorized by paragraph F below, the City's Undertaking with
respect to paragraph C above requires amending, the City undertakes and agrees that the Annual
Information described in clause (i) of paragraph A above for the .qgea!Fiscal ycaryear in which
the amendment is made will, to the extent possible, present a comparison between the Annual
Information prepared on the basis of the new accounting principles and the Annual Information
prepared on the basis of the accounting principles described in paragraph C above. The City
agrees that such a comparison will, to the extent possible, include a qualitative discussion of the
differences in the accounting principles and the impact of the change on the presentation of the
Annual Information.
\\WPI~rv01X'SANFORDS~422422v0'/~Stlg/03\I6757 011200 24 Res. No. 34-03
E. The City undertakes and agrees to provide, in a timely manner, to each
NRMSIR or to the Municipal Securities Rulemaking Board and to the SID, if any, notice of the
occurrence of any of the following events with respect to the 2003 Bonds, if material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on any reserve account reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) substitution of credit or liquidity providers, or their failure to
perform;
(6) adverse tax opinions or events affecting the tax-exempt status of
the 2003 Bonds;
(7) modifications to rights of Bondholders;
(8) Bond calls (other than scheduled mandatory sinking fund
redemptions);
(9) defeasances of the 2003 Bonds;
(10) release, substitution, or sale of property securing repayment of the
2003 Bonds;
(11) rating changes; and
(12) failure of the City to comply with any provision of its Undertaking,
which in all cases shall be deemed material.
Notwithstanding the foregoing, notice of the events described in clauses (8) and (9)
above need not be given any earlier than the time notice is required to be given to the registered
owners of the 2003 Bonds.
I~=~O-i~01~SANFOP. I~422422v07XS/19/03\I6787.0112~!~ 25 Res. No. 34-03
F. Notwithstanding any other provision of this Resolution to the contrary
regarding amendments or supplements, the City undertakes and agrees to amend and/or
supplement this Section 4 (including the amendments referred to in paragraph D above) only iff
(1) The amendment or supplement is made only in connection with a
change in circumstances existing at the time the 2003 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 operations of the Combined Public
Utility;
(2) The City's Undertaking, as amended, would have complied with
the requirements of the Rule at the time the 2003 Bonds were originally issued after taking into
account any amendments or interpretations of the Rule, as well as any change in cimumstances;
and
(3) The amendment or supplement does not materially impair the
interests of the registered owners and Beneficial Owners of the 2003 Bonds as determined by
Bond Counsel or by a majority of the registered owners of the 2003 Bonds.
In the event of an amendment or supplement under this Section 4, the City shall
describe the same in the next report of Annual Information and shall include, as applicable, a
narrative explanation of the reason for the amendment or supplement and its impact, if any, on
the financial information and operating data being presented in the Annual Information.
G. The City's Undertaking as set forth in this Section 4 shall terminate if and
when the 2003 Bonds are paid or deemed paid within the meaning of the 1988 Resolution.
~o~^n~o~,os~m2,o~w~o~t,~a?.o.~ 26 Rcs. No. 34-03
H. The City acknowledges that its Undertaking pursuant to the Rule set forth
in this Section 4 is intended to be for the benefit of the registered holders and Beneficial Owners
of the 2003 Bonds and shall be enforceable by such holders and Beneficial Owners; provided
that, the holder's and Beneficial Owners' right to enfome 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 2003 Bonds under this Resolution.
I. The City reserves the right to satisfy its obligations under this Section 4
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 or employees of the
Financing Department to monitor and be responsible for the City's Undertaking hereunder.
ARTICLE IV
MISCELLANEOUS
SECTION 1. Severability of Invalid Provisions. If any one or more of the
covenants, agreements or provisions of this Resolution should be held contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separate from the remaining
covenants, agreements or provisions, and shall in no way affect the validity of any of the other
provisions of this Resolution or of the 2003 Bonds.
\\wi~-atvOI~SAl~JORDS~A22ti22vOTx$l19103\I6787011200 27 Res. No. 34-03
SECTION 2. Preliminary Official Statement. The City is hereby authorized to
distribute a preliminary official statement in connection with the 2003 Bonds~
electronic distribution thereof. Prior to such distribution, the Mayor, City Manager, Finance
Director or Treasurer is each hereby authorized to deem such preliminary official statement
relating to the 2003 Bonds "final" within the meaning of the Rule as of its date, except for
certain "permitted omissions" as defined therein.
SECTION 3. Further Authorization.. The Mayor, Vice Mayor, City Manager,
Finance Director, Treasurer, and City Clerk, and other proper officers of the City are, and each of
them is hereby authorized and directed to execute and deliver any and all documents and
instruments and to do and cause to be done any and all acts and things necessary or proper for
carrying out the transactions contemplated by this Resolution.
SECTION 4. Effective Date. This Resolution shall take effect immediately
upon its passage.
PASSED AND ADOPTED in regular session on this the 17th day of June, 2003.
[SEA ]
Attest:
Cit~ Clerk
CITY OF DELRAY BEACH, FLORIDA
\\Wlib-~wOIXSANFORDS~422422v0'/XS/19/03116787011200 28 Res. No. 34-03
The foregoing resolution and the form of Bonds therein contained are hereby
approved by me as to form, language and execution this the 17th day of June, 2003.
/~,. City Attorney
x~,~-~o~NFo~s~42m2~o*w~o~x,6*87.om0o 29 Res. No. 34-03
MEMORANDUM
From:
David T. Harden, C_ity Manager
Joseph M. Saffo'~;~'ector of Finance
Subject: Resolution # 34-03, and 35-03
Date: June 9, 2003
We have attached for Commission approval Resolution# 34-03 and #35-03. A brief
description of each resolution is as follows:
Resolution #34-03
Resolution #34-03 authorizes the issuance of not to exceed $13,500,000 in Water and
Sewer Refunding Bonds. The proposed bonds will be issued for the purpose of
refunding or refinancing all or a portion of the City of Delray Beach Water and Sewer
Refunding Bonds, Series 1993 A and B, and the City's outstanding Water and Sewer
Refunding Bonds, Subordinate Series 1999; and to provide the terms and payment for
the bonds.
Resolution # 35-03
Resolution # 35-03 authorizes the negotiated sale of City of Delray Beach Water and
Sewer Revenue Bonds and to provide certain matters that need to be met in order to
effectuate the sale. The parameters are 1 .) the true interest cost does not exceed
3.75% per annum, 2.) the Underwriter's fee or discount paid is not more than $6.00 per
thousand of the original principal amount of the Bonds, 3.) the principal amount does not
exceed $13,500,000, 4.) the final maturity of the Bonds does not extend beyond October
1,2008 and 5.) the net present value savings for paying and defeasing a portion of the
Refunded Bonds shall not be less than three percent (2.5%). The resolution also
authorizes the Mayor, or in his absence, the Vice-Mayor, to execute the documents to
effectuate the sale if these parameters have been met.
Resolution #35-03 also authorizes the form of the preliminary official statement,
appoints a paying agentJregistrar, escrow agent, provides for an insurance policy, and
allows proper officers of the City to do all things necessary or advisable with respect to
the sale.
Total net present value savings, which takes into consideration the time value of money,
is estimated at $564,000 or over the term of the bonds or 4.45% of the refunded bonds.
A presentation from Public Financial Management, the City's financial advisor, will
precede the motion to approve the above referenced resolutions; PFM will explain the
background and discuss expected results relative to refunding or refinancing of the
City's prior bond issues.
We recommend Commission approval of the resolutions referenced above.
Request to be placed on:
x Regular Agenda
When: June 1 2_~
Agenda Item No.:
AGENDA REQUES~
Date: June 10, 2003
Special Agenda
Workshop Agenda
Description of agenda item (who., what, where, how much):
Approve Resolution # 34-03 which authrizes the issuancm nf.n~ ~n ~ $!3.~99.09
in Water and Sewer RefundinK Bonds. Apprnvm ~.nnl,,~tnn # 35-0~ authcrizing
set terms thereof.
ORDI~dCE/~$0LUTIO~)~IAEQUIRED: ~NO Draft Attached:B/NO
.Recommendation: Recom~nend approval of Resolution
Determination of Consistency wi~omprehensive~lan:L
City Attorney Review/ Recommendation (if applicable):
Budget Director Review (required on all items involving expenditure
of funds):
Funding available: YES/ NO
Funding alt~rnatives:
Account No. & Description:
Account Balance: ~
(if applicable)
City Manager Review:
ApprovedHold Until: for agenda: ~/ NO ~
Ag%nda Coordinator Review:
Received:
Action:
Approved/Disapproved