262-39 0RDIIf~CE ~0. ~
227 0RDI~',~ C~ OF .... ~I~ COU~CIL 0F THE CITY 0F DELSEY
~ qU~LI~ ZED ELECTORS T~%REIZ';, TO ~IT~R ~i;ROVE OR DIS~PROVE
THE ISSUe;CE OF REFD~DII';G ;~0I';DS Ui'~ %~!% TE~.% 0F A CERTAIN
220I~0S~ SET FOR~t HEREI~,~.
bStEREAS, an emergency exists in the City of Delray
Beach, Florida, due to the fact that a large portion of the
bonded debt of said City is ir. default, and on account of
such condition, the City Council of said City has been unable
to levy any tax for the year 1938 on that portion of the
present City of Delray Beach which was formerly the City of
Delray, other than a tax v~hich would be excessive, unreason-
able and exhorbitant.
~-D i,!HEREAS, due to such condition of the ss id bonded
debt the City has been unable to collect taxes for the year
1938 on a large portion of the prof~:,erty ~,vithin said City, and
as a result thereof the City is unable to meet its operation
and bond service obligations.
AND ?J~tEREAS, it is necessary to effect a refunding
of the bonded debt of that portion of the present City of Del-
ray Beach which %ms formerly the City of Delray in order to
be able to levy a tax for the year 1938 which will not be
excessive, unreasonable or e:c. horbit~nt.
DD~ 7,~IER~S, the City Council in ~ursuance of the
general laws of the State of Florida and of the Charter of the
City of Delray Beach, Florida, has entered into an agreement
vrith a fiscal agent for the purpose of refunding; the bonded
debt of that portion of said City lying West of the Florida
Coast Line Canal which said agreement is as follows, to-wit:
THIS J~~. nede and entere~ into t~l. ~._~ ~ ,d,~ of
~ ~. ~ A. D. 19~9~ by and between TB~ 2. C~ · COMP~Y~ a
cor~ration, (he~e~after referred to as 'First Pa~y')~d CITX OF DEUX
S~CH, FLO~A~ ~ ~d ~ro~h the City C~uci~ of City of ~lrey
(here[namer somett~z referr~ to as "Second Pa~y' a~ sometiae~ referr~
to as ~the City~)1 W~H~I
~~, the foyer City Of DeLray as well as its
m~iei~lity, the said City of ~iray Beach~ ~ here~fore ies~d,
~d delivered various m~icipal ~nds a~ interest coughs of which ~e~
~e mow outs+~d~ ap~oxi~ately ~e Million ~nd T~mty ~o~and
($1.~0.~.~) principal ~o~t off ~s, ~d Four ~red ~d Fi~y
Thousand (~0:-~-~) Doll.s ~st due in~re~t co~s ~d/gr aecr~d
in,rest on ~st due princi~l amo~t of bonds, computed to ~y 1,
a~
~~~ First Party repres~ts the h~lders of a s~e~ntial
~rtion of th~ outst~di~ ~ds of ~eeond P~ty, and ha~ assured Seco~
Party that a reazona~ie ref~l~ progr~ will ~ acceptable to the o~ers
of a ~Jority ~f ~e ~nds of Second P~ty~ ~d
W~~ See~d Party deems it advisable and to its best
to des~na~ a Fiscal ~ent fo~ the sole and ~cl~ive p~se of ref~ding
its de~ str~t~e~
~, TH~~, in eons~eration of the s~ of ~ ~11~
paid by each ~rty hereto to the other, receipt of which Is hereby
ae~owledged, ~nd in f~ther consideration of the mut~ ~fits flowing
to ~e ~rties hereto, it ~is ~re~y mut~lly agre~ as
Section 1. The ~cipal of ~e bond~ now outet~d~g, ~'he~er
or n~t ~rg~ into J~ga~ts, shalX:~ ~e~ ~ the A~e~ ~ exeha~e
thereffor, of a like face ~o~t of ref~d~ bonds,. 8~ries ~A~, to ~e
~d legally authori~ by the City.
~etion ~. (a) ~t said ref~d~ Oonds, Series SA', shall
iss~d by pro~r a~io~ of the ~econd P~ty, executed in the ms.~er re-
quired by law, and piac~ in e~erow wi~ such b~ as ~y ~ designated
the ~irst Pa~y, ~er ~nstr~tione from Second Party, ~at same
~nds, Series 'AS, sh~l ~ delivered u~n the o~er of First Party, to
holders of %he mow outstanding bonds, whether or not merged into judgments,
described in Section 1 hereof ~nd in exchange therefor, on the ~.sis of par
for par for principal a~ount.
(b) ~aid Reft~ding Bonds, ~ertes IA", shall be each ia
the denomination cf $1,000.00, shall be dated July i, 19~8, and shall mature
July 1, 1968 and shall bear interest payable semi-annually at the following
ratea~
One ~er cent (1%) per annu~ for a period of one (1) year froa date thereof~
One a~d One-half per cent (1~) per amnma for the next suceeedi~n~_ ~ne (1) year!
Two per cent (~%) per annu~ for the ~e~t succeeding fi~e (~) yeare~
Two amd One-half per cent (~) per a~ua for the next succeed!~ five (S) years!
Three per cent (Z~) ~r annu~ for the next succeeding five (S) years~
Four ~er cent (4~) pe~ amuu~ for the next ~ucceeding five ($) yeare~
Five per cent (~) per annu~ thereaffter until the ~aturity of sa~d
funding bonds.
(e) ?h, Refunding Bond~Series ~A', shall be callable
et par upon any interest payment date prior to ~at~mity. If the option to
cal~ the bonds ~rior to maSurity i$ u~ed, it ~hall be exercised in the
lowing manner ~
The bonds sh~li be drawn by lot ~y the 2ovsrning authority of the City
of Delray ~ach, and the respective lots ~hal~ co~[et of ~11 of the the~
outstanding ~onds. Motice of rede~ption, s~ecifying th~ bonds c~!&ed, shall
be filed at the place where the ~rincipa~ am~ iuterest of said Ref~mding
0onds, Series #A", are payable at ~aast thirty ($0) days prior to ~uch re-
de~ption date. ~otice of intention to redeem ~aid Oonds shal~ ~e published
once, not ~ore than sixty (60) days, nor le~ than thirty (~0) days prior
to the redemption date, in at least t~o (2) publications, one of which shall
be a newspaper having general circulation in Pats Beach County, Florida, and
the other shall be a financial journal published in the City of taw York,
State of ~ew York.
Section ~. (a) Provisio~ i~ made that all tawes ~evied by the City
for the ye,re 1957 and Subsequent shall be payable in legai tender only.
The City intends to adjust the amounts due on acco~vxt of delinquent ~axes
flor the years 19~ and prior, and special assessment ~iens. in a manner
which i~ designed to result in a collection of the reasonable mazi~u~ equity
there,.
(b) Aa a part of the refund~ pla~ it is provided that
the evidences of all interest accrued to July 1, 19S8, whether represented
by [mterest coupons or accrued interest on latured ~onds a~ w~ther or not
merged into Judglents, shall be deposited in escrow with such ~ank, as
escrow agent, es ~sy be designated by First Party against which escrow the
said eBcrow agent ~.ha~LL issue Certificates of Deposit in the ma~e of the
owners of the equity thereof, said certificates to identify the a~ount of
interest accruals evidenced thereby.
The Certificates of De~osit, so i~ued by the escrow agent, shall
Be in assignable for~, subject to the right of transfer, and assignment at
the expense of the particular Certificate holder but said Certificates of
Deposit shall not be negotiable. The enid escrow account shall be main-
rained for a :~eriod of two years fro= January 1, 19~9. At the expiration
of the said two-year period, the said escrow shall be considered closed.
As proceeds of the collection oF. said. adjusted taxes or special
assessment liens and interest thereon, as set forth in "a" of this Section,
are available, then, u~on maid particular proceeds ~eimg reaitted to the
escrow agent shall reduce the aaount owed by the said City under the escrow,
at the ratio of $1.00 of such indebte~Luess for each SO~ paid by the C~ty to
the saLd escrow agent dur!~ the, year, 19~9, a~d at the ratio of ~i.00 for
each SS, paid by the City during the year, 1940~ thus, effectt~g pro tamto
payment and discharge at ~0, on the dollar of the indebtedness liquidaSed
during the year, 19S9, e~d at S.~, on the dollar on such indebtedness liqui-
dated during the year, 1940.
All of said aoney so received hy the escro~ agent ehal~ be held
by ~t until the e~crow shall be c~osed. At that tiaa, the =oneys ~vaila~le
shall be prorated among the owners of outstanding Certificates of Deposit
representing interest in said escro~ account and s~id funds she21 be paid
by said escrow agent to said Certificate holders wi~h proper and reason-
able deductions being ~ade by said escrow agent for handling the escrow
account.
The owner of amy such Certificate of Deposit =ay sell ~:Ls equity
therein during the firBt year of said escrow period direct to the City st
a price of less than ~0~ on the dollar of the a~ount represented thereby
and effect a~ assigm~ent thereofl a~d dur~ the second year of said escrow
period, a pries of les~ than ~ on the doi~ar of the amount represented
by such Certificate of Deposit and effeet~ag an azsignaent thereof.
T"Be City upon the delivery to it of any such a~etgned Certift-
cate of Deposit so purchased, by the City shel£ imme~iately forward such Certi-
ficate to the escrow agent for c~ncellation by such escrow agent amd to ef-
fect a reduction of the amount owed un, er the escrow by the amount represented
by the said Certificate of Deposit ~.o assigned a~d delivered and the said
Certificate of Deposit so forwarded to said escro~ agent shai~ be c~ncelled
by enid escrow' agent and the item~ represented 0y said Certificate of Deposit
shell likewise be cancelled and sent to the City in due course of business.
Immediately after the escrow ham been closed, the escrow agent
s~ (1) ~alauce the said escrow account, (~) determine the prorate intakes%
therein of the owners of the respective Certificates of Deposit then out-
sta~ding; (~) apply in prorated payments the su~s received from the
here ina bove provided for~ (4) notify the City (a) of the gross amoun% still
represented by the escrow after ~uch pro rata a~pllcations have been made
and (~) of the amounts still re~resented in the escrow ~y the individual
certificates. The City ~hall then i~mediately ~a~e al2 steps necessary to
validate its Refunding Bo~ds, Series *B', in an amount sufficient to cover
the said remainL~ balance represented ~y the escrow! a~d, upon the issuance
of such refunding ~onds, ~eries ~B', the same shaJ~ be transmitted to the
said escrow agent for delivery ~y it ~o the o~nsrs of Certi~ileates of Deposit
so remaining outstanding. At delivery, prov~si~n eha~l be made for the
payment of interest on said Refunding ~onds, ~eries 'B~. Said Refunding
Bonds, Series eh", ~o to be delivered shal~ ~ear ~ate of July i, 1940!
shall nature ~uly 1, 1~8~ be in th~ same fora and coat,in covenants as ~f
they were a ~art of the issue~ of Refunding Bonds, Series 'A~, dated ~uly
19~8~ bear interest at the identical rates specified to be paid froa July
19lO, on the said Refunding ~onds, Series 'A~ of Ju~y ~, 19~8~ be in such
denominatio'~s a~ ~ha~i ~e necessary to de~lver bonds to the respective
Certificate holders in multip4es of $1,~, with ~dd amount ~onds provided
for any balances less than $1,000.00 du~ ~ny particular Certificate holder.
The Cert~ficates shall be surrendered to the escrow agent upon delivery of
the said Re~ding ~nd~, Series *B*; ~nd Said Certificates, as ~eil as all
of th~ evidence~ of accrued interest represented by the e~id Certificates of
Deposit, shall thereupon be c~ncel£ed end the said evidences of accrued
interest shall ~e sent to the City.
SeCtion 4. For the purpose of adequately providing for the payment
of the ~nterest on all said refunding bonds and for ~he creation
f~ad for ~e re~ireme~t of all said refunding bonds~ the City for the fiscal
year 19Z8-9 shall levy a debt service tax of not lees than $$0,0~0.00 for
re1~unding bonds and for the fiscal ye~r 1939-~0 shall levy a deb~
tax of no~ less '~han ~S?,~0 for ref~mdtng bonds. Thereafter. ~he City shall
e~ for debt service a ~llla~;e ~?hlch will be $~ficien~ to raise s s~u of
at least eGual to She interest ~D~e 1~ s,~c~, fiscal year if 60% of the levy
collected in such fiscal yesr. If, however. ~he percenZa~ of oollee$1on
for the ~rior fiscal year, up ~o ~he ds~e of ~$he le~ (ac% including
estimate of eoil~%lons al%er ~he levy is ~de). is less th~ 6~. the
levy shall ~e bese~ on '~he coll~ibill~y of such less percentage. ~r the
fime~l year la which ~he sew ~ds sh.~l ma~e. ~he Cl~y sh~l levy ~
i~ such ~o~ as shell be s~fielea%. ~sge~her wl~h sl~iag f~ds ~hen
h~d. ~o pay such ~oads upon the~ ~a~l~y. Saeh ~azes sh~l be l~led
~d com~)u~ed ~a ~he ex~eaded and fia~ eq~zed w~ua~loa of alt ~ro-
~erZy subJe~ to ~atlon wl~h~ She City. excluding ~he old ~own of
Beach.which ls ~ow a per~ of ~he Cl~ of ~lr~ Beach. Florida. The
so levied shall be i~ addl~ion ~o all o~her Z~es levied by ~;he City
~he ~proceeds shall be ke~t i~ ~ special ~r~d ~d used excl~lw~y for ~he
p~pose for which ~he s~e ere levied.
See~loa 5. If at any tl~e ~here l~ $5.000.00 o~ acre l~ ~he
f~dl~L~ ~td Interest ~a Sl~i~g ~d Aceo~ over [~d above ~he ~()~t~ of
She aezt i~terest requir~nt. ~he said f~d sh~l be ~ed by the City,
after givl~ reason~ble public notice of l~$ iR~lo[~, for ~he p~oose of
p~rehasiag ref~dlng bonds of the issues contemplated herein, which p~.u'c~ases
sh~ll be ~de i~ the foklo~lng ~a~aer: The City sh~l desi~ate ~:~ d~',te at
~h,~.eh ~[me it wilt reeei~ sealed tenders of bonds of ~he re~di~Ag issues
herein au~horized. ~d act u~oa such ~derm ~ op~ session. The ea~lre
aw~ilmble s~pl~ for the retlre~"~ea~ of ~ shall be used ~o p~chase bonds
offered by such t~ders at ~he lowest ~lc~; ,provided. hoover, th~ if ~he
said City be dlss~tisfied with ~y or all t~ders th~ received. It shall
have the option to reject ~ or ~1 of m~me, ~d. within thirty-one
day~ sfter such reJectio:~. It shal~[ resdwertlse for mddition~l sealed Sand.s
In the s~e m~nner as hereinbefore p~wlded, and shall p~hase She b~ds
off.ed at 2he lowest prlee~ u?on ~uch readwe~$1se~aent, absorbing all s~-
~[~ f~ds available i.,~ ~he Eef~dl~g Bond ~eres$ ~d Sinking F~d
~d, pr~:~vlded f~ther that following each resp~tlve ~der date said Cl~y
~y privately p~chase additioa~ bonds wl~h subsequent s~pl~ accumulations
~ long as private p~ehases ~y be ~de upon s~h basis as will show
~r higher ~eome yield than ~he highem~ yield e~e~ated on bonds p~chased
responsive to tempera ~eeelve~ at ~he last preceding ten,er ~ate. ~
that no offe~l~ o~ be ob~alned at or below ~he '°~lable p~lee~ ~he
shall proceed to oa4~ oon~s ~y lot.
Section 6. T~at re~diag ~nds propos~ to ~ issued here~der
shall be i~ued a~ continuations, ex~nsionm, ~ergers, ~ renewals of the
indebte~ezs propos~ to be relied and have th~ identical tax base aa ~e ..
said original ~nds, and ali righta ~d remedie~ ~hl~ ~ere aw~i~a~e
the support and enforcement of the original bonds, shall contin~ ~ remain
available for the sup~rt ~d enforcement of ~ ref~l~ oo~s when iss~d~
and ah~ll ~ i~ued ~der a proced~e which will ~e approved ~y nationally
re~o~ized ~oad atto~eys.
~eotion ~. That Second Pa~y will ta~e all actionz deemed %o '~
neaessary in carryi~ o~ the r~fir~cin~ program herein authorized to t~
end that the bond~ to he i~ued will ~e general oDll~tions of the Second
Pa~y a~d contain a pledge of' the full faith and cr~it of the Second Pa~y
for the prom~% gay~ent of' priacipr~l an~ in%crest on said re~'~d~g
according to the tenor, to ~e zame extent and ~ith Like ~orce and effect
th~ ~nds re~'~ded.
Se=rich 8. Said rei~unding ~nds, Series "A· and "B", sh~l each
al~o provide ~t upon a default in th~ payment of ~terest on said ~-
f~d~ ~o~td~, then, up~ the declaration in ~riting filed with 6eeon~ P~ty~
by ~h~ holders of at least forty (4~) per cent. In pria~i~l ~o~t of the
Reft. lng B~dz outstand~g u~n the happening off' ~uch def*auit, ~aid ~-
f~d~ng Bon~6 shali~ at the option of the rezpeetiv~ holder~, reve~ %o ~e
or~in~l interest ra+~ of the securities ex,hanged therefor~ hut such re-
version sh~ll only ~ effective f~om the date to which interest had been
on s~d Ref~ding Sond~ prior to ~he date of the ~7ii~' of the declaration
of ~tention to exercise su~ opti~, and, if' the right to the higher intere~%
rate accrues, %he hiffher rate o6 in'~rest ~ill ~ evidenced ~ the ~a~er
then )rovided by !~w~ ~VI~,ED, said 'Oond= ~hall no~ revert to %he orig~
interest rate ~les~ th~ fail,e, refuel, or ~e~'ault iz
f~ a peri~ of' ~ix (~) ~ths after its happeni~
Section. ~. The City shall pay att expense~ in co~eotion wi~
the printi~6 ~nd delivery of the ref~din~ o~dm by the exch~ge
and ~h~ll almo ~ve the re~di~ ~nds validated by ~eor~e of the Circuit
Co~ of Pa~ Beach Co~ty, Florida, which decree z~ll ~ aff~ed by ~e
Supreme Court of Florida, ~d sec~ing the approv~ option by a nationally
~owm ~nd at~ey, if proceed~gs ~er the F~eral ~lcipal
~w be neeess~y, ~hey ~ha~ ~ conducted at ~e Cl~s ex~nse.
Section 10. That for a period of three yee.r~ from date thereof
the First Party im appoimted Fiscal Agent for the Second Party and granted
exclusive authority to act for and on behalf of the Second Party in ali
matters connected with or relating to the adjustment and/or refundirAg of
hereof the First Party has obtained the consent ~f the holders of sixty-
seven (6?%) percent or more of the outstanding bonds of the City; provided,
however, th,~t during such ?eriod First Party shall make diligent effort at
all times to refund all of the bonded indebtedness hereinbefore described,
and the First Party agrees that it will make full and complete reports as
to th~. progress of such refuudin~ program mud as. to the efforts being made
by First Party in connection there:;ith at ~ny time on demand of the Second
Party.
Section 11. That during the life of this contract if any of
the outstandLug indebtedness subject to rel'unding, shall be presented for
~ayment, or suit shall be instituted thereon, or in respect thereto, Second
Party agrees that First Party will be notified before any terms of settle-
ment az-e agreed upon between the Second Party and creditors making demands
for payment.
Section 12. That the parties hereto will Jointly use their best
efforts to induce holders of the ~resently outstanding indebtedness herein-
before described, to ~rticipa%e in the refunding program$ and, during the
life of this con%tact the plan herein set forth shall constitute the ex-
clusive re.funding program Z~or said Second Party~ that, during the Life of
this contract, whenever ~nd as often as the Fiscal Agent shall request in
writin~ to be info~'med as to the fine. ncial afl'airs of the Second Party, such
as to the amount of tax. levies, collections, or delinquencies, the amount of
bonds issu~d, outstanding or retired, or the statue or amount of Interest
or Sinking funds, Second Party agrees to furnish such information prom?tiy;
and to give co~side~'ation to any recommendation of the fiscal agent with
regard to such financi~l affairs.
Section 1~. That First Party shall be reimbursed and compensate~
for expenses incurred and services rendered respectively in connection here-
with in the followir~ manner~
By aeseasing charges against ~ecurity holders who accept refunding bond.~
under $.h~ ter~ hereof, the amount of said charges being a matter wholly
between the First Party and the security holders who accept said refunding
bonds, with the exception of one-half of one per cent to be borne
by ~he City of Delray Beach on actual bonds refunded.
'F
IN WITN~S ~HEPJ~O , First Party ha~ executed this instrument in
~u~ltoat~, ~er its h~nd ~nd s~ai, ~d S~co~d ~erty has caused thl~
~str~t to be ex~cut~d in du~licate
pro~er re~olution, ~nd ha~ ca.ed the same to ~e ~igned ~y %h~ Mayor and
mamoers of City Co~cil of the City
e~y .~ach, ~lorid~ and %h~ir
~!~nature~ ~tte~t~d by the City Oler~ of ~aid City~ with e~ai duky aff~ed,
At~st~ THO~S
(s~)
Attest~ CIT~ OF DE~i~AX ~CH, F~R~DA
~ ~. e~, ~.j ~, _d~.~,' // ..................
City Clerk ' ~~ ~. ~'~r
.~- ~ ~,.~.,~ ......................
' O~A~-~o~e~. -- ~ ...........................
AND V~LEREAS, the City Council desires to submit the
question of the a,?_oroval or disaaproval of the issuance pur-
soant to the terms of said agree?~ent of such refunding, bonds,
to the vote of the qualified electors of the City who are
freeholders therein.
NO~V, THERE~0RE, BE IT 0~:~IiED by the City Council
of the City of Delray Beach, Florida, as follows:
SECTION 1. A special election is hereby called
for Tuesday, February ~1, ~. D. 19.59 for the purpose of
allowing the qualified freehold electors of said City to approve
or disapprove the issuance of refunding bonds under the terms
of the agreement as set forth above.
SECTION ~. Ail registered electors of the City of
Delray Beach, Florida, who are freeholders in that portion of
the present City of Delray Beach ~,~hich v~as for~.~erly the City
of Delray, shall be qualified to vote at said election.
SECTION Z. Said election shall be held at the Fire-
man's Hall in the City of Delray Beach, Florida between the
hours of 8 o'clock A.~.~· and 6 o'clock P. ~I. on Tuesday,
February 21, A. D. 19.59.
om~TI0~ ~. That the official election ballot shall
be in ~.~ords as follows, to-~vit:
Shall the City of De!ray Ben-ch, Florida, refund its
bonded indebtedness in accordance v?ith that certain agreement
dated January ~, A. D. 1959, now on file with the City Clerk
and published in the Delray Beach News, issues of February
10th and 1Vth, 19.59.
~ark ]~ to indicste your preference.
! ·
' YES '
! '
,
!
' NO
, !
SECTI01~ ~. This is an emergency ordinance and shall
t~ke effect upon its passage on second reading.
P~SSE~ o~ SeCond reading ozt this the~ day
of Febmuery, ~. D. 1939.
Attest: ~_