Res 58-97 RESOLUTION NO. R 58-97
CITY OF DELRAY BEACH, FLORIDA
SUPPLEMENTAL WATER AND SEWER
REVENUE REFUNDING BOND RESOLUTION NO. 58-97
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $17,000,000
IN INITIAL AGGREGATE PRINCIPAL AMOUNT
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE BONDS
SERIES 1997 A
Adopted August 19, 1997
WPBISANFORDS/16395~/355bOI!.DOCJSl14/97/16787.010500 Res. No. 58-97
TABLE OF CONTENTS
ARTICLE I Statutory Authority, Findings, Incorporation by Reference 'and Certain
Definitions ................................................................................................................................ 5
Section 1. Authority of this Resolution ................................................................................ 5
Section 2. Findings ................................................................................................................. 5
Section 3. Incorporation by Reference ................................................................................ 8
Section 4. Original Resolution and this Resolution Constitutes Contract ...................... 8
Section 5. Certain Definitions ............................................................................................... 8
ARTICLE II Authorization of 1997 Bonds and Bond Forms ..................................................... 11
Section 1. Authorization of Bonds and Purpose ............................................................... 11
Section 2. Form of Series 1997 Bonds ................................................................................ 11
ARTICLE III Terms and Details of Series 1997 Bonds, Application of Series 1997
Bond Proceeds and Additional Covenants ......................................................................... 30
Section 1. Term and Details of Series 1997 Bonds ........................................................... 30
Section 2. Application of Series 1997 Bond Proceeds ...................................................... 30
Section 3. Covenants of the City ......................................................................................... 31
Section 4. Rule 15c2-12 Undertaking ................................................................................. 32
ARTICLE IV Miscellaneous ........................................................................................................... 37
Section 1. Severability of Invalid Provisions ..................................................................... 37
Section 2. Preliminary Official Statement ......................................................................... 37
Section 3. Further Authorization ....................................................................................... 37
Section 4. Effective Date ...................................................................................................... 38
Res. No. 58-97
RESOLUTION NO. R-58-97
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 A SIXTH SERIES OF WATER AND SEWER REVENUE
BONDS DESIGNATED AS WATER AND SEWER REVENUE
REFUNDING BONDS, SERIES 1997 A, IN THE INITIAL AGGREGATE
PRINCIPAL AMOUNT OF NOT EXCEEDING $17,000,000 FOR THE
PURPOSE OF ADVANCE REFUNDING ALL OR A PORTION OF THE
CITY'S OUTSTANDING WATER AND SEWER REVENUE BONDS,
SERIES 1991 B; 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
(thc "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 thc
issuance of its Water and Sewer Revenue Bonds, Series 1984 (the "1984 Bonds"); and
WHEREAS, thc 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"),
Res. No. 58-97
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 --
WHEREAS, 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 (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 (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
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 $30,000,000 Water and Sewer Refunding
Revenue Bonds, Series 1993 A (the "1993 A Bonds") for the purpose of paying and refunding a
portion of the 1988 Bonds, and a portion of the 1991 A Bonds; and
W~B/$ANFORDSJI63955/355b01!.IX)C/8/14/97/16787.010500 -2= Res. No. 58-97
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
'WItEREAS, 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
WltEREAS, the City Commission now deems it necessary and desirable and in
the best economic interest of the City to advance refund all or a portion of the 1991 B Bonds (the
1991 B Bonds so advanced refunded being herein referred to as the "Refunded Bonds") through
the issuance of City of Delray Beach, Florida Water and Sewer Revenue Refunding Bonds,
Series 1997 A in the initial aggregate principal amount of $17,000,000 (the "1997 Bonds"); and
WHEREAS, the 1988 Bonds, 1991 A Bonds, the 1991 B Bonds which are not
being advance refunded, if any, the 1993 A Bonds and the 1993 B Bonds, are, collectively, called
the "Prior Bonds"; and
WHEREAS, the City Commission hereby determines that the 1997 Bonds shall
be on parity with the Outstanding 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 Combined Public Utility, and in all other respects, except as provided herein
or in the 1997 Bonds; and
WHEREAS, effective July 3, 1995, Rule 15c2-1.2 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 1997 Bonds, unless the issuer, which
W'PBISANFORDS/163955/355bOl!.DOCJg/14/97/16787.010500 -3- Res. No. 58-97
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:
WPB/SANFOILDS/163955/355b01!.DOC/8/14/97/16787.010500 '4- Res. No. 58-97
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 amended 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, determined 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.
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 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 1988 Bonds, heretofore 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"), and the 1991 A Bonds, 1991 B Bonds, 1993 A Bonds and
1993 B Bonds (as such terms are herein defined).
WPB/SANFORDS/163955/355b01!.DOC/II/14/97/16757.010500 -5- Res. No. 58-97
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 (the "1993 A Resolution"), authorized 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, the 1991 A Resolution, the 1991 B Resolution, the
1993 A Resolution and the 1993 B Resolution, as such resolutions may be amended and
supplemented from time to time, shall be, collectively, referred to as the "Original Resolution".
I. That the 1988 Resolution in Section 4.G of Article III of Part I provides for the
issuance of pari passu additional bonds, under the terms, conditions and limitations provided
therein.
J. That the 1988 Bonds, the 1991 A Bonds, the 1991 B Bonds, if any, remaining
outstanding after the issuance of the 1997 Bonds, the 1993 A Bonds and the 1993 B Bonds are
herein referred to as the Prior Bonds.
WPB/SANFORDS/163955/355b01!.DOO8/14/97/16787.010500 -6- Res. No. 58-97
K. That the City is authorized to issue the 1997 Bonds as pari passu additional
bonds within the terms, conditions and limitations provided in Section 4.G of Article HI, Part I,
of the 1988 Resolution.
L. That a portion of the proceeds derived from the sale of the 1997 Bonds shall be
used to pay and defease the Refunded Bonds.
M. 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 1997 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.
N. That the principal of and interest on the 1997 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
1997 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 1997
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. -
WPB/SANFORDS/163955/355b01!.DOC/8/14/97/16787,010500 -7- Res. No. 58-97
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 1997 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 1997 Bonds all of which shall be of
equal rank and without preference, priority, or distinction of any of the 1997 Bonds over any
other thereof, except as expressly provided therein and herein.
SECTION 5. Certain Definitions.
A. "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 1997 Bonds (including persons holding 1997
Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of
any 1997 Bonds for federal income tax purposes.
B. "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:
W~B/$ANFORDS/163955/355b01!.DOCd8/14/97/16787.010500 '8- Res. No. 58-97
Bloomberg Municipal Repository
Post Office Box 840
Princeton, New Jersey 08542-0840
Intemet address: Munis~Bloomberg.com
Telephone: (609) 279-3200
Fax: (609) 279-5962
Contact: Dave Campbell
Thomson NRMSIR
Attn: Municipal Disclosure
395 Hudson Street, 3rd Floor
New York, New York 10014
Intemet address: Disclosure~Muller. com
Telephone: (212) 807-5001, (800) 689-8466
Fax: (212) 989-2078
Contact: Thomas Garske
Disclosure, Inc.
Documents Augmentations/Municipal Securities
5161 River Road
Bethesda, Maryland 20816
Intemet address: Sherfi.sewalt@Disclosure.com
Telephone: (301) 718-2390, (800) 638-8241
Fax: (301) 951-1366
Contact: Barry Sugarman
Kenny Information Systems, Inc.
Attn: Kenny Repository Service
65 Broadway, 16th Floor
New York, New York 10006
Telephone: (212) 770-4595
Fax: (212) 797-7994
Contact: Joan Horai
Moody% NRMSIR
Public Finance Information Center
99 Church Street
New York, New York 10007-2796
Telephone: (800) 339-6306
Fax: (212) 553-1460
Contact: Claudette Stephenson
W~SA~O~S/~9~$~,.r,OC~t~6~.O~O~ -9- Res. No. 58-97
Donnelley Financial
Municipal Securities Disclosure Archive
559 Main Street -
Hudson, MA 01749
Intemet address: Sspotldll~rrdfin.com
Telephone: (800) 580-3670
Fax: (508) 562-1969
DPC Data, Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Intemet address: nrmsir~dpcdata, com
Telephone: (201) 346-0701
Fax: (201) 947-0107
C. "Rule" shall mean Rule 15c2-12Co)(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.
WPB/SANFORDS/163955/355bOI !.iX)C/8/14/97/16787.010500 - 1 O- Res. No. 58-97
ARTICLE II
AUTHORIZATION OF 1997 BONDS AND BOND FORMS
SECTION 1. Authorization of 1997 Bonds and Purpose. Subject and pursuant
to the provisions of the Act, this Resolution and the Original Resolution, the City hereby
authorizes its ~ixth series of Bonds to be issued pursuant to the terms and provisions of the
Original Resolution and this Resolution to be known as "Water and Sewer Revenue Refunding
Bonds, Series 1997 A," in the initial aggregate principal amount of not exceeding Seventeen
Million Dollars ($17,000,000) (herein referred to as the "1997 Bonds" or the "Bonds';), for the
purpose of paying and defeasing all or a portion of the 1991 B Bonds (such amount being herein
referred to as thc "Refunded Bonds").
SECTION 2. Form of Series 1997 Bonds. The text of the 1997 Bonds shall be
of substantially the following tenor, with such omissions, insertions and variations as may be
necessary and desirable:
WPWSANFORDS/163955/355b01 !.DOC/g/14/97/16787.010500 ' 11= Res. No. 58-97
(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 with certain provisions applicable to a
Capital Appreciation Bond or a Capital Appreciation
and Income Bond as indicated)
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE REFUNDING BOND
SERIES
Interest Maturity Dated
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
WPB/SANFORDS/163955/355b01LDOC./8/14/97/16787.010500 '12- Res. No. 58-97
paying agent (said 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 and 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 successor Registrar being herein called the
"Registrar") at the close of business on the fifteenth day 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; provided, however, that if such fifteenth day is a Saturday, Sunday or holiday, then to
the registered owner and at the registered address shown on the registration books of the City
maintained by the Registrar at the close of business on the day next preceding such fifteenth day
which is not a Saturday, Sunday or holiday (the "Record Date"); prOvided further, 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 $1,000,000, be transmitted by wire transfer to the Holder to the bank
account number on file with the Paying Agent as of the Record Date. Such interest shall be
payable from the most recent interest payment date next preceding the date of authentication to
which interest has been paid, unless the date hereof is an ~ 1 or ~ 1 to which interest
has been paid, in which case from the date hereof, or unless the date hereof is prior to
, 19_, in which case from , 19_, or unless the date hereof is between a
Record Date and the next succeeding interest payment date, in which case from such interest
payment date; provided, however, that if and to the extent there is a default in the payment of the
WPB/SANFORDS/163955/355bOlLDOCIS/I,~/97/16787.010500 -13- Res. No. 58-97
interest due on such interest payment date, such defaulted interest shall be paid to the persons in
whose name Bonds are registered on the registration books of the City maintained by the -
Registrar at the close of business on the fifteenth day prior to a subsequent interest payment date
established by notice mailed by the Registrar to the registered owner not less than the tenth day
preceding such subsequent interest payment date. The Principal Amount and accrued interest
thereon is payable in any coin or currency of the United States of America, which, on the date of
payment thereof, shall be legal tender for the payment of public and private debts.
,~s^~o~s~,s~ss~s$~o~.rx~c,s~,,~s~.o~osoo - 14- Res. No. 58-97
[THE FOLLOWING IS APPLICABLE TO CAPITAL APPRECIATION BONDS ONLY]
No. $ '-
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE REFUNDING BOND
SERIES
Interest Maturity Dated
Rate Date Date CUSIP
Registered Owner:
Principal Amount: $ per $5,000 Amount Due at Maturity
Amount Due at Maturity:
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 presentation
and surrender hereof at the principal corporate trust office of , as paying agent (said
and any bank or trust company to become successor paying agent being herein called
the "Paying Agent"), the Amount Due at Maturity (stated above), constituting the Principal
Amount per $5,000 Amount Due at Maturity (stated above) and interest thereon at the Interest
Rate (stated above) from the Dated Date (stated above) compounded on , and thereafter
on and , of each year, until payment of said maturity amount or upon earlier
redemption, as set forth on the reverse side hereof, payment to be made at the Accreted Value as
WPBISANFORDS/1639551355bOI!DOCISII4197116787.010500 - 15- Res. No. 58-97
of the date of redemption or other date of payment. The "Accreted Value" of this Bond shall
mean, as of any date of computation, an mount equal to the principal amount hereof plus the -
compounded interest accrued hereon to the 1 or 1 next preceding the
date of computation or the date of computation if a 1 or 1, plus, if such
date of compuiation shall not be a 1 or 1, a portion of the difference
between the Accreted Value as of the immediately preceding 1 or 1 (or
the Dated Date if the date of computation is prior to __, 19._.) and the Accreted Value as of
the immediately succeeding 1 or 1, calculated based upon the
assumption that Accreted Value accrues during any semiannual period in equal daily amounts on
the basis of a year of twelve 30-day months. The Accreted Value per $5,000 maturity amount of
this Bond on each 1 or 1 is set forth in a table on the reverse
hereof. The table should not be construed as a representation as to the market value of this Bond
at any time in the future but may bear a relationship to the amount of tax- exempt interest and
taxable gain with respect to this Bond if sold prior to maturity.
Vv'PB/SANFORDS/16395~;/355bOI!.DOCJg/14~97/16787.010500 ' 16- Res. No. 58-97
[THE FOLLOWING IS APPLICABLE TO CAPITAL APPRECIATION
AND INCOME BONDS ONLY]
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE REFUNDING BOND
SERIES
Interest Maturity Dated
Rate ~ Date CUSIP.
REGISTERED OWNER:
PRINCIPAL AMOUNT: $ . PER $5,000 AMOUNT DUE AT MATURITY
AMOUNT DUE AT MATURITY:
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 fi.om 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 presentation
and surrender hereof at the principal corporate trust office of , as paying agent (said
and any bank or trust company to become successor paying agent being herein called
the "Paying Agent"), the Amount Due at Maturity (stated above), constituting the Principal
Amount (stated above) per $5,000 Amount Due at Maturity and interest thereon at the Interest
Rate (stated above) fi.om the Dated Date (stated above), compounded on each 1
and 1 during the period fi.om the Dated Date (stated above) to , ~
(the "interest Commencement Date"). The City further promises to pay to the Registered Owner
WPB/SANFORDS/163955/355bOILDOCff8/14/97/16787.010500 '17- Res. No. 58-97
hereof by check or draft of the Paying Agent made payable to the registered owner and, mailed to
such registered owner at the address shown on the registration books of the City kept for that
purpose at the principal corporate trust office of , as Registrar (said
and any successor Registrar being herein called the "Registrar") as of the Record
Date, interest 6n the Amount Due at Maturity from the Interest Commencement Date, at the rate
per annum equal to the Interest Rate (stated above), payable on the first days of
and in each year (commencing 1, ~), until the City's
obligation with respect to the payment of such Amount Due at Maturity shall be discharged.
Upon earlier redemption or other payment prior to the Interest Commencement Date, as set forth
on the reverse hereof, payment shall be made at the Appreciated Value as. of the date of
redemption or other payment of this Bond. The "Appreciated Value" of this Bond shall mean (i)
as of any date of computation up to and including, the Interest Commencement Date, an amount
equal to the Principal Amount hereof plus the interest accrued thereon to the 1 or
1 next preceding the date of computation or the date of computation if a 1
or 1, plus, if such date of computation shall not be a 1 or
1, a portion of the difference between the Appreciated Value as of the immediately preceding
1 or 1 (or the Dated Date if the date of computation is prior to
1, 19__) and the Appreciated Value as of the immediately succeeding
1 or 1, calculated based upon an assumption that Appreciated Value accrues during
any semi-annual period in equal daily amounts on the basis of a year of twelve 30-day months,
and (ii) after the Interest Commencement Date, the Appreciated Value at the Interest
Commencement Date. The Appreciated Value per $5,000 Amount Due at Maturity of this Bond
on each 1 and 1 is set forth in a table on the reverse hereof. The table
WPWSANFORDS/163955/355bOI!.DOC/8/14/97/16787.010500 -18- Res. No. 58-97
should not be construed as a representation as to the market value of this Bond at any time in the
future but may bear a relationship to the mount of tax-exempt interest and taxable gain with
respect to this Bond if sold prior to maturity. Upon redemption or other payment subsequent to
the Interest Commencement Date and prior to the Maturity Date in accordance with the
provisions set 'forth on the reverse hereof, payment of this Bond shall be made in an amount
equal to the Amount Due at Maturity plus any applicable premium plus accrued and unpaid
interest on such Amount Due at Maturity.
[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 1997 A (herein called the "Bonds"), in the
aggregate principal amount of $~ of like date, tenor, and effect, except as to number, date of
maturity and interest rate, issued for the purpose of paying and defeasing all or a portion of the
City's Outstanding 1991 B Bonds (as such term defined in the Resolution hereinafter referred to)
under the authority of and in full compliance with the Constitution, the City Charter, as amended
and supplemented, and Statutes of the State of Florida, including particularly Chapter 166,
Florida Statutes, as amended and supplemented and other applicable provisions of law, and a
resolutions duly adopted by the City Commission on June 28, 1988, July 12, 1988, April 24,
1990, October 23, 1990, April 16, 1991, June 8, 1993 and August 19, 1997, as further amended
and supplemented (herein, collectively, referred to as the "Resolution"), and is subject to.all the
terms and conditions of the Resolution.
This Bond is payable from and secured by a lien upon and pledge of the Net
Revenues, as defined in the Resolution, derived from the operation of the City's Combined
Public Utility, as-defined in the Resolution, and the Pledged Impact Charges, as defined in the
W~B/SANFORD$/163955/355bOILDOCISII4/97/16787.010500 -19- Res. No. 58-97
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
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 fi.om 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 Holders of the Bonds of the issue of which this Bond is one on the
Net Revenues derived fi.om 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 pari 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 fi.om the operation of the
~['PB/SANFORD$/1639,551355bOI!.I)OC~I4/97/16787.010500 -20- Res. No. 58-97
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
pay at least one hundred ten percent (110%) of the Annual Debt Service Requirement (as defined
in the Resolution) for the Prior Bonds, the Bonds and any pad passu additional Bonds hereafter
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.
WPB/SANFORDS/163955/355b01!.DOC~I4/97/16757.010500 =21 = Res. No. 58-97
(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
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 mad
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 fi.om 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
WPB/SANFORDS/163955/355b01!.DOC/8/I,~/97/16787.010500 -22- Res. No. 58-97
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
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.
[THE FOLLOWING PARAGRAPH IS APPLICABLE TO
CAPITAL APPRECIATION BONDS ONLY]
The Capital Appreciation Bonds, of which this Bond is one, pay principal and
compound accrued interest only .at maturity or upon prior redemption. For the purposes of (i)
receiving payment of the redemption price if a Capital Appreciation Bond is redeemed prior to
maturity, or (ii) computing the amount of Bonds held by the registered owner of a Capital
Appreciation Bond in giving to the City any notice, consent, request, or demand pursuant to the
Resolution for any purpose whatsoever, or (iii) computing the amount of Bonds to be redeemed
and the selection of Bonds to be redeemed, the principal amount of a Capital Appreciation Bond
shall be deemed to be its Accreted Value.
WPB/$ANFOR.E)S/16395S/355601!.~OC/g/14/97/]67~?.010500 -23- Pcs. No. 58-97
[THE FOLLOWING PARAGRAPH IS APPLICABLE ONLY
TO CAPITAL APPRECIATION AND INCOME BONDS]
For the purposes of (i) receiving payment of the redemption price if a Capital
Appreciation and Income Bond is redeemed prior to maturity, or (ii) computing the amount of
Bonds held by'the registered owner of a Capital Appreciation and Income Bond in giving to the
City any notice, consent, request or demand pursuant to the Resolution for any purpose
whatsoever, the principal amount of a Capital Appreciation and Income Bond shall be deemed to
be its Appreciated Value.
IN WITNESS WHEREOF, the City of Delray 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.
CITY OF DELRAY BEACH, FLORIDA
(SEAL)
By
Mayor
Attest:
City Clerk
WPB/SANFORDS/163955/355bOI!.DOCJSII4/97116787.010500 -24- Res. No. 58-97
(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:
Author/zed Officer
Wl~BISANFORDS/1639551355bOI!.DOCISI14/9'7116787.OIO$O0 -25- Rcs. No. 58-97
(FORM OF VALIDATION CERTIFICATE)
[INSERT IF BONDS ARE VALIDATED]
This Bond is one of a series of Bonds which were validated by judgment of the
Circuit Court of Palm Beach County, Florida, rendered on the day of ,199_.
Mayor
City Clerk
WPBISANFORDS/16395S/355bOI!DOCiS/14/97/16787'OI0500 -26- Res. No. 58-97
[FOR CAPITAL APPRECIATION BONDS ONLY]
ACCRETED VALUE PER $5,000 MATURITY AMOUNT
Accreted A¢creted
Date Value Date Value
WPB/SANFORDS/t63955/355b0t!.DOC~I4/97/16787.010500 -27- Res. No. 58-97
[FOR CAPITAL APPRECIATION AND INCOME BONDS ONLY]
· APPRECIATED VALUE PER $5,000 MATURITY AMOUNT
Accreted Accreted
Date Value Date Valu?
W~SA~O~S~6~955/3SSbO~.~OC~4/~7/~6787.0,0500 -28- Res. No. 58-97
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto
(please print 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, if any]
-29- Res. No. 58-97
ARTICLE III
TERMS AND DETAILS OF SERIES 1997 BONDS,
APPLICATION OF SERIES 1997 BOND PROCEEDS AND
ADDITIONAL COVENANTS.
SECTION 1. Term and Details of Series 1997 Bonds. The terms and details of
the 1997 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 1997 Bond Proceeds. All moneys received by thc
City from thc sale of the Series 1997 Bonds authorized and issued pursuant to this Resolution
and the Original Resolution, shall be disbursed as follows:
A. The accrued interest derived from the sale of the 1997 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 1997 Bonds as the same becomes due and payable.
B. From the proceeds of the 1997 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 1997 Bonds.
C. From the proceeds of the 1997 Bonds, an amount which, together with other
moneys lawfully available therefor (such amounts to be determined by subsequent proceedings
of the City Commission) shall be deposited in an escrow deposit mast fund to be held by a bank
or trust company, as escrow trustee, under the terms and provisions of an escrow deposit
~Bfs^~oR~.v,6~9~/3Ss~o..~,a7~6,87.o,o~ -30- Res. No. 58-97
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 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.
The proceeds of the sale of the 1997 Bonds (other than amounts deposited under
the Escrow Deposit Agreement or allocated to pay the costs of issuance of the 1997 Bonds) 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 Holders of said 1997 Bonds.
D. From the balance of the proceeds of the 1997 Bonds or other legally
available sources of the City, the City shall pay the costs of issuing the 1997 Bonds including,
but not limited to payment of the premium or fee for the 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 1997 Bonds. In addition, the City reaffirms and acknowledges that all of the
covenants set forth in the Original Resolution applicable thereto, apply to the 1997 Bonds
authorized to be issued pursuant to this Resolution.
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
WPB/SAblFORI)S/163955/355b01LDOCJS/14/97/16787.010500 -31- Res. No. 58-97
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 1997 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 1997 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 1997 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, fi'om the
Revenue Fund as long as any of the 1997 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.
SECTION 4. Rnle 15e2-12 Undertaking. That in order to assist the initial
purchasers of the 1997 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 1997 Bonds.
iI~B/SANFORD$/163955/355bOI!.E)OC/8/14/97/16787.010500 -32- Res. No. 58-97
A. The City undertakes and agrees to provide to each NRMSIR and to the
State of Florida information depository (herein, the "SID") if and when such a SID is created (i) -
the City's general purpose financial statements generally consistent with the financial statements
presented in Appendix B to the official statement relating to the 1997 Bonds (herein the "Official
Statement"), aiad (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 the Combined Public Utility are
reduced below the rates and charges in effect on the date of issuance of the 1997 Bonds). The
information referred to in clauses (i) and (ii) is herein collectively referred to as the "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, commencing March 31, 1998 for the fiscal year ending on the
preceding September 30, 1997. The Annual Information referred to in clause (i) of paragraph A
above in unaudited form (if the audited financial statements are not available or if the City no
longer provides such financial information in audited form) will be available on or before March
31 for the fiscal year ending on the preceding September 30. The City also agrees to provide the
Annual Information to each registered owner ahd Beneficial Owner of the 1997 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 a~d when the City reasonably expects such Annual Information will be available.
wP~s~o~s,J~39,~ss~ot~.~c~4~7~6~.o~o~o0 -33- Res. No. 58-97
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 fi.om 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
fi.om time to time.
D. If, as authorized by paragraph F below, the City's Undertaking with
respect to paragraph C above requires amending, the City undertakes and agrees that the Annual
Information described in clause (i) of paragraph A above for the fiscal year in which the
amendment is made will, to the extent possible, present a comparison between the Annual
Information prepared on the basis of the new accounting principles and the Annual Information
prepared on the basis of the accounting principles described in paragraph C above. The City
agrees that such a comparison will, to the extent possible, include a qualitative discussion of the
differences in the accounting principles and the impact of the change on the presentation of the
Annual Information.
E. The City undertakes and agrees to provide, in a timely manner, to each
NRMSIR or to the Municipal Securities Rulemaking Board and to the SI_D, if any, notice of the
occurrence of any of the following events with respect to the Notes, if material:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on any reserve account reflecting financial
difficulties;
W'PB/SANFORDS/163955/355b01!DOC/8/14/97/16787.010500 -34- Res. No. 58-97
(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
1997 Bonds;
(7) modifications to fights of Bondholders;
(8) Bond calls (other than scheduled mandatory sinking fund
redemptions);
(9) defeasances of the 1997 Bonds;
(10) release, substitution, or sale of property securing repayment of the
1997 Bonds; and
(11) rating changes.
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 1997 Bonds.
F. Notwithstanding any other provision of this Resolution to the contrary
regarding amendments or supplements, the City undertakes and agrees to amend and/or supplement
this Section 4 (including the amendments referred to in paragraph D above) only if:
(1) The amendment or supplement is made only in connection with a
change in circumstances existing at the time the 1997 Bonds were originally issued that arises fi.om
(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;
~B,s^~oms~3o~,3ssu~,.r~oc.~,~,,~,7,~6,,r,.o~o~ -35- Res. No. 58-97
(2) The City's Undertaking, as amended, would have complied with the
requirements of the Rule at the time the 1997 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 i'egistered owners and Beneficial Oxvners of the 1997 Bonds as determined by Bond
Counsel or by a majority of the registered owners of the 1997 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 1997 Bonds are Paid or deemed paid within the meaning of the 1988 Resolution.
H. The City acknowledges that its Undertaking pursuant to the Rule set forth in
this 4 is intended to be for the benefit of the registered holders and Beneficial Owners of the 1997
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 1997 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.
w~B~s^~o~r~,~39~si~s$~0~.~c~,~4~v~.o~o~oo -36- Res. No. 58-97
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 l~w 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 1997 Bonds.
SECTION 2. Preliminary Official Statement. The City is hereby authorized to
distribute a preliminary official statement in connection with the 1997 Bonds. 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 1997 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.
V~PB/SANFORDS/163955/355bOI!.IX)C./8/14/97116787010500 -37- Res. No. 58-97
SECTION 4. Effective Date. This Resolution shall take effect immediately
upon its passage.
PASSED AND ADOPTED in regular session on this the 19th day of August,
1997.
[SEAL] CITY OF DELRAY BEACH, FLORIDA
By ~
Attest:
~ity (~ierk "' - ff t
The foregoing resolution and the forms of Bonds therein contained are hereby
approved by me as to form, language and execution this the 19TM day of August, 1997.
W~B/SANFORDS/163955/355b01 !.DOC~14/97/16787.010500 -3 8- Res. No. 58-97
CITY OF DELRI:IY BEI:II:H
CITY ATTORNEY'S OFFICE ~oo
TELEPHONE 561/243-7090 · FACSIMILE 561/278-4755
Writer's Direct Line: 561/243-7091
DELRAY BEACH
Ali.America City MEMORANDUM
1993
TO: Alison Harty, City Clerk
FROM: Susan A. Ruby, City Attorney
SUBJECT: Resolution No. 58-97 (1997A Water Sewer Refunding Bonds
I have signed off on the attached and am returning the resolution to you for execution
and distribution.
Attachment
MEMORANDUM
TO: Susan A. Ruby, City Attorney
FROM: Alison Harty, City Clerk~
SUBJECT: Resolution No. 58-97 (1997A Water/Sewer Refundinq
Bonds)
DATE: August 25, 1997
Attached is what will become my original Resolution No. 58-97
which was approved by the City Commission on August 19, 1997.
Please sign off at the yellow sticky and return the resolution to
me for execution and distribution.
Thank you.
.~VIH/m
Attachment
MEMORANDUM
TO: Susan A. Ruby, City Attorney
FROM: Alison Harty, City Clerk~1~
SUBJECT: Resolution No. 58-97 (1997A Water/Sewer Refundinq
Bonds)
DATE: August 25, 1997
Attached is what will become my original Resolution No. 58-97
which was approved by the City Commission on August 19, 1997.
Please sign off at the yellow sticky and return the resolution to
me for execution and distribution.
Thank you.
AMH/m
Attachment
To: David T. Hardm~~y Manager
From: Joseph M. SaUce Director
Date: August 15, 199Y'~
Subject: Resolution Authorizing the Refunding of the 199 lB Water/Sewer Bonds
The attached resolution (Resolution No. R-58-97), prepared by Mr. Stephen Sanford of Greenberg
Traufig, authorizes the issuance of not to exceed $17,000,000 Water/Sewer Refunding Revenue
Bonds (Series 1997A). These bonds, if approved, will be issued to fully refund our current 1991B
Water/Sewer Bonds. TNs refunding will only be done if the net savings accruing to the City are
5% or more (interest cost savings net of costs and fees). TNs resolution is needed so that the
underwriters may enter the market as soon as the net savings are achieved.
We are asking that this resolution be approved by the City Commission on August 19, 1997.
In conjunction with this refunding process, Public Financial Management, Inc., our financial
advisors, have taken market bids and are recommending the following services be authorized per
the attached correspondence dated August 14, 1997:
(1) Paying Agent/Registrar/Escrow Agent services from The Bank of New York (BNY)
(2) Financial printing services from Allied Printing
(3) Verification services from KPMG Peat Marwick
Please forward this information to the City Commission for approval on the agenda of August 19,
1997.
cc: Becky O'Connor, Treasurer
08/14/97 THU 11:28 FAX 9416936384 PUBLIC FIN.MGMT. ~002
Pt] c INC.
Financial and Investment Advisors
5900 Enterprise Parkway
Fort Myers, FL 33905
041-693-7117 (Fax)o4,-60a-oa84 August t4, 1997
MEMORANDUM
TO: Joe Safford
City of Delray Beach
FROM: Patti Garrett
Public Financial Management, Inc.
RE: Support Services Recommendation
Public Financial Management Inc. CPFM") has received bids from several banks, financial
printers and certified public accounting firms to serve as paying agent/registrar/escrow agent,
financial printer and verification agent for the City of Delray Beach's proposed Water & Sewer
Revenue Refunding Bonds, Series 1997A. Attached is our analysis of each proposal in terms of
cost and experience. The paying agent/registrar/escrow agent bid is based upon book-entry
status of the bonds.
For paying agent/registrar/escrow agent services, PFM received a total of four bids. The Bank of
New York ("BNY") submitted the lowest total bid for providing these services over the life of
the bOnds. BNY submitted an annual bid of $450 for paying agent/registrar services and an
annual bid of $700 for escrow agent services (with the option of a one time upfront fee of
$2,590). Based upon the total cost over the life of the bonds, PFM recommends the City accept
the Bank of New York's proposal.
PFM received three bids for financial printing services. Allied Printing submitted a cost proposal
of $4,157 for printing the Preliminary Official Statement and Official Statement for the above
mentioned issue. PFM recommends the City accept Allied's proposal to serve as financial
printer.
For verification services, PFM received a total of three bids. KPMG Peat Marwick submitted the
lowest bid of $1,475. PFM recommends the City accept KPMG Peat Marwick's proposal to
serve as verification agent.
After your review, please call me at (941) 693-7117 to discuss.
cc: Becky O'Connor
Atlanta Austin BostOn Dallas Fort Myers Harrisburg Memphis Minneapolis Newport Beach Orlando Philadelphia Pittsburgh San Frandsco
RSW:3797-1 (2xh01!.DOC) 08114197 10:22 AM
08/14/97 THU 11:29 FAX 9416936384 PUBLIC FIN.~GMT. ~003
City of Delray Beach, Florida i
Schedule of Water and Sewer Revenue Bonds (Series 1991)
Balance
Fiscal Year Outstanding
Ending Principal Interest at End of Interest
September 30 October I October I April 1 Total Fiscal Year Rate
1997 $ 85,000 $ 455,991 $ 453,547 $ 994,538 $25,759,809 5.75%
1998 95,000 453,547 450,769 999,316 24,760,493 5.85
1999 95,000 450,769 447,942 993,711 23,766,782 5.96
2000 105,000 447,942 444,740 997,682 22,769,100 6.10
2001 110,000 444,740 441,330 996,070 21,773,030 6.20
2002 120,000 441,330 437,550 998,880 20,774,150 6.30
2003 437,550 437,550 875,100 19,899,050 6.40
2004 437,550 437,550 875,100 19,023,950 6.55
2005 437,550 437,550 875,100 18,148,850 6.65
2006 437,550 437,550 875,100 17,273,750 6.80
2007 437,550 437,550 875,100 16,398,650 6.80
2008 3,335,000 437,550 337,500 4,110,050 12,288,600 6.00
2009 3,535,000 337,500 23 i,450 4,103,950 8,184,650 6.00
2010 3,745,000 231,450 119,100 4,095,550 4,089,100 6.00
2011 3,970,000 119,100 4,089,100 6.00
$15,195,000 $6,007,669 $5,551,678 $26,754,347
Original Authorization - $30,000,000
Issued - $1,390,000 Serial Bonds
$2 I, 195,000 Term Bonds
of Issue - April 1, 1991 --I
Maturity Range - Serial Bonds: October 1, 1991 through October 1, 2004
Term Bonds: October 1, 2005 through October 1, 2010
Principal Payment Date - Serial Bonds: October I of each year through 2004
Term Bonds: October I of each year from 2005 through 2010
Interest Payment Dates - October I and April I of each year for both serial and bond term bonds er
Den°mination - $5,000 ("
Features - Serial Bonds: October 1, 2001 through October 1, 2004 at 100
- Term Bonds: October 1, 2006 through October I, 2010 at 100
Paying Agent/Registrar - Comerica Boca Raton, Florida
Ratings - Moody's Aaa (AMBAC insured)
Standard & Poor's AAA (AMBAC insured)
The proceeds of these bonds are used for financing the cost of capital improvements including
~.'.~' modifications to the Regional Wastewater Treatment Plant, additions and improvements to sanitary
sewer systems, and the construction of water transmission mains.
113
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE BONDS
SERIES 1991B
CALLABLE BONDS
DEBT SERVICE SCHEDULE
Bate Principal Coupon Interest Total P+I
1B/B1/1997
10/01/1998 875.100.0g 875,10B.Og
1B/01/1999 875 10~.00 875,lOg. BO
10/01/2B¢0 875 10¢.¢¢ 875,10g.0~
10/~1/2¢¢1 875 1¢B.0¢ 875,1¢0.00
1~/01/Z¢¢2 875 100.¢0 875 1~.~0
10/01/2003 - 875 100.0~ 875 100.00
10/gl/20¢4 875 10¢.00 875 100.gg
10/01/2¢¢5 875 1¢0.gg 875 10g.g0
10/gl/20¢6 - 875 1¢0.00 875 10g.00
10/01/2007 3,335,~00.00 6.000% 875 100.00 4,210 lee. Bo
10/gl/20¢8 3,535,~00.00 6.000% 675 000.00 4,210 000.00
10/~1/20¢9 3,745,000.00 6.B00% 462 900.00 4,207 9¢0.00
10/01/201g 3,970,000.00 6.000% 238 280.00 4,208 200.00
TOTAL 14,585,000.00 10,127,100.gg 24,712,100.00
YIELD STATISTICS
Bond Year Dollars ................................. $168,785.00
Average Life ...................................... 11.573 Years
Average Coupon ....................................
Net Interest Cost (NIC) ...........................
True Interest Cost (TIC) ..........................
Bond Yield for Arbitrage Purposes .................
All Inclusive Cost (AIC) ..........................
IRS FORM 8038
Net Interest Cost .................................
Weighted Average Maturity ......................... 11.573 Years
Raymond James & Associates, Inc. FILE = DELRAY-ws1991- SINGLE PURPOSE
Public Finance Department 7/24/1997 10:44 AM
Date ltto! ·~ --
Post-it' Fax Note 7671 ~page.~s' / __
IPhone # Phone #
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REFUNDING REVENUE BONDS
SERIES 1997
DEBT SERVICE COMPARISON
Date Total P+I Net New D/S Old Net D/S Savings
10/81/1997 -
1~/81/1998 8~2,732.50 802 732.50 875 18~.88 72 367.50
18/81/1999 885,872.58 885 872.5~ 875 18~.~ 78 827.50
1B/81/2~88 8~2,872.50 882 872.58 875 108.00 73 e27.58
10/81/2801 884,835.08 884 ~35.00 875 188.~0 71 865.80
18/81/2802 885,715.00 885 715.88 875 188.08 69 385.0B
1~/81/2B83 882,1~2.5~ 8~2 1~2.5~ 875 1BB.~O 72 997.58
18/81/2884 803,447.58 883 447.58 875 168.88 71 652.58
18/81/2~85 884,487.5B 884 487.58 875 188.88 78 612.50
18/81/2B86 885,26B.88 885 26~.88 875 1~8.B8 69 84~.~B
18/81/2887 4,135,76B.88 4,135,768.80 4,218,188.88 74,348.08
18/~1/2888 4,137,758.80 4,137,758.88 4,21~,888.88 72,258.08
18/81/28~9 4,133,785.BB 4,133,785.80 4,2B7,9~8.~8 74,115.B8
18/~1/201~ 4,138,305.88 4,138,385.88 4,2~8,2B~.BB 69,895.8~
TOTAL 23,78~,525.B8 23,788,525.80 24,712,188.88 931,575.80
PRESENT VALUE ANALYSIS SUMMARY (NET TO NET)
.Net PV Cashflow Savings @ 4.798% (Bond Yield) ..... 695,049.84
.NET PRESENT VALUE BENEFIT $695,e49.84
NET PV BENEFIT / $14,585,~88 REFUNDED PRINCIPAL... 4.766%
NET PV BENEFIT / $15,498,888 REFUNDING PRINCIPAL.. 4.487%
Raymond James & Associates, Inc. FILE = REFUND1-REFUND1- SINGLE PURPOSE
Public Finance Department 7/24/1997 11:86 AM
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REFUNDING REVENUE BONDS
SERIES 1997
SOURCES & USES
Dated 1~/gl/1997 Delivered 1~/~1/1997
SOURCES OF FUNDS
Par Amount of Bonds ............................... $15,498,898.g~
TOTAL SOURCES $15,49~,~.~
USES OF FUNDS
Total Underwriter's Discount (~.8~8%) ............ 123,92e.~
Costs of Issuance ................................. g~,~.~
Gross Bond Insurance Premium ( 25.~ bp) ........... 59,451.31
Deposit to Escrow Fund ............................ 15,216,439.23
Rounding Amount ................................... 189.46
TOTAL USES $15,49~,e88.eo
Raymond James & Associates, Inc. FILE = NEWFILE-REFUND1- SINGLE PURPOSE
Public Finance Department 7/24/1997 11:~ AM
ATTO R N EYS AT LAW
Stephen D. Sanford
561-650-7945
August 14, 1997
VIA FEDEX
RECEIVED
Ms. Allison MacGregor Harty
City Clerk ~//¥/c/'7
City of Delray Beach CITY CLERK
200 N.W. 1st Avenue
Delray Beach, Florida 33444
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE BONDS
SERIES 1997 A
Dear Allison:
In amicipation of the City Commission meeting on August 19, 1997, enclosed herewith
are fifteen (15) copies of Resolution No. 58-97.
If you have any questions or comments, please do not hesitate to call.
Very truly yours,
Stephen D. Sanford
Enclosures
cc: Becky O'Connor, Treasurer
GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL, P.A.
P.O. BOX 20629 WEST PALM BEACH, FLORIDA 33416-0629
561-650-7900 FAX 561-655-6222
777 SOUTH FLAGLER DRIVE SUITE 310 EAST WEST PALM BEACH, FLORIDA 33401
MIAMI NEW YORK WASHINGTON, D.C.
FORT LAUDERDALE WEST PALM BEACH TALLAHASSEE ORLANDO