Res 81-97 RESOLUTION NO. $1-97
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DELRAY BEACH, FLORIDA, AUTHORIZING THE NEGOTIATED
SALE OF CITY OF DELRAY BEACH, FLORIDA, WATER AND SEWER
REVENUE REFUNDING BONDS, SERIES 1997 A, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $15,030,000; DETERMINING CERTAIN
DETAILS OF SAID BONDS; PROVIDING FOR THE APPLICATION OF
THE BOND PROCEEDS; APPROVING THE FORM OF, AND
AUTHORIZING THE EXECUTION AND DELIVERY OF .A BOND
PURCHASE AGREEMENT TO EFFECT THE NEGOTIATED SALE OF
THE BONDS; APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION OF AN OFFICIAL STATEMENT IN CONNECTION WITH
THE OFFERING AND SALE OF THE BONDS AND APPROVING,
RATIFYING AND CONFIRMING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT BY THE UNDERWRITERS;
AWARDING THE BONDS TO THE UNDERWRITERS; APPOINTING A
PAYING AGENT; APPOINTING A REGISTRAR; APPOINTING AN
ESCROW AGENT; APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AGREEMENT; PROVIDING FOR A BOND INSURANCE POLICY AND
SURETY FOR THE BONDS PROVIDED BY AMBAC ASSURANCE
CORPORATION; AUTHORIZING THE BONDS TO BE REGISTERED
UNDER A BOOK-ENTRY ONLY SYSTEM OF REGISTRATION AND
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION
OF A BLANKET ISSUER LETTER OF REPRESENTATIONS IN
CONNECTION THEREWITH; AMENDING THE 1997 SERIES
RESOLUTION; APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION OF A GUARANTY AGREEMENT WITH AMBAC
ASSURANCE CORPORATION IN CONNECTION WITH THE
PROVISION OF A SURETY BOND BY AMBAC ASSURANCE
CORPORATION; AUTHORIZING THE PROPER OFFICERS OF THE
CITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR
ADVISABLE AS TO THE SALE AND DELIVERY OF THE BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Delray Beach, Florida, a municipal corporation of the
State of Florida (the "City"), presently owns and operates its own potable water and sanitary
sewer system (herein, the "Combined Public Utility"); and
RES. NO. 81-97
WHEREAS, the City Commission of the City of Delray Beach, Florida (the
"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
"WHEREAS, 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
V~rHEREAS, the City did, on September 15, 1988, issue its 1988 Bonds in the
aggregate principal amount of $25,135,000; and
WI:IEREAS, 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 ten'ns 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
Wl:IEREAS, 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
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RES. NO. 81-97
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
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
WI-IEREAS, 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
WI:IEREAS, the Commission did, on August 19, 1997, adopt Resolution
No. 58-97 (herein the "1997 Series Resolution"), authorizing, pursuant to the provisions of the
1988 Resolution and 1997 Series Resolution, the issuance of a series of bonds designated as 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 (herein the
"Refunded Bonds"); and
WHEREAS, the City is now desirous of issuing $15,030,000 in aggregate
principal amount of such Water and Sewer Revenue Refunding Bonds, Series 1997 A, pursuant
to the terms and provisions of the 1988 Resolution, the 1997 Series Resolution and this
Resolution (herein called the "1997 Bonds"); and
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RES. NO. 81-97
WHEREAS, the 1988 Resolution and the 1997 Series Resolution provide that
certain details of the 1997 Bonds and certain other provisions of the 1988 Resolution and the
1997 Series Resolution shall be determined by subsequent proceedings of the City, which shall
be deemed to be supplemental to the 1988 Resolution and the 1997 Series Resolution; and
WHEREAS, the City has determined the details of the 1997 Bonds; and
WHEREAS, Raymond James & Associates, Inc., on behalf of Raymond James &
Associates, Inc. and Smith Barney Inc. (collectively, the "Underwriters"), has submitted to the
City a proposal in the form of a Bond Purchase Agreement (the "Purchase Contracf'), attached
hereto as Exhibit A, between the Underwriters and the City, to purchase the 1997 Bonds; and
WHEREAS, pursuant to Section 218.385, Florida Statutes, an authorized officer
of Raymond James & Associates, Inc., on behalf of the Underwriters, has delivered to the City a
truth-in-bonding statement and a disclosure statement, both of which are attached to or
incorporated in the Purchase Contract; and
WHEREAS, there have been prepared and submitted to the Commission a
Preliminary Official Statement, dated November 10, 1997, attached hereto as Exhibit B; and
WHEREAS, the City's financial advisor has recommended the negotiated sale of
the 1997 Bonds in a letter attached hereto as Exhibit C; and
WHEREAS, based on the advice of the City's financial advisor, it is in the best
interest of the City to accept the Bond Purchase Contract and to award the 1997 Bonds to the
Underwriters; and
WHEREAS, the City's financial advisor has recommended in a letter, attached
hereto as Exhibit C, that the principal and interest on the 1997 Bonds be insured by a municipal
bond insurance policy (the "1997 Bond Insurance Policy") issued by AMBAC Assurance
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RES. NO. 81-97
Corporation, a Wisconsin stock insurance company, or any successor thereto ("AMBAC" or the
"Bond Insurer"); and
WltEREAS, the City's financial advisor has also recommended in a letter
attached hereto as Exhibit C, that the Debt Service Reserve Requirement for the 1997 Bonds be
satisfied by a surety bond provided by AMBAC (the "1997 Surety"); and
WltEREAS, the CommissiOn hereby adopts the recommendations of the City's
financial advisor regarding the 1997 Bond Insurance Policy and the 1997 Surety; and
WI:IEREAS, in order to accomplish the advance refunding of the Refunded
Bonds, there has been prepared and submitted to the Commission an Escrow Deposit Agreement
to be entered into by and between the City and the Escrow Agent (as herein defined) attached
hereto as Exhibit D; and
VgItEREAS, the Commission hereby determines that the 1997 Bonds be
registered pursuant to a book-entry only system of registration; and
WltEREAS, the 1997 Series Resolution provides for the Undertaking of the City
as required under Rule 15c2-12 of the Securities and Exchange Commission; and
W/tEREAS, the Commission deems it necessary to make certain amendments to
such Undertaking.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
SECTION 1. DEFINITIONS. That all capitalized terms used in this Resolution
not otherwise defined shall have the meanings ascribed to such re,ms in the 1988 Resolution, or
the 1997 Series Resolution, as the case may be, unless the context clearly indicates otherwise.
RES. NO. 81-97
SECTION 2. PURPOSE AND BOND DESIGNATION. That the City hereby
determines at this time (i) to issue $15,030,000 in the aggregate principal amount of its 1997
Bonds for the purpose of (a) advance refunding the Refunded Bonds, and (b) to pay the costs of
issuance of the 1997 Bonds, including paying the premium for the 1997 Bond Insurance Policy,
and (ii) to designate such 1997 Bonds as its "Water and Sewer Revenue Refunding Bonds, Series
1997 A."
SECTION 3. DESCRIPTION OF THE 1997 BONDS. The 1997 Bonds shall
be dated November 1, 1997, shall bear interest payable on April 1, 1998, and semiannually
thereafter on October 1 and April 1 of each year, and shall mature on October 1 of each of the
years, in the amounts, and at the rates as follows:
Interest Interest
Year Amount Rate Year Amount Rate
2003 $75,000 4.25% 2007 $3,425,000 4.60%
2004 80,000 4.30 2008 3,585,000 4.70
2005 85,000 4.40 2009 3,750,000 5.25
2006 85,000 4.50 2010 3,945,000 5.50
SECTION 4. REDEMPTION PROVISIONS. The 1997 Bonds are not subject
to redemption prior to maturity.
SECTION 5. APPLICATION OF 1997 BOND PROCEEDS. That all moneys
received by the City from the sale of the 1997 Bonds shall be disbursed as provided in Section 2
of Article 111 of the 1997 Series Resolution. The 1997 Surety to be provided by AMBAC in
connection with the issuance of the 1997 Bonds and the advance refunding of the Refunded
Bonds is hereby acknowledged as satisfying the Debt Service Reserve Requirement for the 1997
Bond.
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RES. NO. 81-97
SECTION 6. NEGOTIATED SALE. That the Commission hereby adopts the
recommendations of the City's financial advisor, as described in a letter from the City's financial
advisor, dated the date of this Resolution and attached hereto as Exhibit C. The City hereby
finds that, due to volatile market conditions and the ability to enter the market at the most
favorable time; it would be in the best interest of the City that the 1997 Bonds be sold on a
negotiated basis.
SECTION 7. PURCHASE CONTRACT. That the Purchase Contract for the
1997 Bonds, dated the date of this Resolution, between the City and the Underwriters, as
submitted to this meeting and attached hereto as Exhibit A, be and the same hereby is approved
and accepted, and the 1997 Bonds are hereby sold to the Underwriters at a purchase price of
$15,338,316.91 (representing the par amount of the 1997 Bonds, less underwriters' discount of
$89,360.15, less original issue discount in the amount of $832.55, plus original issue premium in
the amount of $392,225.55, plus accrued interest to the date of delivery thereof in the amount of
$6,284.06), on the terms and conditions set forth in the Purchase Contract, and the Mayor of the
City or, in his absence, the Vice Mayor is hereby authorized and directed to execute, and the
Clerk of the City to attest (if so required by the terms of the Purchase Contract), the Purchase
Contract and to deliver the same to the Underwriters.
SECTION 8. PRELIMINARY AND FINAL OFFICIAL STATEMENT.
That the Official Statement of the City, to be dated the date of this Resolution, will be in
substantially the form of the Preliminary Official Statement presented to this meeting and
attached hereto as Exhibit B, with the such insertions and changes as shall be necessary to reflect
the terms of the 1997 Bonds, as set forth in the Purchase Contract and as shall be approved by the
City Manager (upon advice of Bond Counsel and the City Attorney) with such approval to be
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RES. NO. 81-97
conclusively evidenced by the execution and delivery thereof by the City, and the City hereby
approves the use of the final printed Official Statement by the Underwriters in connection with
the offering and sale of the 1997 Bonds, and the City hereby further approves the use by the
Underwriters of any supplement or amendment to the final printed Official Statement which is
necessary so that the final printed Official Statement does not include any untrue statement of a
material fact or does not omit to state any material fact necessary to make the statements therein
not misleading. The City hereby ratifies, approves and consents to the use by the Underwriters
of the Preliminary Official Statement in connection with the public offering of the 1997 Bonds
attached hereto as Exhibit B. The Mayor and City Manager are each hereby authorized and
directed to execute the Official Statement and any amendment or supplement thereto, in the
name and on behalf of the City, and thereupon to cause the Official Statement and any such
amendment or supplement to be delivered to the Underwriters.
SECTION 9. PAYING AGENT AND REGISTRAR. That The Bank of New
York is hereby appointed as paying agent (the "Paying Agent") and registrar (the "Registrar") for
the 1997 Bonds. By the acceptance of such appointment, The Bank of New York agrees to
comply with the terms of the 1997 Bond Insurance Policy and Surety Bond applicable to it.
SECTION 10. DISCLOSURE STATEMENT. That the City does hereby find
that the Underwriters have submitted the truth-in-bonding statement and disclosure statement
required by Section 218.385, Florida Statutes, copies of which are attached to or incorporated in
the Purchase Contract.
SECTION 11. 1997 BOND INSURANCE POLICY AND 1997 SURETY.
That, based on the recommendations of the City's financial advisor, set forth in a letter attached
hereto as Exhibit C with respect to the 1997 Bonds, the Commission finds that obtaining the
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RES. NO. 81-97
1997 Bond Insurance Policy and 1997 Surety from AMBAC is in the best interests of the City,
and the Commission hereby directs that the premium due on the 1997 Bond Insurance Policy be
paid in accordance with the terms thereof. That the form of the Guaranty Agreement to be
entered into with AMBAC, in the form attached hereto as Exhibit D, is hereby approved and the
Mayor, the Vice Mayor, the City Manager or the Director of Finance are each hereby authorized
to execute and deliver the Guaranty Agreement, and the City Clerk is authorized to impress the
seal of the City and attest to the execution thereof with such changes, modifications and deletions
as the officer executing the same may deem necessary and appropriate such execution and
delivery to be conclusive evidence of the approval and authorization thereof by the City.
SECTION 12. BOND RESOLUTION AMENDMENT. Paragraph A of
Section 4, Article III of the 1997 Series Resolution is hereby deleted and replaced in its entirety
with the following:
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"),
and (ii) the information concerning the Combined Public Utility set forth in the
Official Statement under the sub-headings "Top Ten Users of the Combined
Public Utility", "Rates and Charges" and "Historical Revenues, Expenses and
Coverages." The information referred to in clauses (i) and (ii) is herein
collectively referred to as the "Annual Information."
SECTION 13. ESCROW AGENT. That The Bank of New York is hereby
appointed escrow 'agent (the "Escrow Agent") and directed to enter into the Escrow Deposit
Agreement (as defined below).
SECTION 14. ESCROW DEPOSIT AGREEMENT. That the form of the
Escrow Deposit Agreement submitted at this meeting in substantially the form attached hereto as
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RES. NO. 81-97
Exhibit E, is hereby approved, subject to such changes as may be approved by Bond Counsel and
the City Attorney. The Mayor, the Vice Mayor, the City Manager or the Director of Finance are
each hereby authorized to execute and deliver the Escrow Deposit Agreement, and the City Clerk
is authorized to impress the seal of the City and attest to the execution thereof with such changes,
modifications and deletions as the officer executing the same may deem necessary and
appropriate such execution and delivery to be conclusive evidence of the approval and
authorization thereof by the City.
SECTION 15. BOOK ENTRY BONDS. That the Commission hereby
determines that the registration of the 1997 Bonds be by a Book Entry system of registration. The
form of Blanket Issuer Letter of Representations to evidence such Book Entry system of
registration, attached hereto as Exhibit F, is hereby approved. The Mayor, the City Manager or the
Finance Director are each hereby authorized and directed to execute and deliver the Blanket Issuer
Letter of Representations in substantially the form submitted to this meeting, the execution of said
Blanket Issuer Letter of Representations being conclusive evidence of such approval.
SECTION 16. FURTHER AUTHORIZATIONS. That the Mayor, the Vice
Mayor, the City Manager, the Finance Director, the Treasurer, the City Clerk, and any other
authorized official of the City, be and each of them is hereby authorized and directed to execute
and deliver any and all documents and instruments, including but not limited to satisfy any
conditions to obtain the 1997 Bond Insurance Policy and 1997 Surety, 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.
VO~'SANFO~,DSZI~,~?sr~m~m3~.DOOI m u~?/~'~ o m~,oo - I O-
RES. NO. 81-97
SECTION 17. EFFECTIVE DATE. That this Resolution shall take effect
immediately upon its passage.
PASSED AND ADOPTED in regular session on this thc 18th day of November,
1997.
[SEAL] CITY OF DELRAY BEACH, FLORIDA
City Clerk '~ - - j t Title: Ma
Date of Adoption: November 18, 1997
Approved as to Form
~7~and Legality ~. J Susan A. Ruby
City Attorney
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R.ES. NO. 81-97
EXHIBITS TO RESOLUTION NO. 81-97
EXHIBIT A - Bond Purchase Agreement
EXHIBIT B - Preliminary Official Statement
EXHIBIT C - Recommendation Letter of Financial Advisor
EXHIBIT D - Guaranty Agreement
EXHIBIT E - Escrow Deposit Agreement
EXHIBIT F - Blanket Issuer Letter of Representations
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CITY OF DELRAY BEACH, FLORIDA - CITY COMMISSION
REGULAR MEETING - NOVEMBER 18, 1997 - 6:00 P.M.
COMMISSION CHAMBERS
AGENDA ADDENDUM
THE REGULAR AGENDA IS AMENDED BY ADDING THE FOLLOWING:
9.E. Resolution No. 81-97 (Water and Sewer Revenue Refundinq
Bonds/Series 1997 A): Consider approval of Resolution No.
81-97 authorizing the negotiated sale of Water and Sewer
Revenue Refunding Bonds, Series 1997 A, and providing for
other details.
Also, concerning Item 10.B., Ordinance No. 47-97 (rezoning for a
portion of the Yake property), a request has been received from
Michael Listick, Esq., asking for a postponement of this item. A
copy of his letter is attached.
ref:ADDENDUM
MEMORANDUM
TO: MAYOR AND CITY C~MMISSIONERS
FROM: CITY MANAGER~'[
SUBJECT: AGENDA ITEM # ~g - REGULAR MEETING OF NOVEMBER 18, 1997
RESOLUTION NO. 81-97 (WATER AND SEWER REVENUE REFUNDING
BONDS, SERIES 1997
DATE: NOVEMBER 17, 1997
Attached is a draft copy of Resolution No. 81-97 authorizing the
negotiated sale of Water and Sewer Revenue Refunding Bonds,
Series 1997 A. Also attached is a copy of the Preliminary
Official Statement. A representative from Public Financial
Management will make a short presentation on Tuesday night. We
also expect to have the final resolution by that time.
The City Commission initially discussed this bond issue on August
19, 1997, and adopted Resolution No. 58-97 authorizing the
refunding bonds (Series 1997 A) in an amount not to exceed
$17,000,000 for the purpose of advance refunding all or a portion
of the outstanding Water and Sewer Revenue Bonds, Series 1991 B.
A copy of the minutes is attached.
Recommend approval of Resolution No. 81-97.
ref:agmemo7
9.A. PROPOSED PEDI-CAB/RICKSHAW SERVICE: Provide direction
concerning a proposal by Mr. Aldo Cirelli to establish a non-mo-
torized pedi-cab and rickshaw operation in Delray Beach.
The City Manager stated that this issue was previously
discussed by the City Commission on February 18, 1997. At that
time the Commission deferred any action until other pending
issues with respect to the downtown had been looked at and
resolved. The valet parking issue remains unresolved. The
traffic study on the one-way pairs and other issues is in the
analysis phase and is expected to be received in a month or so.
The Parking Management Team has scheduled a town meeting for
September 25th to further discuss the various issues related to
the downtown area. Since Mr. Cirelli asked that the City again
consider this proposal, staff is seeking further direction from
the Commission about whether to do anything toward developing an
ordinance to regulate pedi-cabs or continue waiting until the
results of the traffic study and other studies which are underway
are received.
Mr. Egan stated that he felt the pedi-cab proposal is
something the City might want to entertain, but before doing so
he wanted to see the results of the Parking Management Team's
study as well as the one for traffic flow. He felt that an
ordinance would be needed since these types of things will
probably keep coming before the Commission as the City becomes
more and more popular, but that it would be best to wait until
the reports are ready for consideration.
It was the consensus of the Commission to defer action
on the request until the Parking Management Team's study is
complete as well as the traffic study commissioned by the City.
Mr. Egan so moved, seconded by Mr. Ellingsworth. Upon
roll call the Commission voted as follows: Mr. Randolph - Yes;
Mayor A1perin - Yes; Mr. Schmidt - Yes; Mr. Egan - Yes; Mr.
Ellingsworth - Yes. Said motion passed with a 5 to 0 vote.
9.B. RESOLUTION NO. 58-97 AND BID AWARDS FOR SUPPORT SERVIC-
ES: Consider approval of a resolution 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 City's outstanding Water
and Sewer Revenue Bonds, Series 1991 B; and approve bid awards
for support services as recommended by Public Financial Manage-
ment, Inc.
The City Manager presented Resolution No. 58-97:
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF DELRAY BEACH, FLORIDA, SUPPLEMENTING
RESOLUTION NO. 39-88, AS AMENDED AND SUPPLE-
MENTED, FOR THE PURPOSE OF AUTHORIZING A
-5- 08/19/97
SIXTH SERIES OF WATER AND SEWER REVENUE BONDS
DESIGNATED AS WATER AND SEWER REVENUE REFUND-
ING 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 RESOLU-
TION 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.
(The official copy of Resolution No. 58-97 is on file
in the City Clerk's office.)
Joseph Safford, Finance Director, explained that the
intent is to refund a portion of a current bond issue (1991B
Water/Sewer Bonds) if and when the market allows the City to
achieve a net five percent (5%) savings. The 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). The resolution
authorizes the appropriate City officials to execute documents if
and when the market hits that 5% savings. The City Commission is
also being asked to approve bid awards for support services as
recommended by Public Financial Management, Inc., the City's
financial advisor. The awards are as follows: (1) Paying agent/
registrar/escrow agent services from The Bank of New York (BNY);
(2) financial printing services from Allied Printing; and (3)
verification services from KPMG Peat Marwick.
On question from Mr. Randolph, Mr. Safford stated that
there is no way to predict what course the market will take. It
could be any day or it could take months for the market to reach
the desired net savings. The point is to be ready if and when
the opportunity presents itself.
The City Manager noted that the bonds are outstanding
until 2010 and can only be refunded once. The City would not
want to refund them at a low savings level and miss an opportuni-
ty later to do a refunding. We want to do it when there is
enough of a savings to make it worthwhile because we only have
one opportunity to do it.
Mr. Ellingsworth moved to approve Resolution No. 58-97
subject to a five percent (5%) gain, seconded by Mr. Schmidt.
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Upon roll call the Commission voted as follows: Mayor Alperin -
Yes; Mr. Schmidt - Yes; Mr. Egan - Yes; Mr. Ellingsworth - Yes;
Mr. Randolph - Yes. Said motion passed with a 5 to 0 vote.
Mr. Schmidt moved to approve the bid awards for support
services as recommended by Public Financial Management, Inc.,
seconded by Mr. Randolph. Upon roll call the Commission voted as
follows: Mr. Schmidt - Yes; Mr. Egan - Yes; Mr. Ellingsworth -
Yes; Mr. Randolph - Yes; Mayor Alperin - Yes. Said motion passed
with a 5 to 0 vote.
9.C. SERVICE AUTHORIZATION ~4/HAZEN AND SAWYER: Consider
approval of Service Authorization %4 in the amount of $25,032 to
Hazen and Sawyer for consulting services related to the first
phase of an Inflow/Infiltration Study for the City's wastewater
system, with funding from 442-5178-536-61.84.
Richard Hasko, Acting Director of Environmental Servic-
es, explained that for the last few years the focus in terms of
leaky sewer systems has been on the barrier island because of the
salt water environment. A great deal of reconstruction and
rehabilitation has taken place on the barrier island over the
past four to five years and the chloride levels for the last year
or so have been pretty much under control. With that, the focus
is now shifting to the west side of the Intracoastal Waterway
because there are still a lot of leaky sewers on the west side
that are causing the City to pay for more treatment at the
treatment facility than needs to be paid. This service author-
ization to Hazen and Sawyer is the first planned effort on the
west side of the waterway and will encompass the older systems in
town from 1-95 to the Intracoastal Waterway and north/south to
the City limits. Hazen and Sawyer will be looking at about 43
lift station basins and will be making determinations as to where
the worst infiltration is and where the priorities need to be
based on severity of leakage for implementation of rehabilita-
tion.
Mr. Egan moved to approve Service Authorization %4 in
the amount of $25,032 to Hazen and Sawyer, seconded by Mr.
Randolph. Upon roll call the Commission voted as follows: Mr.
Egan - Yes; Mr. Ellingsworth - Yes; Mr. Randolph - Yes; Mayor
Alperin - Yes; Mr. Schmidt - Yes. Said motion passed with a 5 to
0 vote.
9.D. INTERLOCAL AGREEMENT WITH PALM BEACH COUNTY/SIDEWALK ON
LAKE IDA ROAD: Consider approval of an interlocal agreement
between the City and Palm Beach County for the construction of a
sidewalk on the south side of Lake Ida Road, between Coral Way
and Davis Road. Estimated cost of $13,000 to be split 50%/50%,
with the City's share of $6,500 to be funded from
001-3113-541-63.11.
Robert A. Barcinski, Assistant City Manager, stated
that the interlocal agreement is for the installation of about
-7- 08/19/97
PUBLIC FINANCIAL MANAGEMENT, INC.
Financial and Investment Advisors
5900 Enterprise Parkway
Fort Myers, FL 33905
941-693-7117 (Fax) 941-693-6384
November 18, 1997
The Mayor and Commissioners,
City of Delray Beach, Florida
100 N.W. 1 st Avenue
Delray Beach, Florida 33444
Ladies and Gentlemen:
Public Financial Management, Inc. ("PFM"), Financial Advisor to the City of Delray Beach,
Florida (the "City"), is pleased to provide this recommendation regarding the method of sale and
credit enhancement for the City's Water and Sewer Revenue Refunding Bonds, Series 1997A (the
"Series 1997A Bonds").
PFM believes that a negotiated, rather than a competitive sale, is the most appropriate
method of sale for the Series 1997A Bonds. Under a negotiated sale, unlike a competitive sale,
the City's investment banking team is able to assist the financing team in structuring the
transaction and in pre-sale marketing activities to insure that the Series 1997A Bonds will be
well received by the municipal market. We believe that this type of assistance will be necessary
in order to adequately address potential investor concerns and provide sufficient pre-sale interest
in the Series 1997A Bonds. Additionally, tax-exempt interest rates have been subject to
considerable volatility during recent months, a negotiated sale will provide the City with more
flexibility than a competitive sale with regard to entering the market at the most opportune time.
Under current market conditions, PFM believes that purchasing municipal bond insurance
for the Series 1997A Bonds, at the quoted price of 19 basis points, would provide the City with a
significant economic benefit. With the purchase of bond insurance from AMBAC Indemnity
Corporation ("AMBAC"), AMBAC has agreed to amend the existing Reserve Account Credit
Facility Substitute purchased for the City's Water and Sewer Revenue Bonds, Series 1991 B (the
Refunded Bonds) to now cover the Series 1997A Bonds for no additional fee. The use of such
credit enhancement allows the City to broaden the scope of prospective investors for the Series
1997A Bonds. The present value savings attributable to the lower interest costs to be received on
the Series 1997A Bonds will more than offset the cost of credit enhancement.
Sincerely,
PUBLIC FINANCIAL MANAGEMENT, INC.
Senior Managing Consultant
Atlanta Austin Boston Dallas Fort Myers Harrisburg Memphis Minneapolis Newport Beach Orlando Philadelphia Pittsburgh San Frandsco
RSW:3927-1 (31301 !.doc) 11/18/97 1:50 PM
ATTO R N E Y S AT LAg/
IflflUfll6
Stephen D. Sanford
561-650-7945
November 14, 1997
To all Persons on the attached Distribution List:
City of Delray Beach, Florida
Water and Sewer Revenue Refunding Bonds
Series 1997 A
Enclosed herewith is a first draft of the award and details resolution relating to the
above-referenced financing. If the market cooperates, the enclosed resolution, in completed
form, will be considered for adoption on Tuesday, November 18, 1997. I have also enclosed
a copy of the Blanket Issuer of Representations which is required by DTC to issue book-entry
only bonds.
Please do not hesitate to call with any questions or comments you may have.
Very truly yours,
Stephen D. Sanford
Enclosures
GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & QUENTEL, P.A.
P.O. Box 20629 WEST PALM REACH, FLORIDA 33416-0629
561-650-7900 FAX 561-655-6222
777 SOUT8 FLAGLER DriVE SUITE 310 EAST WEST PALM REACH, FLORIDA 33401
MIAMI NEW YORK WASHINGTON, D.C.
FORT LAUDERDALE WEST PALM BEACH TALLAHASSEE ORLANDO
CITY OF DELRAY BEACH, FLORIDA
Water and Sewer Revenue Refunding Bonds
Series 1997
Distribution List
David T. Harden
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, FL 33444
(561) 243-7010
(561) 243-3774-Fax
Joseph M. Safford
Finance Director
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, FL 33444
(561) 243-7000
(561) 243-7166-Fax
Becky O'Connor
Treasurer
City of Delray Beach
100 N.W. 1 st Avenue
Delray Beach, FL 33444
(561) 243-7120
(561) 243-3774-Fax
Susan Ruby, Esq.
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, FL 33444
(561) 243-7092
(561) 2784755-Fax
Lavon Wisher
Patti Garrett
Public Financial Management, Inc.
5900 Enterprise Parkway
Fort Myers, FL 33905
(941) 693-7117
(941) 693-6483-Fax
Arthur Ziev
Kevin McCarty
Raymond James & Associates
220 Congress Park Drive
Suite 240
Delray Beach, FL 33445
(561) 279-0064
(561) 243-0082-Fax
Howard Braun
Dave Sutton
Raymond lames & Associates
880 Carillon Parkway
St. Petersburg, FL 33716
(800) 248-8863
(813) 573-8315-Fax
David Levy
Smith Barney, Inc.
777 South Flagler Drive
Suite 801
West Palm Beach, FL 33401
(561) 655-1122
(561) 832-8663-Fax
Grace Dunlap
Bryant, Miller and Olive, P.A.
Barnett Plaza, Suite 1265
101 East Kennedy Boulevard
Tampa, FL 33602
(813) 273-6677
(813) 223-2705-Fax
Elizabeth Feezor
The Bank of New York
Trust Company of Florida, N.A.
Towermar¢ Plaza
10161 Centurion Parkway
Jacksonville, Florida 32256
(9O4) 645-19C~
(9O4) 645-1998 - Fax
WIt'l~dql]~) RDS/163 .~/I/'3 S1~/.01L IX)~/I II! 4/~114b"'/l'/_O lO, IlO '2-
Robert Sakariassen
Client Information Services
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
(212) 668-0340
(212) 208-3282 - Fax
Timothy D. Wolfe, Esq.
Greenberg Traurig Hoffxnan
Lipoff Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0517
(305) 579-0717 - Fax
Stephen D. Sanford, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
777 South Flagler Drive
Suite 310 East
West Palm Beach, FL 33401
(561) 650-7945
(561) 655-6222-Fax
Wfl~/~d~OItl3S/1635'/I,"JSY~d) I !.IX)CJI 1114/~/16'/1'/.0 IGQQO -3-
$15,030,000
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE REFUNDING BONDS
SERIES 1997 A
BOND PURCHASE AGREEMENT
November 18, 1997
City Commission
City of Delray Beach, Florida
100 N.W. First Avenue
Delray Beach, Florida 33444
Honorable Mayor and Commissioners:
The undersigned Raymond James & Associates, Inc. and Smith
Barney Inc. (collectively, the "Underwriter") hereby offers to
enter into the following agreement with the City of Delray Beach,
Florida (the "city"), which, upon acceptance of this offer by the
City, will be binding upon the City and the Underwriter. This
offer is made subject to acceptance by the City by execution of
this Bond Purchase Agreement (this "Purchase Agreement") and its
delivery to the Underwriter at or prior to 11:59 p.m., eastern
time, on the date of this Purchase Agreement, and, if not so
accepted, will be subject to withdrawal by the Underwriter upon
written notice to the City at any time prior to its acceptance by
the City.
1. Purchase and Sale of Bonds. Subject to the terms and
conditions and in reliance upon the representations, warranties and
covenants set forth in this Purchase Agreement, the Underwriter
agrees to purchase from the City for offering to the public, and
the City agrees to sell and deliver to the Underwriter for such
purpose, all, but not less than all, of the City's $15,030,000
aggregate principal amount of Water and Sewer Revenue Refunding
Bonds, Series 1997 A (the "Bonds") at a purchase price of
$15,332,032.85 (representing the $15,030,000 original principal
amount of the Bonds, less $89,360.15 of Underwriter's discount and
less $832.55 of original issue discount plus $392,225.55 of
original issue premium) plus accrued interest for the Bonds of
$6,284.06 from December 1, 1997 to the date of Closing, as herein
defined.
The City hereby acknowledges receipt of a check from the
Underwriter payable to the city in an amount equal to approximately
one percent (1%) of the principal amount of the Bonds (the "Good
Faith Check") as security for the performance by the Underwriter of
its obligation to accept and pay for the Bonds at the Closing (as
defined below) in accordance with the provisions of this Purchase
Agreement. The City shall retain the check, uncashed, under the
circumstances set forth in this paragraph. In the event the City
fails to deliver the Bonds at the Closing for any reason outside of
its control, or if the City shall be unable to satisfy the
conditions to the obligations of the Underwriter contained in this
Purchase Agreement or if such obligations shall be terminated for
any reason permitted by this Purchase Agreement, the City shall be
obligated to immediately return the uncashed Good Faith Check to
the Underwriter and the return of such Check shall constitute full
satisfaction of any damages or claims the Underwriter may have
against the City. In the event the Underwriter accepts and pays
for the Bonds at Closing, the uncashed Good Faith Check shall be
returned to the Underwriter at Closing. In the event the
Underwriter fails (other than for a reason permitted under this
Purchase Agreement) to accept and pay for the Bonds at Closing, the
Good Faith Check may be cashed and its proceeds shall be retained
by the City as, and for, full liquidated damages for such failure,
and not as a penalty, and for any and all defaults on the part of
the Underwriter, and upon the cashing of the Good Faith Check, all
claims and rights against the Underwriter shall be fully released
and discharged, it being understood by the City and the Underwriter
that actual damages in such circumstances may be difficult or
impossible to compute.
Concurrently with the delivery of the Bonds, Ambac Assurance
Corporation (the "Bond Insurer") will deliver for the benefit of
the holders of the Bonds, a policy of insurance guaranteeing the
timely payment of principal of and interest on the Bonds (the "Bond
Insurance Policy").
Z. Public Offering. It shall be a condition to the City's
obligation to sell and deliver the Bonds to the Underwriter, and to
the obligation of the Underwriter to purchase and accept delivery
of the Bonds, that the $15,030,000 aggregate principal amount of
the Bonds authorized by the Resolutions (hereinafter defined) shall
be sold and delivered by the City, and purchased, accepted and paid
for by the Underwriter at the Closing. The Underwriter agrees to
use its best efforts to make a bona fide public offering of all of
the Bonds at such initial public offering price or yield as the
Underwriter shall determine to be appropriate in light of
prevailing market conditions at the time of such offering. The
Underwriter hereby represents to the City that each Underwriter is
registered under the Securities Exchange Act of 1934, as amended,
as a municipal securities dealer. The Underwriter has determined,
based upon its review of the Official Statement under the heading
"Secondary Market Disclosure" and of the Resolutions, that the City
has undertaken to provide the information required by Rule 15c2-12
of the Securities Exchange and Commission.
$. Closing. At or before 1:00 p.m., eastern time on
December 4, 1997, or at such other time or on such other date as is
2
mutually agreed by the City and the Underwriter at a location
agreeable to the Underwriter and the City (the "Closing"), the City
shall deliver, or cause to be delivered, the Bonds to the
Underwriter in book-entry form, duly executed and authenticated by
The Bank of New York, New York, New York as bond registrar (the
"Bond Registrar"), together with the other documents described in
this Purchase Agreement. Subject to the terms and conditions of
this Purchase Agreement, the Underwriter shall accept such delivery
and deliver the purchase price of the Bonds to the City by wire
transfer in immediately available funds to an account to be
designated by the City. The Bonds shall be printed or lithographed
in form satisfactory to the Underwriter, shall bear CUSIP numbers
and shall be prepared and delivered as fully registered Bonds
without coupons in authorized denominations, registered in the name
of Cede & Co. or in such other names and denominations as the
Underwriter may designate to the City in writing within seven (7)
Business Days of the date hereof and at least three (3) Business
Days prior to Closing, and the Bonds shall be made available to the
Underwriter on the business day before the Closing for purposes of
inspection and packaging. Delivery of the Bonds shall be made at
the offices of The Depository Trust Company, New York, New York, or
such other location as is mutually acceptable to the Underwriter
and the City. Time shall be of the essence and payment and
delivery at the time and place specified pursuant to this Purchase
Agreement is a further condition of the obligation of the
Underwriter and the City.
4. Bonds. The Bonds shall be dated, shall mature and shall
bear interest at the rates described in the Resolutions. The Bonds
shall be issued under the authority of and in full compliance with
the Constitution and laws of the State of Florida, including
Chapter 166, Florida Statutes, as amended and supplemented, the
City Charter of the City as amended and supplemented, and other
applicable provisions of law. The Bonds are being issued more
specifically pursuant to Resolution No. 39-88, adopted by the City
Commission of the City (the "Commission") on July 12, 1988, as
supplemented by a resolution adopted by the Commission on August
19, 1997, and a resolution adopted by the Commission on the date of
this Purchase Agreement fixing the details of the Bonds
(collectively, the "Resolutions"). The City previously issued its
Water and Sewer Refunding Revenue Bonds, Series 1988, its Water and
Sewer Revenue Bonds, Series 1991 A, and its Water and Sewer
Refunding Revenue Bonds, Series 1993 A and 1993 B (the "Outstanding
Bonds"). The Bonds are being issued on a parity with the
Outstanding Bonds, secured by a first lien on and pledge of the Net
Revenues (as defined in the Resolutions) derived from the operation
of the Combined Public Utility (as defined in the Resolutions) and
from money on deposit in the various funds and accounts created and
established pursuant to the terms and provisions of the Resolutions
and money attributable to the Bonds (collectively, the "Pledged
Revenues").
5. official Statement. The City approves the preparation of
an Official Statement in the form of the Preliminary Official
Statement attached to this Purchase Agreement as Exhibit A with the
insertion of the terms set forth in the City Commission's
resolution 81-97 adopted on even date herewith (the "Official
Statement"). The City hereby deems the Preliminary Official
Statement dated November 10, 1997 final as of its date for purposes
of Rule 15c2-12. As soon as practicable after the date of this
Purchase Agreement, and in any event, within seven business (7)
days of such date, as required by paragraph (b) (3) of Rule 15c2-12
of the Securities and Exchange Commission ("SEC") or the Rules of
the Municipal Securities Rulemaking Board ("MSRB"), the City shall
deliver or cause to be delivered to the Underwriter copies of the
final printed Official Statement, dated the date of this Purchase
Agreement (the "Final Official Statement"), in sufficient
quantities to allow the Underwriter to comply with paragraph (b) (4)
of Rule 15c2-12 of the SEC and the rules of the MSRB, in
substantially the form attached to this Purchase Agreement with
only such changes as shall be approved by the City and the
Underwriter.
6. Representations and Warranties of the City. The City, by
its acceptance and execution of this Purchase Agreement,
represents, warrants and covenants to the Underwriter that:
(a) The City is a municipal corporation, duly organized
and validly existing under the Constitution and laws of the
State of Florida, and has, and at the date of the Closing will
have, full legal right, power and authority (1) to issue the
Bonds for the purposes set forth in the Official Statement,
(2) to comply with the provisions of the Resolutions, the
Escrow Deposit Agreement dated as of December 1, 1997 (the
"Escrow Deposit Agreement") and this Purchase Agreement, and
(3) to carry out and consummate all of the transactions
contemplated by the Resolutions, the Escrow Deposit Agreement
and this Purchase Agreement applicable to it.
(b) The City has complied, and will at the Closing be in
compliance in all respects, with the Resolutions and the
Constitution and laws of the State of Florida in all matters
and transactions relating to this Purchase Agreement.
(c) The City has duly adopted the Resolutions and
authorized and approved (1) the execution and delivery and
performance of this Purchase Agreement, the Escrow Deposit
Agreement and the Bonds, (2) the use and distribution of the
Preliminary Official Statement and the execution, delivery and
distribution of the Final Official Statement, and (3) the
taking of any and all such action as may be required on the
part of the City to carry out, give effect to and consummate
the transactions contemplated by this Purchase Agreement, the
4
Escrow Deposit Agreement, the Bonds and the Final Official
Statement.
(d) The Resolutions have been duly adopted by the City
and are in full force and effect and constitute legally valid
and binding obligations of the City enforceable in accordance
with their terms, and each of this Purchase Agreement and the
Escrow Deposit Agreement has been duly approved, authorized,
executed and delivered by the City, and, assuming due
authorization, execution and delivery by the other parties
thereto, each constitutes the legal, valid and binding
obligation of the City enforceable in accordance with their
terms.
(e) When delivered to and paid for by the Underwriter at
the Closing in accordance with the provisions of this Purchase
Agreement, the Bonds will have been duly authorized, executed,
authenticated, issued and delivered, will constitute legal,
valid and binding limited obligations of the City and will be
entitled to the benefit and security of the Resolutions.
(f) Upon the execution, issuance and delivery of the
Bonds, the Resolutions will provide, for the benefit of the
holders from time to time of the Bonds, a legally valid and
binding pledge of and a security interest in Pledged Revenues,
which will be sufficient to pay the principal of and interest
on the Bonds, when due.
(g) Other than any approvals that might be required
under the securities laws of any state and the filing of Form
8038 with the Internal Revenue Service and disclosure forms
with the Florida Division of Bond Finance, no approval,
permit, consent or authorization of, or registration or filing
with, any governmental or public agency or authority or any
other entity not already obtained or to be obtained prior to
Closing, or made, or to be made prior to Closing is required
to be obtained by the city in connection with the issuance and
sale of the Bonds, or the execution and delivery by the City
of, or the due performance of its obligations under, this
Purchase Agreement, the Escrow Deposit Agreement, the Bonds,
and the Resolutions, and any such approvals, permits, consents
or authorizations so obtained are in full force and effect.
(h) Except with respect to any Blue Sky laws as to which
the City makes no representation, the City has no reason to
believe that it will not obtain any approval, permit, consent
or authorization of any governmental or public agency or any
other entity not already obtained which is required in
connection with the transactions contemplated by the
Resolutions, the Escrow Deposit Agreement or this Purchase
Agreement.
5
(i) To the best of its knowledge, the City is not in
breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of
Florida or the United States, the Resolutions, the Escrow
Deposit Agreement, the City Charter of the City, or any
applicable judgment or decree or any other loan agreement,
indenture, bond, note, resolution, agreement or other
instrument to which the City is a party or to which the City
or any of its property or assets is otherwise subject, that
could have an adverse affect on the business or operations of
the City, and no event has occurred and is continuing that
with the passage of time or the giving of notice, or both,
would constitute a default under any such instrument.
(j) To the best of its knowledge, the adoption of the
Resolutions, the execution and delivery by the City of this
Purchase Agreement, the Escrow Deposit Agreement, the Bonds
and any other instrument to which the City is a party and
which is used or contemplated for use in conjunction with the
transactions contemplated by the Resolutions or this Purchase
Agreement, and the compliance with the provisions of each such
instrument and the consummation of any transactions
contemplated of each, will not conflict with or constitute a
breach of, or default under any indenture, commitment,
agreement, or other instrument to which the City is a party or
by which it is bound, or under any provision of the
Constitution of the State of Florida or any existing law,
rule, regulation, ordinance, judgment, order or decree to
which the City or its properties is subject.
(k) There is no action, suit, hearing, inquiry or
investigation, at law or in equity, before or by any court,
public board, agency or body, pending or, to the best
knowledge of the City, threatened against or affecting the
City (nor to the best knowledge of the City is there any basis
for any such proceeding) or any of its Commissioners or
officers in their respective capacities as such, in which an
unfavorable decision, ruling or finding would, in any way,
adversely affect (1) the transactions contemplated by the
Resolutions, the Escrow Deposit Agreement or this Purchase
Agreement, (2) the organization, existence or powers of the
City or any of its Commissioners or officers in their
respective capacities, (3) the business, properties or assets
or the condition, financial or otherwise, of the City, (4) the
validity or enforceability of the Bonds, this Purchase
Agreement, the Escrow Deposit Agreement, the Resolutions, or
any other indenture, resolution commitment, agreement or other
instrument to which the City is a party or by which it is
bound, and which is used or contemplated for use in
conjunction with the transactions contemplated by this
Purchase Agreement, the Escrow Deposit Agreement or by the
6
Resolutions, (5) the exclusion from gross income for federal
income tax purposes of the interest on the Bonds, (6) the
issuance, sale or delivery of the Bonds, or (7) the imposition
and collection of Gross Revenues (as defined in the
Resolutions) or any other monies or properties pledged or to
be pledged under the Resolutions to pay the principal or
premium, if any, or interest on the Bonds.
(1) The City has not issued, assumed or guaranteed any
indebtedness, incurred any material liabilities, direct or
contingent, or entered into any contract or arrangement of any
kind payable from or secured by a pledge of its Pledged
Revenues, except as set forth in the Official Statement.
(m) The Official Statement does not contain any untrue
or misleading statement of a material fact or omit to state
any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.
(n) The financial statements of the City contained in
the Official Statement present fairly the financial condition
and results of operations of the City at the dates and for the
periods set forth therein, and there have been no material
changes in the financial operation, conditions or results of
the City since the date of such statements.
(o) The City has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect
that the City is a bond issuer whose arbitrage certifications
may not be relied upon.
(p) Any certificate delivered in connection with the
sale of the Bonds and signed by any official of the City
authorized to do so shall be deemed a representation and
warranty by the City to the Underwriter as to the statements
made in such certificate.
(q) The City has not, since December 31, 1975, been in
default in the payment of principal of, premium, if any, or
interest on, or otherwise been in default with respect to, any
bonds, notes or other obligations which it has issued, assumed
or guaranteed as to payment of principal, premium, if any, or
interest.
(r) (i) For the purposes of this Purchase Agreement, the
term "Disclosure Period" shall mean the earlier of (1) ninety
(90) days from the End of the Underwriting Period, or (2) the
time when the Final Official Statement is available to any
person from a nationally recognized municipal securities
information repository, but in no case less than twenty-five
(25) days following the End of the Underwriting Period.
(ii) For the purposes of this Purchase Agreement,
the term "End of the Underwriting Period" shall mean the later
of such time as (1) the Closing, or (2) the time at which the
Underwriter does not retain, directly or as members of an
underwriting syndicate, an unsold balance of the Bonds for
sale to the public.
(iii) Both at the time of acceptance of this
Purchase Agreement by the City and (unless amended or
supplemented as described in Section 6(u) of this Purchase
Agreement) at all times during the Disclosure Period the
statements and the information contained in the Final Official
Statement pertaining to the City and the use and application
of the proceeds of the Bonds are and will be true, correct and
complete in all material respects and the Final Official
Statement, to the knowledge of the City, does not as of the
date of acceptance of this Purchase Agreement and the Final
Official Statement will not (unless amended or supplemented as
described in Section 6(u) of this Purchase Agreement) at all
times during the Disclosure Period, contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements and information
therein, in light of the circumstances under which they were
made, not misleading in any material respect.
(s) Prior to the execution of this Purchase Agreement,
the City delivered to the Underwriter copies of the
Preliminary Official Statement which the City deemed to be
final for purposes of Rule 15c2-12 as of the date of the
Preliminary Official Statement, except for the omission of no
more than the following information: the offering price(s),
interest rate(s), selling compensation, aggregate principal
amount, principal amount per maturity, delivery date, ratings
and other terms of the Bonds depending on such matters.
(t) If the Final Official Statement is supplemented or
amended pursuant to Section 6(u) of this Purchase Agreement,
at the time of each supplement or amendment to the Final
official Statement and (unless subsequently again supplemented
or amended pursuant to Section 6(u) of this Purchase
Agreement) at all times during the Disclosure Period, the
Final Official Statement as so supplemented or amended will
not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements contained in the Final official Statement, in the
light of the circumstances under which they were made, not
misleading.
8
(u) During the Disclosure Period, the City will (i) not
adopt any amendment of or supplement to the Final Official
Statement to which, after having been furnished with a copy,
the Underwriter shall reasonably object in writing, unless the
City has obtained the opinion of Bond Counsel (as defined
below), stating that such amendment or supplement is necessary
in order to make the Final Official Statement not misleading
in light of the circumstances existing at the time that it is
delivered to a purchaser, and (ii) if any event relating to or
affecting the City shall occur which would or might cause the
information contained in the Final Official Statement, as then
supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to
be stated in the Final Official Statement or necessary to make
the statements in the Final Official Statement, in light of
the circumstances under which they were made, not misleading,
the City shall notify the Underwriter thereof, and if as a
result of which it is necessary, in the opinion of Counsel to
the Underwriter (as defined below), to amend or to supplement
the Final Official Statement in order to make the Final
Official Statement not misleading in light of the
circumstances existing at the time it is delivered to a
purchaser, the City shall promptly prepare and furnish to the
Underwriter (at the expense of the City unless such untrue
statement is a result of information provided by the Bond
Insurer or Underwriter) a reasonable number of copies of an
amendment of or supplement to the Final Official Statement (in
form and substance satisfactory to the Underwriter and the
City) which will amend or supplement the Final Official
Statement so that such Final Official Statement, as amended or
supplemented, will not contain an untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements in the Final Official Statement,
in light of the circumstances existing at the time the Final
Official Statement is delivered to a purchaser, not misleading
in any material respect. Unless otherwise notified in writing
by the Underwriter on or prior to the Closing Date, the End of
the Underwriting Period for the Bonds for all purposes of Rule
15c2-12 and Section 6(r) (ii) above, is the Closing Date. In
the event such notice is given in writing by the Underwriter,
the Underwriter agrees to notify the City in writing following
the occurrence of the End of the Underwriting Period for the
Bonds.
(v) The City shall cause to be made available to the
Underwriter such reasonable quantities, not to exceed 300
copies, of the Final Official Statement as the Underwriter may
request for use in connection with the offering and sale of
the Bonds.
(w) The City shall apply the proceeds from the sale of
the Bonds, including, without limitation, the investment of
such proceeds, as provided in and subject to all of the terms
and provisions of the Resolutions.
(x) The city shall not take or omit to take any action
which action or omission will adversely affect the exclusion
from gross income for federal income tax purposes of the
interest on the Bonds under Section 103 of the Internal
Revenue Code of 1986, as amended.
(y) The City shall furnish such information and execute
such instruments as the Underwriter may reasonably request to
qualify the Bonds for offer and sale under the Blue Sky or
other securities laws and regulations of such states and other
jurisdictions in the United States as the Underwriter may
designate and to determine the eligibility of the Bonds for
investment under the laws of such states and other
jurisdictions and to continue such qualifications in effect so
long as required for the distribution of the Bonds, provided
that the City shall not be required to execute a general or
special consent to service of process or qualify to do
business in connection with any such qualification or
determination in any jurisdiction.
(z) The City shall advise the Underwriter immediately of
receipt by the City of any notification with respect to the
suspension of the qualification of the Bonds for sale in any
jurisdiction or the initiation or threat of any proceeding for
that purpose.
(aa) The City shall comply with the continuing disclosure
requirements of the Resolutions and recognizes and
acknowledges that the Underwriter has and is relying upon such
agreement by the City to provide certain financial information
and operating data in order to "reasonably determine" that the
City has entered into a written contract for the benefit of
the holders of the Bonds as required by Rule 15c2-12(b) (5) of
the SEC (the "Rule"). The City has never failed to comply with
any prior agreements to provide continuing disclosure
information pursuant to the Rule.
7. Conditions of Closing. The Underwriter has entered into
this Purchase Agreement in reliance upon the representations,
warranties and agreements of the City contained in this Purchase
Agreement, the Resolutions, and in the documents and instruments
delivered at the Closing, and upon the performance by the City of
its obligations, as of the date of the Closing. Accordingly, the
City's obligations under this Purchase Agreement shall be subject
to conditions set forth in Section 7(b) below, and the Under-
writer's obligations under this Purchase Agreement to cause the
10
acceptance of delivery and payment for the Bonds shall be subject
to the performance by the City of its obligations contained in this
Purchase Agreement at or prior to the Closing, and shall also be
subject to the following conditions:
(a) At the Closing, (i) the Resolutions, the Escrow
Deposit Agreement and this Purchase Agreement shall be in full
force and effect and shall not have been repealed, amended,
modified or supplemented, except as may have been agreed to in
writing by the Underwriter, and the City shall have executed
and there shall be in full force and effect and there shall
have been taken in connection therewith and in connection with
the issuance of the Bonds all such action as shall, in the
opinion of the City Counsel (as defined below), Greenberg,
Traurig Hoffman Lipoff Rosen & Quentel, P.A. ("Bond Counsel")
or Bryant, Miller and Olive, P.A. ("Counsel to the
Underwriter"), be necessary in connection with the
transactions contemplated by this Purchase Agreement, (ii) the
Bonds shall have been duly authorized, executed and delivered,
(iii) the Final Official Statement shall not have been
amended, modified or supplemented, except as may have been
agreed to in writing by the Underwriter, and (iv) the City
shall perform or have performed all of its obligations under
or specified in this Purchase Agreement, the Escrow Deposit
Agreement, the Official Statement and the Resolutions to be
performed at or prior to the Closing.
(b) At or prior to the Closing, the Underwriter and the
City shall have received the following documents:
(1) Evidence of compliance with Florida Statutes
§215.84, as amended.
(2) Copies of the Resolutions certified by the City
Clerk under the seal of the City as true copies and as
having been adopted with only such amendments, modifica-
tions or supplements as may have been approved by the
Underwriter.
(3) An executed Financial Guaranty Agreement, as
amended if applicable, and the Escrow Deposit Agreement.
(4) The Final Official Statement executed on behalf
of the City by the Mayor or other authorized officer of
the Commission.
(5) A certificate of the City, dated the date of
Closing, signed on its behalf by the Mayor of the City or
his designee, in form and substance satisfactory to Bond
Counsel, the Underwriter and Counsel to the Underwriter,
in which such official, to the best of his or her
11
knowledge, states: (A) that the representations and
warranties of the City contained in this Purchase
Agreement are true and correct in all material respects
as of the Closing, that the City has satisfied all
conditions on its part to be performed or satisfied under
this Purchase Agreement at or prior to the Closing, and
that the information and statements with respect to the
City contained in the Final Official Statement are true,
correct and complete in all material respects for the
purposes for which such Final Official Statement is to be
used, and nothing has come to his or her attention that
would lead him or her to believe that such information in
the Final Official Statement includes any untrue
statement of a material fact or omits to state a material
fact necessary to make the statements in the Final
official Statement, in the light of the circumstances
under which they were made, not misleading; (B) that no
event affecting the City has occurred since the date of
the Final Official Statement which should be disclosed in
the Final official Statement for the purposes for which
it is to be used or which it is necessary to disclose in
the Final Official Statement in order to make the
statements and information in the Final Official
Statement not misleading in any material respect; (C)
that the financial statements and the other financial and
statistical data relating to the city included in the
Final Official Statement are true and correct as of the
date of such certificate; and (D) that no obligations
issued or guaranteed by the City are in default as to
payment of principal or interest or have been in default
as to payment of principal or interest at any time after
December 31, 1975.
(6) An opinion, dated the date of Closing, of Bond
Counsel, substantially in the form attached as Appendix
D to the Final Official Statement.
(7) An opinion or opinions, dated the date of
Closing, of Bond Counsel, in substantially the form of
Exhibit B hereto.
(8) An opinion, dated the date of Closing, of Susan
A. Ruby, Esquire (the "City Counsel"), in substantially
the form of Exhibit C hereto.
(9) An opinion, dated the date of Closing, of
Counsel to the Underwriter, in substantially the form of
Exhibit D hereto.
(10) A certificate, dated the date of Closing, of
the authorized officers of the City to the effect that,
12
on the basis of the facts, estimates and circumstances in
effect on the Closing Date, it is not expected that the
proceeds of the Bonds will be used in a manner that would
cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of
1986, as amended.
(11) Evidence satisfactory to the Underwriter that
the Bond Insurance Policy and the Surety Bond have been
issued by the Bond Insurer and are in full force and
effect and secure the Bonds.
(12) An opinion of Bond Insurer's counsel, addressed
to the Underwriter, to the effect that (i) the Bond
Insurer is a stock insurance corporation duly
incorporated and validly existing and in good standing
under the laws of the State of New York, (ii) the Bond
Insurance Policy and the Surety Bond have been duly
executed and is a valid and binding obligation of the
Bond Insurer enforceable in accordance with their terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization, rehabilitation and other similar laws of
general applicability relating to or affecting creditors'
and/or claimants' rights against insurance companies and
the general equity principles, and (iii) the statements
contained in the Preliminary official Statement and the
Official Statement under the captions "MUNICIPAL BOND
INSURANCE" and "SURETY BOND", insofar as such statements
constitute a description of the Bond Insurance Policy and
the Surety Bond, accurately summarize the Bond Insurance
Policy and the Surety Bond, and the form attached as
"APPENDIX E" to the Official Statement is a true and
correct form of the Bond Insurance Policy.
(13) Evidence of the issuance and maintenance on the
Closing Date of ratings assigned to the Bonds of not less
than "Aaa" from Moody's Investors Service, Inc. and not
less than "AAA" from Standard & Poor's Ratings Service.
(14) A certificate of an authorized representative
of The Bank of New York, New York, New York (the "Bank"),
as Registrar and Paying Agent, to the effect that (A) the
Bank is a state banking corporation duly organized,
validly existing and in good standing under the laws of
the State of New York and is duly authorized to exercise
trust powers in the State of Florida, (B) the Bank has
all requisite authority, power, licenses, permits and
franchises, and has full corporate power and legal
authority to execute and perform its functions under the
Resolutions, (C) the performance by the Bank of its
functions under the Resolutions will not result in any
13
violation of the Articles of Association or Bylaws of the
Bank, any court order to which the Bank is subject or any
agreement, indenture or other obligation or instrument to
which the Bank is a party or by which the Bank is bound,
and no approval or other action by any governmental
authority or agency having supervisory authority over the
Bank is required to be obtained by the Bank in order to
perform its functions under the Resolutions, (D) to the
best of such authorized representative's knowledge, there
is no action, suit, proceeding or investigation at law or
in equity before any court, public board or body pending
or, to his or her knowledge, threatened against or
affecting the Bank wherein an unfavorable decision,
ruling or finding on an issue raised by any party thereto
is likely to materially and adversely affect the ability
of the Bank to perform its obligations under the
Resolutions, and (E) the Bonds have been authenticated in
accordance with the terms of the Resolutions;
(15) The verification report of KPMG Peat Marwick,
dated the date of Closing or such earlier date as may be
agreed, in form and in substance satisfactory to the
Underwriter and Bond Counsel, verifying the mathematical
accuracy and computations relating to the sufficiency of
the escrow established by the Escrow Deposit Agreement,
to pay the debt service and premium, if any, on the
City's Water and Sewer Revenue Bonds, Series 1991 B (the
"Refunded Bonds"), to be refunded, and the yields on the
Bonds and the investments in the escrow account
established pursuant to the Escrow Deposit Agreement;
(16) A certificate of The Bank of New York, New
York, New York (the "Escrow Agent") dated the date of
Closing, to such effect as the City and the Underwriter
may reasonably request, including, without limitation, to
the effect that (A) the Escrow Agent has all requisite
authority, power, licenses, permits and franchises, and
has full corporate power and legal authority to execute
and perform its functions under the Escrow Deposit
Agreement, (B) the acceptance by the Escrow Agent of the
duties and obligations of the Escrow Agent under the
Escrow Deposit Agreement, and compliance with the
provisions thereof, will not conflict with or constitute
a breach of or default under any law or administrative
regulation or, to the knowledge of such counsel, any
consent decree or any agreement or other instrument to
which the Escrow Agent is subject or violate the
organizational documents of the Escrow Agent, (C) all
approvals, consents and orders of any governmental
authority or agency having jurisdiction in the matter
which would constitute a condition precedent to the
14
performance by the Escrow Agent of its obligations under
the Escrow Deposit Agreement have been obtained and are
in full force and effect, (D) there is no litigation,
proceeding or investigation relating to the Escrow Agent
before or by any court, public board or body pending or
to the best of its knowledge threatened against or
affecting the Escrow Agent challenging the validity of,
or in which an unfavorable decision, ruling or finding
would materially adversely affect the Escrow Agent's
ability to perform its duties under the Escrow Deposit
Agreement or the transactions contemplated thereby, and
(E) the duties and obligations of the Escrow Agent under
the Escrow Deposit agreement have been duly accepted by
the Escrow Agent;
(17) Such additional legal opinions, certificates
(including such certificates as may be required by
regulations of the Internal Revenue Service in order to
establish the tax exempt character of the Bonds, which
certificates shall be satisfactory in form and substance
to Bond Counsel), and other evidence as the Underwriter
or Bond Counsel or Counsel to the Underwriter may deem
necessary to evidence the truth and accuracy as of the
Closing of the representations and warranties of the City
herein contained and of the information contained in the
Final official Statement and the due performance and
satisfaction by the City at or prior to such time of all
agreements then to be performed and all conditions then
to be satisfied by it.
Ail of the opinions, letters, certificates, instruments and
other documents mentioned above or elsewhere in this Purchase
Agreement shall be deemed to be in compliance with the provisions
of this Purchase Agreement if, but only if, they are in form and
substance satisfactory to the Underwriter. Receipt of, and payment
for, the Bonds shall constitute evidence of the satisfactory nature
of such as to the Underwriter. The performance of any and all
obligations of the City under this Purchase Agreement and the
performance of any and all conditions in this Purchase Agreement
for the benefit of the Underwriter may be waived in writing by the
Underwriter in their sole discretion.
If the City shall be unable to satisfy the conditions to the
obligations of the Underwriter to cause the purchase, acceptance of
delivery and payment for the Bonds contained in this Purchase
Agreement, or if the obligations of the Underwriter to cause the
purchase, acceptance of delivery and payment of the Bonds shall be
terminated for any reason permitted by this Purchase Agreement,
15
this Purchase Agreement shall terminate, and neither the
Underwriter nor the City shall be under further obligation except
that the respective obligation of the Underwriter and the City set
forth in the second paragraph of Section 1 and in Section 9 shall
continue in full force and effect.
8. Termination. The Underwriter shall have the right to
terminate the Underwriter's obligations under this Purchase
Agreement to cause the purchase, acceptance of delivery and payment
for the Bonds by notifying the City in writing of its election to
do so if, after its execution and prior to the Closing:
(a) The marketability of the Bonds or their market
price, in the reasonable opinion of the Underwriter, has been
adversely affected by any decision issued by a court of the
United States (including the United States Tax Court) or of
the State of Florida, by any ruling or regulation (final,
temporary or proposed) or official statement issued by or on
behalf of the Department of the Treasury of the United States,
the Internal Revenue Service, or any other governmental agency
of the united States, or any governmental agency of the State
of Florida, or by a tentative decision with respect to
legislation reached by a committee of the House of
Representatives or the Senate of the Congress of the United
States, or by legislation enacted by, pending in, or favorably
proposed (whether by press release or otherwise) or reported
to either the House of Representatives or the Senate of the
Congress of the United States or either house of the
legislature of the State of Florida, or formally proposed to
the Congress of the United States by the President of the
United States or to the Legislature of the State of Florida by
the Governor of the State of Florida in an executive
communication, affecting directly or indirectly, prospectively
or retroactively, the tax status of the city, its property or
income, its bonds or obligations of a general character of the
Bonds (including the Bonds) or the interest thereon, or any
tax exemption or exclusion from gross income for federal tax
purposes granted or authorized pertaining thereto; or
(b) The United States shall have become engaged in
hostilities which have resulted in a declaration of war or a
national emergency, or there shall have occurred any other
outbreak of hostilities, or a local, national or international
calamity or crisis, financial or otherwise, the effect of such
outbreak, calamity or crisis being such as, in the reasonable
opinion of the Underwriter, would adversely affect the ability
of the Underwriter to market the Bonds (it being agreed by the
Underwriter that there is no outbreak, calamity or crisis of
such a character as of the date hereof); or
16
(c) There shall have occurred a general suspension or
cessation of trading on the New York Stock Exchange or in the
market for obligations of Florida issuers or in identifiable
segments of the market for bonds of the type proposed to be
issued by the City; or minimum or maximum prices for trading
shall have been fixed and be in force or maximum ranges for
prices for securities shall have been required and be in force
on the New York Stock Exchange or other national securities
exchanges, or the establishment of any new restrictions in
transactions involving securities materially affecting the
free market for securities (including the imposition of any
limitations on interest rates) whether established by the New
York Stock Exchange or other national securities exchanges,
the Securities and Exchange Commission, any other federal or
state agency or the United States Congress or Executive Order;
or
(d) There shall have been declared and be in force a
general banking moratorium by Federal, New York or Florida
authorities; or
(e) Any Federal, State or County court, authority or
regulatory body shall take action which adversely affects the
ability of the City to proceed with the Project as
contemplated by the Final Official Statement; or
(f) An event described in Section 6(u) hereof occurs
which in the opinion of the Underwriter requires a supplement
or amendment to the Final Official Statement, and such
supplement or amendment is not prepared by the City or such
event, supplement or amendment materially affects, in the
reasonable opinion of the Underwriter, the ability of the
Underwriter to offer or sell the Bonds or to enforce contracts
for the sale of Bonds.
9. Expenses. (a) The City agrees to pay, and the
Underwriter shall be under no obligation to pay, all expenses
incident to the performance of City's obligations hereunder,
including but not limited to (1) the cost of printing or other
reproduction (for distribution prior to, on or after the date of
acceptance of this Purchase Agreement) of the Final Official
Statement; (2) the cost of engraving, reproducing and signing the
definitive Bonds and the cost of reproducing and signing any
temporary Bonds issued and delivered pending the delivery of
definitive Bonds if the Bonds are non-book entry bonds; (3) the
fees and disbursements of Bond Counsel, Financial Advisor to the
City and any other experts or consultants retained by the City; (4)
the fees and disbursements of the bond registrar and paying agent
under the Resolutions and the escrow agent under the Escrow Deposit
Agreement; (5) charges by rating agencies for the rating of the
Bonds, if rated; (6) charges by the Bond Insurer, and (7) the out-
17
of-pocket expenses of the City, provided, however, at the direction
of the City, the Underwriter shall pay the charges set forth in (6)
above directly from net bond proceeds.
(b) The Underwriter shall pay, and the City shall be under no
obligation to pay, (1) the cost of qualifying the Bonds for sale in
various states chosen by the Underwriter and the cost of preparing
or printing any Blue Sky and legal investment memoranda to be used
in connection with such sale; and (2) out-of-pocket expenses,
including advertising, incurred by it in connection with its
offering and distribution of the Bonds, including the fees and
disbursements of Counsel to the Underwriter, any MSRB fees and fees
incurred to obtain CUSIP numbers.
(c) In the event that either the City or the Underwriter
shall have paid obligations of the other as set forth in this
Section, adjustment shall be made at or prior to Closing.
10. Disclosure. Concurrently with the delivery of this
Purchase Agreement, the Underwriter has delivered a disclosure
statement to the City as required pursuant to Section 218.385,
Florida Statutes, as amended. The Underwriter has also provided to
the City the Truth-in-Bonding Statement as set forth in Section 11
below. The City, by execution of this Purchase Agreement,
acknowledges receipt of such disclosure statement and Truth-
in-Bonding Statement.
11. Truth in Bonding Statement. (a) The City is proposing to
issue $15,030,000 City of Delray Beach, Florida, Water and Sewer
Revenue Refunding Bonds, Series 1997 A for the municipal purposes
described in the Official Statement. This debt is expected to be
repaid over a period of approximately 13 years. At a forecasted
net interest rate of 4.88%, total interest paid over the life of
the debt will be $8,593,988.75.
(b) The source of repayment or security for this
proposal to issue the Bonds is Pledged Revenues of the City.
Authorizing this debt will result in net present value savings of
approximately $759,222 of Pledged Revenues becoming available to
finance the other services of the City.
12. Miscellaneous. (a) Ail notices, demands and formal
actions hereunder shall be in writing and mailed, telegraphed or
delivered to:
The Underwriter: Raymond James & Associates, Inc.
220 Congress Park Drive
Suite 240
Delray Beach, FL 33445
Attention: Investment Banking
Division
18
The Clt¥: City of Delray Beach, Florida
100 N.W. First Avenue
Delray Beach, Florida 33444
Attention: Joseph M. Safford
(b) This Purchase Agreement will inure to the benefit of and
be binding upon the parties hereto and their successors and
assigns, and will not confer any rights upon any other person. The
terms "successors" and "assigns" shall not include any purchaser of
any of the Bonds from the Underwriter merely because of such
purchase. This Purchase Agreement shall not be assigned by the
City.
(c) All the representations, warranties, covenants and
agreements of the City in this Purchase Agreement shall remain
operative and in full force and effect, regardless of (1) any
investigation made by or on behalf of the Underwriter, or (2)
delivery of and payment for the Bonds hereunder. Unless otherwise
terminated in accordance with the terms hereof, this Purchase
Agreement shall terminate upon delivery of the Bonds to the
Underwriter and receipt by the City of the funds required pursuant
hereto. The agreements in Section 9 hereof shall survive any
termination or cancellation of this Purchase Agreement.
(d) If any provision of this Purchase Agreement shall be held
or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any jurisdiction
or jurisdictions, or in all jurisdictions, because it conflicts
with any provisions of any constitution, statute, rule of public
policy or any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative
or unenforceable in any other case or circumstance, or of rendering
any other provision or provisions of this Purchase Agreement
invalid, inoperative or unenforceable to any extent whatever.
(e) This Purchase Agreement shall become effective upon the
execution of the acceptance hereof by the Mayor of the city or
other authorized officer of the City and shall be valid and
enforceable at the time of such acceptance.
(f) This Purchase Agreement, when accepted in writing as
heretofore specified, shall constitute the entire agreement between
the parties and is made solely for the benefit of the City and the
Underwriter (including the successors or assigns of the
Underwriter).
(g) For purposes of this Purchase Agreement, "Business Day"
means any day on which the New York Stock Exchange is open for
trading and on which New York and Florida banks are open for
business.
19
(h) Section headings have been inserted in this Purchase
Agreement as a matter of convenience of reference only, and it is
agreed that such section headings are not a part of this Purchase
Agreement and will not be used in the interpretation of any
provisions of this Purchase Agreement.
(i) This Purchase Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
(j) This Purchase Agreement may be executed in several
counterparts, each of which shall be regarded as an original and
all of which shall constitute one and the same document.
~OND JMES & ASSOCIATES, INC.,
ts:
Accepted pursuant to resolution
of the City adopted as of the
date first ~e w~/
Aro~~~as to f~rm ~nd legality:
JN~OND~4087~PA3111117/971GEDIR
20
EXHIBIT A
TO BOND PURCHASE A~REEMENT
[Preliminary Official Statement]
EXH?B?T B
TO BOND PURCHASE A~REEMENT
[Bond Counsel Supplemental Opinion]
city of Delray Beach, Florida
Raymond James & Associates, Inc.
smith Barney Inc.
Re: $ City of Delray Beach, Florida, Water and
Sewer Revenue Refunding Bonds, Series 1997 A
Ladies and Gentlemen:
This supplemental opinion is rendered at your request in
connection with the issuance by the City of Delray Beach, Florida
(the "City"), of the above-captioned bonds (the "Bonds"). In
connection with that issuance, we have delivered to the City our
approving opinion, of even date herewith, as bond counsel (the
"Legal Opinion"). You may rely upon such Legal Opinion to the same
extent as if it were addressed to you.
This supplemental opinion is rendered at your request and upon
your acknowledgment that we have not assumed any obligation after
the date hereof to render legal advice or opinions to you with
respect to the Bonds. All capitalized terms not defined herein
shall have the same meaning as in the Bond Purchase Agreement,
dated , __, between the City and Raymond James &
Associates, Inc., on behalf of itself and Smith Barney Inc. (the
"Purchase Agreement"). All capitalized terms shall have the
meaning ascribed to them in the Basic Documents. For the purpose
of this opinion, the Resolutions, the Bonds, the Escrow Deposit
Agreement, the Guaranty Agreement, and the Purchase Agreement shall
be referred to as the Basic Documents.
We have examined the Basic Documents and such other documents
and certificates we deemed relevant and, based upon such
examination, we are of the opinion that, under existing law:
1. The Basic Documents and the Official Statement have
been duly authorized, executed and delivered on behalf of the
City. The Purchase Agreement, the Guaranty Agreement and the
Escrow Deposit Agreement constitute binding and enforceable
agreements of the City in accordance with their terms.
B-1
2. The Resolutions have been duly adopted by the City
and such Resolutions have not been amended or repealed. The
Resolutions create a valid first lien on the City's Pledged
Revenues in favor of the holders of the Bonds, and constitutes
a binding and enforceable agreement of the City in accordance
with its terms.
3. The City has duly executed and delivered the Final
Official Statement in accordance with the terms of the
Purchase Agreement, and the City has authorized its
distribution and use by the Underwriter in connection with the
public offering of the Bonds in accordance with the terms of
the Purchase Agreement.
4. The information in the Final Official Statement
under the captions "Introduction," "Plan of Refunding,"
"Description of the Series 1997 A Bonds" (except for the
information therein under the caption "Book-Entry Only
System"), "Security of Payment and Security for the Series
1997 A Bonds", "Tax Exemption", "Secondary Market Disclosure,"
and Appendix C, insofar as such statements summarize certain
provisions of the documents referred to in the Final Official
Statement, including without limitation, the Bonds, or refers
to the opinion bond counsel will render, constitutes a fair
and accurate Summary of the matters referred to therein.
5. The Bonds have been duly executed, authenticated and
delivered in accordance with the Resolutions.
6. The Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and
the Resolutions are exempt from qualification under the Trust
Indenture Act of 1939, as amended.
7. Upon the issuance of the Bonds, the Refunded Bonds
shall be deemed paid and shall no longer be outstanding under
the terms of the resolution authorizing their issuance, and
all liability of the City with respect to the Refunded Bonds
shall cease, terminate and be completely discharged and
extinguished, and the holders thereof shall be entitled to
payment solely out of the moneys and securities deposited
pursuant to the Escrow Deposit Agreement.
We are furnishing this opinion to you solely for your benefit
in connection with the original delivery of the Bonds. This
opinion is not to be used, circulated, quoted or otherwise referred
to in any other connection than as may be required by law.
Respectfully submitted,
B-2
EXHIBIT C
TO BOND PURCHASE AGREEMENT
[City Attorney Opinion]
City of Delray Beach, Florida
Raymond James & Associates, Inc.
Smith Barney Inc.
Re: $ City of Delray Beach, Florida, Water and
Sewer Revenue Refunding Bonds, Series 1997 A
Ladies and Gentlemen:
I am the City Attorney for the City of Delray Beach, Florida
(the "City") and have served in such capacity in connection with
the issuance of the above-captioned bonds (collectively, the
"Bonds") and related transactions. This opinion is furnished
pursuant to the Bond Purchase Agreement dated , 1997
(the "Purchase Agreement") between the City and Raymond James &
Associates, Inc., on its behalf and on behalf of Smith Barney Inc.
(the "Underwriter"). All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Purchase
Agreement.
I have reviewed such documents and instruments as I deemed
necessary to render the requested opinion. Based upon examination
of such documents and matters of law as I determined relevant for
the purposes of this opinion, and subject to the reservations set
forth herein, I am of the opinion that:
1. The City is a municipal corporation of the State of
Florida, duly organized and validly existing under the Constitution
and laws of the State of Florida.
2. The City is authorized to execute and deliver the Bonds,
the Purchase Agreement, the Escrow Deposit Agreement, and the
Official Statement and to perform its obligations thereunder or as
described therein.
3. The City is authorized to pledge to the repayment of the
Bonds the Pledged Revenues, the Resolutions have been duly adopted
by the City, and the City has fulfilled all requirements necessary
to impose and collect Gross Revenues.
C-1
4. The execution and delivery by the City of the Bonds, the
Purchase Agreement, the Escrow Deposit Agreement and the Final
Official Statement, and the performance of its obligations
thereunder or as described therein, for and in the name of the
City, have been duly authorized by the City, and it creates a valid
first lien on the Pledged Revenues.
5. The City has duly approved and executed the Final
Official Statement and has duly authorized the distribution thereof
by the Underwriter in connection with the public offering of the
Bonds.
6. The Resolutions, the Bonds, the Purchase Agreement, the
Escrow Deposit Agreement, have been duly authenticated, as
applicable, adopted, as applicable, authorized, executed and
delivered, as applicable, by the City and constitute valid and
legally binding obligations of the City enforceable against the
City in accordance with their respective terms.
7. To the best of my knowledge, no authorization, approval,
consent, license or other action of any court or public or
governmental or regulatory authority having jurisdiction over the
City that has not been obtained is or will be required for the
issuance and sale of the Bonds or the valid and lawful
authorization, execution and delivery of, or consummation by the
City of the other transactions contemplated by, the Resolutions,
the Purchase Agreement, the Escrow Deposit Agreement and the
Official Statement. I do not, however, express any opinion
regarding compliance with the Blue Sky, legal investment, or
Federal securities laws.
8. The adoption by the City of the Resolutions and the
execution and delivery by the City of the Bonds, the Purchase
Agreement, the Escrow Deposit Agreement and the Final Official
Statement and compliance on the City's part with the provisions
contained or described therein, will not conflict with, violate or
constitute a breach of or a default under (a) any existing law,
court or administrative regulation, order or decree, or to my best
knowledge(b) any commitment, mortgage, lease, indenture, agreement,
contract or instrument to which the City is a party or by which it
or any of its properties is bound.
9. To the best of my knowledge, after due inquiry, the City
is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Florida
or the United States, the Resolutions, the City Charter of the
City, the Escrow Deposit Agreement, or any applicable judgment or
decree or any other loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the City is a
party or to which the City or any of its property or assets is
otherwise subject, that could have an adverse effect on the
C-2
business or operations of the City, and no event has occurred and
is continuing that with the passage of time or the giving of
notice, or both, would constitute a default under any such
instrument.
10. To the best of my knowledge, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before
or by the Circuit Court of the State of Florida in and for the
Fifteenth Judicial Circuit or in the United States District Court
for the Southern District of Florida or any other court,
governmental agency, public board or body for which the City has
received actual notice, pending or, to the best of my knowledge,
after due investigation, threatened against the City or any of its
Commissioners or officers in their respective capacities as such
relating to (i) the transactions contemplated by the Resolutions,
the Escrow Deposit Agreement or the Purchase Agreement, (ii) the
organization, existence or powers of the City or any of its
Commissioners or officers in their respective capacities as such,
(iii) the business, properties or assets or the condition,
financial or otherwise, of the City, (iv) the validity or
enforceability of the Bonds, the Purchase Agreement, the
Resolutions, the Escrow Deposit Agreement or any other indenture,
commitment, agreement or other instrument to which the City is a
party or by which it is bound, and which is used or contemplated
for use in conjunction with the transactions contemplated by the
Purchase Agreement, the Escrow Deposit Agreement or by the
Resolutions, (v) the exclusion from gross income for federal income
tax purposes of the interest on the Bonds, (vii) the assessment and
collection of the Gross Revenues by the City or any other monies or
properties pledged or to be pledged under the Resolutions to pay
the principal or premium, if any, or interest on the Bonds, (viii)
contesting in any way the completeness or accuracy of the Final
Official Statement or (iv) wherein an unfavorable decision, ruling
or finding would materially and adversely affect the validity or
enforceability of the Bonds, the Escrow Deposit Agreement or the
Purchase Agreement.
11. The City has not issued, assumed or guaranteed any
indebtedness, incurred any material liabilities, direct or
contingent, or entered into any contract or arrangement or any kind
payable from or secured by a pledge of the Pledged Revenues, except
as set forth in the Final Official Statement.
12. The statements and information relating to the City, the
Pledged Revenues and the Bonds, including the application of the
proceeds thereof, set forth in the Final Official Statement (except
for the financial statements and other financial and statistical
data included therein as to which no view is expressed) did not on
the date of the Final official Statement, and do not on the date
hereof, contain any untrue or misleading statement of a material
fact or omit to state any material fact necessary to make the
C-3
statements therein, in light of the circumstances under which they
were made, not misleading.
Ail opinions as to the enforceability of the legal obligations
of the City set forth herein are subject to and limited by
bankruptcy, insolvency, reorganization, moratorium, and similar
laws in each case relating to or affecting the enforcement of
creditors' rights generally, and subject to the enforceability
thereof, and to the exercise of judicial discretion in accordance
with the general principles of equity.
I am qualified to practice law in the State of Florida and,
for the purpose of this opinion, I do not purport to be an expert
on, or to express an opinion herein concerning, the laws of any
other jurisdiction (including any such laws which may be applicable
by virtue of the application of the choice of law provisions under
Florida law) except the laws of the United States to the extent set
forth herein.
No one, other than the addresses named above, is entitled to
rely upon the statements made, and conclusions expressed, within
this opinion.
Very truly yours,
C-4
EXHIBIT D
TO BOND PURCHASE AGREEMENT
[FORM OF UNDERWRITER~S COUNSEL OPINION]
Raymond James & Associates, Inc.
220 Congress Park Drive, Suite 240
Delray Beach, FL 33445
Smith Barney Inc.
777 South Flagler Drive, Suite 801
West Palm Beach, FL 33401
Re: $ City of Delray Beach, Florida, Water and
Sewer Revenue Refunding Bonds, Series 1997 A
Ladies and Gentlemen:
In connection with the issuance of the captioned obligations
(the "Bonds"), which are today being delivered to you, the Under-
writers, pursuant to a Bond Purchase Agreement (the "Bond Purchase
Agreement") dated , 1997, we have reviewed such
proceedings, records, certificates, documents and questions of law
as we have considered necessary to enable us to render this
opinion. All capitalized undefined terms used herein shall have
the meaning set forth in the Bond Purchase Agreement.
To the extent that the opinions expressed herein relate to or
are dependent upon the determination that the proceedings and
actions relating to the authorization, issuance and sale of the
Bonds are lawful and valid under the Constitution and statutes of
the State of Florida, that the Bonds, the Escrow Deposit Agreement,
and the Resolutions are valid and legally binding obligations of
the City of Delray Beach, Florida, or that the Bonds and the inter-
est thereon are excluded from gross income of the owners of the
Bonds for federal income tax purposes, we understand that you are
relying upon the opinions delivered to you on the date hereof of
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., Bond
Counsel, and Susan Ruby, Esquire, City Attorney, and, with your
permission, we have assumed the accuracy of such opinions and we
have made no independent determination thereof.
We have acted as your counsel in connection with your review
of and input into the contents of the final Official Statement
dated , 1997 (the "Official Statement"). Our
D-1
Raymond James & Associates, Inc.
Smith Barney Inc.
, 1997
Page 2
engagement has necessarily involved a review of certain financial
and statistical information as to which, with your permission, we
express no opinion regarding the accuracy and completeness of any
such information.
In connection with your review of and input into the contents
of the final Official Statement, we have generally reviewed
information furnished to us by, and have participated in telephone
conferences with, representatives of the City of Delray Beach,
Florida, the City Attorney, Greenberg, Traurig, Hoffman, Lipoff,
Rosen & Quentel, P.A., Bond Counsel, you, and others, in which such
contents of the Official Statement and related matters were
discussed. With your permission we have relied upon certificates
of officials of the City of Delray Beach, Florida, and upon written
opinions and letters received from Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A., Bond Counsel, the City Attorney, and
Ambac Assurance Corporation ('~AMBAC").
We have considered the information contained in the Official
Statement and, based upon our review and discussions noted above,
and in reliance upon the accuracy of the information contained in
the aforementioned certificates and opinions, but without having
undertaken any independent investigation of such information,
nothing has come to our attention which leads us to believe that
the Official Statement contains any untrue statement of a material
fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading;
provided, however, that we express no opinion regarding financial
and other statistical data included in the Official Statement,
including but not limited to the Appendices thereto, information
relating to AMBAC and information contained in Appendix C to the
official Statement.
This letter is furnished by us as your Counsel and is solely
for your benefit and shall not extend to, and may not be relied on
by, any other person, firm or corporation without written
permission from us.
Very truly yours,
BRYANT, MILLER AND OLIVE, P.A.
D-2
$15,030,000
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE REFUNDING BONDS,
SERIES 1997 A
DISCLOSURE STATEMENT
November 18, 1997
City Commission
Delray Beach, Florida
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Delray
Beach, Florida (the "City") of $15,030,000 principal amount of the
issue of bonds referred to above (the "Bonds"), Raymond James &
Associates, Inc. and Smith Barney Inc. (the "Underwriters") have
agreed to purchase the Bonds.
The purpose of this letter is to furnish, pursuant to the
provisions of Sections 218.385(6), Florida Statutes, as amended,
certain information in respect to the arrangement contemplated for
the Bonds, as follows:
(a) The nature and estimated amount of expenses to be
incurred by the Underwriters and paid by the Underwriters in
connection with the purchase and reoffering of the Bonds are set
forth on Schedule I attached hereto.
(b) No person has entered into an understanding with the
Underwriters, or to the knowledge of the Underwriters, with the
City for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act
solely as an intermediary between the City and the Underwriters or
to exercise or attempt to exercise any influence to effect any
transaction in the purchase of the Bonds. There are no finders as
that term is defined in Section 218.386, Florida Statutes, as
amended, in connection with the issuance of the Bonds.
(c) The amount of underwriting spread, including the
management fee, is as follows:
(c) i The amount of underwriting spread, including the
managememt fee, is as follows:
Per Thousand
Total of Bonds
Management Fee $ 7,515.00 $ 0.50
Average Takedown 67,391.25 4.48
Expenses ~(detailed on
SchedUle I) 14,453.90 0.96
Risk 0.00 0.00
TOTA3~ UNDERWRITERS' DISCOUNT $89,360.15 $ 5.95*
* May not add due to rounding.
(d) No other fee, bonus or other compensation is estimated to
be paid by the Underwriters in connection with the issuance of the
Bonds to .any person not regularly employed or retained by the
Underwriters, except as specifically enumerated as expenses to be
incurred'and paid by the Underwriters, as set forth in Schedule I
attached hereto.
(e) .The name and address of the Underwriters is set forth
below:~
Raymond James & Associates, Inc.
220 Congress Park Drive, Suite 240
Delray Beach, FL 33445
Smith!Barney Inc.
7.77 South Flagler Drive, Suite 801
West. Palm Beach, FL 33401
We understand that you do not require any further disclosure
from ~he Underwriters, pursuant to Section 218.385(6), Florida
Statutes, as amended.
Very truly yours,
RAYMOND JAMES & ASSOCIATES, INC.
By:
Its:
SCHEDULE I
$15,030,000
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE REFUNDING BONDS
SERIES 1997 A
Per Thousand
Total of Bonds
Underwriters' Counsel $12,500.00 $ 0.83
Day Loan 450.90 0.03
PSA 450.90 0.03
DTC 150.30 0.01
CUSIP 150.30 0.01
Travel, Misc. 751.50 0.05
$14,453.90 $ 0.96
GUARANTY AGREEMENT
GUARANTY AGREEMENT dated as of , 19 by and between
, a public body corporate organized and existing Under the laws of'the State of (the
"Obligor"); and AMBAC ASSURANCE CORPORATION ~"'Ambae"), a Wisconsin domiciled stock
insurance company.
W1TNESSETH:
WHEREAS, the Obligor has or will issue.(the "Obligations"); and
WHEREAS, Ambae will issue its Surety Bond (the "Surety Bond"), substantially in the form
forth in Annex A to this Agreement, guaranteeing certain pa)~ents by the Obligor subject to the terms and.
limitations of the Surety Bond; and
WHEREAS, to induce Ambac to issue the Surety Bond, the Obligor has agreed to pay the
premium for such Surety Bond and to reimburse Ambac for all pa)~nents made by Ambac under the Surety
Bond from Legally Available Funds, all as more fully set forth in this Agreement; and
WHEREAS, the Obligor Understands that Ambac expressly requires the delivery of this
Agreement as part of the consideration for the execution by Ambac of the Surety Bond; and
NOW, THEREFORE, in consideration of the premises and of the agreements herein contained
and of the execution of the Surety Bond, the Obligor and Ambac agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1,01. Definitions. Except as othe~4se expressly provided herein or unless the context othe~4se
requires, the terms which are capitalized herein shall have the meanings specified in Annex B hereto.
Section 1.02. Surety Bond.
(a) Ambac will issue the Surety Bond in accordance with and subject to the terms and conditions of the
Commitment.
(b) The maximum liability of Ambac under the Surety Bond and the coverage and term thereof shall be
subject to and limited by the Surety Bond Coverage and the terms and conditions of the Surety Bond.
(c) Pasxnents made under the Surety Bond xdli reduce the Surety Bond Coverage to the extent of that
payment, provided that the Surety Bond Coverage shall be automatically reinstated to the extent of the
reimbursement of principal by the Obligor &any pasment made by Ambae. Ambac shall notify the Paying
17
Agent in writing no later th~ the fifth ($th) day following the reimbursement by the Obligor that the Surety
Bond has been reinstated to thc extent of such reimbursement.
Section 1.03. Pr~niu. m. In consideration of Amhac agreeing to issue the Surety Bond hereunder, the
Obligor hereby agrees to pay or cause to be paid from Legally'Avaiig. ble Funds the premium set forth in the
Commiunent.
Section 1.04. Certain Other Expenses. The Obligor will pay all reasonable fees and disburs~nents of
Ambac's counsel related to any modification of this Agreement or the Surety Bond.
ARTICLE Il
REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFORE
Section 2.01. Reimbursement for Payments Under the Surety Bond and Expenses.
(a) The Obligor will reimburse Ambac, from Legally Available Funds within the Reimbursement Period,
without demand or notice by Ambae to the Obligor or any other person, to the extent of each Surety Bond
Payment vdth interest on each Surety Bond Payment from and including the date made to the date of the
reimbursement by the Obligor at the Effective laterest Rate. The Obligor agrees that it shall make monthly
level principal repayments for each Surety Bond Payment during the Reimbursement Period. Interest on
each Surety Bond Payment shall be paid monthly during the Reimbursement Period. To the extent that
interest payments due hereunder are not paid on a monthly basis, or are not paid as each principal
repayment is made, interest shall accrue on such unpaid amounts at a rate equal to the Effective Interest
Rate.
Co) The Obligor also agrees to reimburse Ambac, from Legally Available Funds, immediately and
unconditionally upon demand for all reasonable expenses incurred by Amhae in connection with the Surety
Bond and the enforcement by Ambae of the Obligor's obligations under this Agreement together with
interest on all such expenses from and including the date which is 30 days from the date a statement for
such expenses is received by the Obligor incurred to the date of payment at the rate set forth in subsection
(a) of this Section 2.01.
Section 2.02..Allocation of Payments. Ambac and the Obligor hereby agree that each repayment of
principal received by Ambac from or on bchalf of the Obligor as a reimbursement to Amba¢ as required by
Section 2.01(a) hereof shall be applied to reinstate all or a portion of the Surety Bond Coverage to the
ex-tent of such repayment. Any interest pa)~able pursuant to Section 2.01(a) hereof shall not be applied to
the reinstatement of any portion of the Surety Bond Coverage.
18
Section 2.03. Security for Payments-' lnsmunents 9f Further Assurance. To the extent, but only to the
extent, that the Resolution pledges to the Owners or any paying agent therefor, or grants a security interest
or lien in or ce any collateral property, revenue or other payments C'Collatend and Revenues") in order to
secure the Obligations or provide a source of payment for the Obligations, the Obligor hereby grants to
Ambac a security interest in or lie= ce, as the case may be, and pledges to Ambac all such Collateral and
Revenues as security for payment of all amounts ttue hereunder, which security interest, lien and/or pledge
created or granted under this Seclice 2.03 shall b~ subordinate ~aly to the interests of the Owners ami any
paying agent therefor in such Collateral and Revenues. The Obligor agrees that it will, from time to time,
execute, acknowledge and deliver, or cause tO he executed, acknowledged and delivered, any and all
financing statements, if applicable, and all other further instruments as may he required by law or as shall
reasonably he requested by Ambac for the perfection of the security interest, if any, granted under this
Section 2.03 and for the preservation and protection of all rights of Ambac under this Section 2.03.
Section 2.04..Unconditional Obli_eation. The obligations of the Obligor hereunder are absolute and
unconditional and will be paid or performed strictly in accordance with this Agreement, irrespective ot~
(a) any lack of validity or enforceability of, or any amendment or other modification of, or waiver with'
respect to the Resolution or the Obligations;
(b) any exchange, release or nonpeffection of any security interest in property securing the Obligations or
this Agreement or any obligations hereunder;
(c) any circumstances which might otherwise constitute a defense available to, or discharge of, the Obligor
with respect to the Obligations;
(d) whether or not such obligations are contingent or matured, disputed or undisputed, liquidated or
unliquidated.
ARTICLE III
EVENTS OF DEFAULT; REMEDIES
Section 3.01. Events of Default. The following events shall constitute Events of Default hereunder:
(a) The Obligor shall fail to pay to Ambac any amount payable under Sections 1.04 and 2.01 hereof and
such failure shall have continued for a period in excess of the Reimbursement Period;
(b) Any material representation or warranty made by the Obligor hereunder or under the Resolution or any
statement in the application for the Surety Bond or any repo~ certificate, financial statement or other
instrument provided in connection with the Commitment, the Surety Bond or herewith shall have been
materially false at the time when made;
(c) Except as otherwise provided in this Section 3.01, the Obligor shall fail to perform any of its other
obligations under this Agreement or hereunder, provided that such failure continues for more than thin'),
(30) days after receipt by the Obligor of notice of such failure to perform;
19
(d) The Obligor shall (i) voluntarily commence any proc&eding or file ~y petition socking relief under the
United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar
law, (ii) consent to thc institution of, or fail to controvert in a timely and appropriate manner, any such
proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a r__-~_'.ver,
paying agent, custodian, sequestrator or similar official for the Obligor or for a substantial part of its
property, (iv) file an answer admitting the material allegations of ~a petition filed against it in any such
proceeding, (v) make a general assignment for thi:. benefit of creditors, (vi) become unable, admit in writing
its inability or fail generally to pay its debts as they become due or (vii) take action for the purpose of
effecfing any of the foregoing:, or
(e) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of
competent jurisdiction seeking (i) relief in r~pect of thc Obligor, or of a substantial part of its property,
under the United States Bankruptcy Code or any other Federal, state or fore/Eh bankruptcy, insolvency or
s/milar law or (ii) the appointment of a receiver, paying agent, custodian, sequcstrator or similar official for
the Obligor or for a subs/antial part of its property; and such proceeding or petition shall continuc
undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall
continue unstayed and in effect for th/try (30) days.
Section 3.02. Remedies. If an Event of Default shall occur and be continuing, then Ambac may take
whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and
thereaRer to become due under this Agreement or any related instrument and any obligation, agreement or
covenant of the Obligor under this Agreement; provided, hoswer, that Ambac may not take any actio~ to
direct or require acceleration or other early redemption of the Obligations or adversely affect the fights of
the Owners. All fights and remedies of Ambac under this Section 3.02 are cumulative and the exercise of
any one remedy does not preclude the exercise of one or more of the other available remedies.
ARTICLE IV
SETTLEMENT
Ambac shall have the exclusive fight to decide and determine whether any claim, liability, suit or judgment
made or brought against Ambac, the Obligor or any other part)' on the Surety Bond shall or shall not be
paid, compromised, resisted, defended, tried or appealed, and Ambac's decision thereon, if made in good
faith, shall be final and binding upon the Obligor. An itemized statement of payments made by Ambac,
certified by an officer of Ambac, or the voucher or vouchers for such payments, shall be prima facie
evidence of the liability of the Obligor, and if the Obligor fails to reimburse Ambac, pursuant to subsection
(b) of Section 2.01 hereof, upon the receipt of such statement of payments, interest shall be computed on
such amount from the date of any payment made by Ambac at the rate set forth in subsection (a) of Section
2.01 hereof.
20
ARTICLE V
MISCELLANEOUS
Section 5.01. Computations. All computations.of premium, ~t. erest and fees hereunder shall be made on
the basis of the actual number of days elapsed over a year of 360 days.
Section 5.02. Exer~:i~¢ of Rights. No failure o~ delay on the pan of Ambac to exercise any fight, power or
privilege under this Agreement and no course of dealing between Ambac and the Obligor or any other party
shall operate as a waiwr of any such right, power or privilege, nor shall any single or panial exercise of
any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The fights and remedies herein expressly provided are cumulative and not
exclusive of any rights or remedies which Ambac would otherwise have pursuant to law or equity. No
notice to or demand on any party in any case shall entitle such party to any other or further notice or
demand in similar or other circumstances, or constitute a waiver of the right of the other party to any other.
or further action in any circumstances without notice or demand.
Section 5.03. Amendment and Waiver. Any provision of this Agreement may be amended, ,~aived,
supplemented, discharged or terminated only with the prior written consent of the Obligor and Ambac. The
Obligor hereby agrees that upon the written request of the Paying Agent, Ambac may make or consent to
issue any substitute for the Surety Bond to cure any an~biguity or formal defect or omission in the Surety
Bond which does not materially change the terms of the Surety Bond nor adversely affect the rights of the
Owaers, and this Agreement shall apply to such substituted Surety Bond. Ambac agrees to deliver to the
Obligor and to the company or companies, if any, rating the Obligations, a copy of such substituted Surety
Bond.
Section 5.04.. Successors and Assigns; Descriptive Headings.
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Obligor and An~bac and their
respective successors and assigns; provided, that the Obligor may not transfer or assign any or all of its
rights and obligations hereunder without the prior wrirten consent of Ambac.
Co) The descriptive headings of the various provisions of this Agreement are inserted for convenience of
reference only and shall not be deemed to affect the meaning or construction of any of the provisions
hereof.
Section 5.05. Other Sureties. If Ambac shall procure any other surety to reinsure the Surety Bond, this
Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a
direct right of action against the Obligor to enforce this Agreement, and "Ambac," wherever used herein,
shall be deemed to include such reinsuring surety, as its respective interests may appear.
Section 5.06. Signature on Bond. The Obligor's liability shall not be affected by its failure to sign the
Surety Bond nor by any claim that other indemnity or security x~ to have been obtained nor by the release
of any indemnity, nor the return or exchange of any collateral that may have been obtained.
Section 5.07. Waiver. The Obligor waives any defense that this Agreement was executed subsequent to
the date of the Surety Bond, admitting and covenanting that such Surety Bond x~ executed pursuant to the
Obligor's request and in reliance on the Obligor's promise to execute this Agreement.
21
Section 5.08. Notices, Requests. Dr~mand~. Except as other~4se expressly provided herein, all written
notices, r~:luests, demands or other communications to or upon the respective parties hereto shall be
deemed to have been given or made when actually _received, or in the case of telex or telecopier notic~ sent
over a telex or a telecopien' machine owned or operated by a party hereto, when sent, addressed as specified
below or at such other addr~s as either of the parties hereto or.,.the Paying Agent may hereafter speci~ in
:'
If to the Obligor: >
If to the Paying Agent: >
If to Ambac: Ambac Assurance Corporation
One State Street
17th Floor
New York, New York 10004
Attention: General Counsel
Section 5.09. Survival of R~resentati0ns and Warranties. All representations, x~arranties and obligations
contained herein shall survive the execution and deliver)' of this Agreement and the Surety Bond.
Section 5.10. Governing Law.. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed and interpreted in accordance ~th the la~ of the State.
Section 5.11. Counterparts. This Agreement may be executed in any number of copies and by the different
parties hereto on the san~ or separate counterparts, each of which shall be deemed to be an original
instrument. Complete counterparts of this Agreement shall be lodged x~th the Obligor and Ambac.
Section 5.12. SeverabiliW. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or reader
unenforceable any other provision hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above ~xitten.
(S~)
Attest: By
Title: Title:
AMBAC ASSURANCE CORPORATION
Attest: By
Title: Title:
22
ANNEX B
DEFINITIONS
For all purposes of this Agreement, except as otherwise exp'ressl~, provided herein or urdess the context
otherwise requires, all capitalized terms shall have the meaning ~ se~ out below.
"Agreement" means this Guaranty Agreement...
"Ambac' has the same meaning as set forth in the first paragraph of this Agreement.
"Collateral and Revenues" has the same meaning as set forth in Section 2.03 hereof.
"Commitment" means the Amhac Commitment for Surety Bond in the form attached hereto as Annex C.
"Debt Service Payments" means those payments required to be made by the Obligor which will be applied-
to payment of principal of and interest on the Obligations.
"Effective Interest Rate" means the lesser of the Reimbursen~ent Rate or the maximum rate of interest
permitted by then applicable law; provided, however, that the Effective Interest Rate shall in no event be
less than the interest rate on the Obligations.
"Event of Default" shall mean those events of default set forth in Section 3.01 of this Agreement.
"Legally Available Fund~" means any moneys legally available to the Obligor for the payment of its
obligations.
"Obligations" has the same meaning as set forth in the second paragraph of this Agreement.
"Obligor" has the same meaning as set forth in the first paragraph of this Agreement.
"Owners" means the registered owner of any Obligation as indicated in the books maintained by the
applicable paying agent, the Obligor or any designee of the Obligor for such purpose. The term "Owner"
shall not include the Obligor or any person or entity whose obligation or obligations by agreement
constitute the underlying security or source of pa)~nent for the Obligations.
"Paying Agent" mear~
"Reimbursement Period" means, with respect to a particular Surety Bond Pa)~ment, the period
commencing on the date of such Surety Bond Payment and ending 12 months following such Surety Bond
Payment.
"Reimbursement Rate" means Citibank's prime rate plus two {2) percent per annum, az of the date of such
Surety Bond Payment, said "prime rate" being the rate of interest announc,~:l from time to time by Citibank,
New York, New York, as its prime rate. The rate of interest shall be calculated on the basis of a 360 day
year.
24
"P~solution' n~an~
"State" means the State of ,
"Surc~ Bond" means the surety bond issued, by Ambac~subs~antially in the form attacheti to this
Agreement as Annex A.
"Surety Bond Coverage" means the amount available at any particular time to be paid to the Paying Agent
under the terms of the Surety Bond, which amohnt shall never ex__,:e~__ $
"Surety Bond Payment" means an amount equal to the Debt Service Payment less (i) that portion of the
Debt Service Payment paid by the Obligor, and (ii) other funds legally available to the Paying Agent for
payment to the Owners, all as certified by the Paying Agent in a demand for payment rendered pursuant to
the terms of the Surety Bond.
25
ANNEX C
COMMITMENT
AMBAC ASSURANCE CORPORATION WIRING INSTRUCTIONS
Citibank N.A. :
ABA NO. 02100008.9.
For: Ambac Assurance CorPoration
A/C No. 40609486
Advise: Pamela Dottin (212) 208-3308
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27
CITY OF DELRAY BEACH, FLORDA
and
THE BANK OF NEW YORK
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
DATED AS OF DECEMBER 1, 1997
WPI~'SAN]:OItDS,'164440/35vs01 ! I}OC/I I/Ig9~/16787 010500
THIS ESCROW DEPOSIT AGREEMENT made and entered into as of
December 1, 1997, by and between the City of Delray Beach, Florida, a municipal corporation,
created under the laws of the State of Florida, and its successors and assigns (the "City"), and
The Bank of New York, a New York banking corporation organized under the laws of the State
of Ne-~v York with a representative office in Jacksonville, Florida, as escrow agent, and its
successors and assigns ("Escrow Agent"):
WITNESSETH:
WHEREAS, any term not defined in the following recitals shall have the
meaning ascribed to such term in Article I hereof; and
WHEREAS, the City has heretofore issued and there are now outstanding and
unpaid the Refunded Bonds issued pursuant to the Original Resolution and the 1991 B
Resolution; and
'vVI-IEREAS, the City Commission of the City of Defray Beach, Florida (the
"Commission"), .has determined it to be in the best interest of the City to pay and defease the
Refunded Bonds; and
WHEREAS, the Refunded Bonds shall be paid by the deposit in a special
account created hereunder which is irrevocably pledged to the payment of the Refunded Bonds
of money in an amount which when invested in direct obligations of the United States of
America or non-callable, non-prepayable obligations, the timely payment of principal and
interest on which are fully and unconditionally guaranteed by the United States of America
("Investment Securities") in the manner set forth herein, will provide moneys which shall be
~V1)B. a3ANTORDSYl6~.~0/3$wt01! ~OC.71 I/1~97/16'/~? 010~4)0
sufficient to pay the Refunded Bonds, and the interest thereon, as the same shall become due on
the Refunded Bonds on or prior to their redemption date or maturity date as applicable; and
WBEREAS, in order to deposit such amount of money in trust the City has
authorized, pursuant to the Original Resolution and Resolution No. 58-97, adopted by the City
on August 19, 1997, as amended and supplemented (herein collectively referred to as the "Bond
Resolution"), and issued $15,030,000 initial aggregate principal amount of its Water and Sewer
Revenue Refunding Bonds, Series 1997 A (which bonds are sometimes hereinafter referred to as
the "Refunding Bonds"); and
WHEREAS, a portion of the proceeds derived fi.om the sale of the Refunding
Bonds will be applied to the purchase of certain Investment Securities, which principal amount
of Investment Securities (other than a beginning cash balance) will provide moneys which shall
be sufficient, as verified by KPMG Peat Marwick LLP in their report dated December 4, 1997, to
pay the Refunded Bonds and the interest thereon, as the same become due on the Refunded
Bonds on or prior to their redemption date or maturity date, as applicable; and
WI-IEREAS, in order to provide for the proper and timely application of the
moneys deposited in said mast, the maturing principal amount of the Investment Securities
purchased thereby and investment income and earnings derived therefrom to the payment of the
Refunded Bonds, it is necessary to enter into this Escrow Deposit Agreement with the Escrow
Agent on behalf of the holders fi.om time to time of the Refunded Bonds:
NOW, THEREFORE, the City, in consideration of the foregoing and the mutual
covenants herein set forth and in order to secure the payment of the principal of, redemption
premium, if any, and interest on all of the Refunded Bonds according to their tenor and effect,
does by these presents hereby grant, warrant, demise, release, convey, assign, transfer, alien,
~"PI~,~P~%'I~OR.DS~I f~l.~:)~$~O I~ IX~-J! I118~711fl'/'87.010500 2
pledge, set over and confirm, unto the Escrow Agent, and to its successors in the trusts hereby
created, and to it and its assigns forever, all and singular the property hereinafter described to
wit:
DMSION I
All fight, title and interest of the City in and to $15,205,396.59 derived from the
proceeds of the Refunding Bonds and $145,850.00 derived from the Sinking Fund created and
established under the Original Resolution and continued under the 1991 B Resolution and
relating to the Refunded Bonds (herein, the "Transferred Moneys").
DIVISION II
All right, title and interest of the City in and to all income, earnings and increment
derived from or accruing to the Investment Securities purchased from the money described in
Division I hereof (except for certain uninvested cash balances) and more particularly described in
Schedule A, attached hereto and made a part hereof (the "Escrow Securities").
DIVISION III
Any and all other property of every kind and nature from time to time hereafter,
by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for
additional security hereunder by the City or by anyone in its behalf to the Escrow Agent, which
is hereby authorized to receive the same at any time as additional security hereunder.
WPB/SANFORDS/16~.40;35v%01 !.DO~'I 1/18,97/16787 010.~0 3
DMSION IV
All property which is by the express provisions of this Agreement required to be
subject to the pledge hereof and any additional property that may, from time to time hereafter, by
delivery or by writing of any kind, be subject to the pledge hereof, by the City or by anyone in its
behalf, and the Escrow Agent is hereby authorized to receive the same at any time as additional
security hereunder.
TO HAVE AND TO HOLD, in trust, all and singular, the trust estate, including
all additional property which by the terms hereof has or may become subject to the
encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, forever.
In trust, however, for the benefit and security of the holders from time to time of
the Refunded Bonds; but if the Refunded Bonds shall be fully and promptly paid when due in
accordance with the terms thereof and hereof, then this Agreement shall be and become void and
of no further force and effect, otherwise the same shall remain in full force and effect, and upon
the trusts and subject to the covenants and conditions hereinafter set forth.
WPB/SANFORDS,'I64440/35v101 ! DOC/1111~/97/167S7 010500 4
ARTICLE I
DEFINITIONS; FINDINGS AND DETERMINATIONS BY THE CITY
SECTION 1.01. DEFINITIONS. In addition to capitalized words and terms
elsewhere defined in this Agreement, the following words and terms as used in this Agreement
shall have the following meanings, unless some other meaning is plainly intended;
"Agreement" shall mean this Escrow Deposit Agreement dated as of
December 1, 1997, between the City and the Escrow Agent.
"Annual Debt Service" shall mean, as to the Refunded Bonds, principal and
interest coming due semiannually in each year, as shown on Schedule C attached hereto and
hereby made a part hereof.
"City" shall mean the City of Delray Beach, Florida.
"Escrow Agent" shall mean The Bank of New York, having a representative
office in Jacksonville, Florida, a New York banking corporation organized and existing under
and by virtue of the laws of the State of New York and being duly qualified to accept and
administer thc trusts hereby created, and its successors in trust.
"Escrow Securities" shall mean the initial Investment Securities identified on
Schedule A.
"Investment Securities" shall mean non-callable, non-prepayable direct
obligations of the United States of America or non-callable, non-prepayable obligations, the full
and timely payment of principal and interest on which are unconditionally guaranteed by the
United States of America. Investments in mutual funds or unit investment trusts are prohibited.
"1991 B Resolution" shall mean Resolution No. 104-90, adopted by the
Commission on October 23, 1990, as amended and supplemented.
~?i~SANFORDS/16~40/3 Sv~01 ! DOC/I i/i gn97/i 6757 010~0 5
"Original Resolution" shall mean Resolution No. 39°88, adopted by the
Commission on July 12, 1988, as mended and supplemented.
"Paying Agent" shall mean First Trust, N.A., as paying agent for the Refunded
Bonds.
"Refunded Bonds" shall mean the City's Water and Sewer Revenue Bonds, Series
199I B, as more particularly described on Schedule B attached hereto and hereby made a part
hereof.
"Total Debt Service" shall mean, as of any date during the period from the date of
this Agreement until October 1, 2001, the sum of the Annual Debt Service then remaining unpaid
with respect to the Refunded Bonds, as shown on Schedule C attached hereto and hereby made a
part hereof.
"Trust Estate," "trust estate" or "pledged property" shall mean the property, fights
and interest of the City which are subject to the lien of this Agreement.
"Verification Report" shall mean the verification of sufficiency provided by
KPMG Peat Marwick LLP, set forth in their report dated December 4, 1997.
Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. Words importing the singular number
shall include the plural number and vice versa unless the context shall otherwise indicate. The
word "person" shall include corporations, associations, natural persons and public bodies unless
the context shall otherwise indicate. Reference to a person other than a natural person shall
include its successors.
WPB/SANFORDS/1644,40/3 $ rs01 !.DOC/I I/18;97/16787 010500 6
ARTICLE II
ESTABLISHMENT OF FUNDS; FLOW OF FUNDS
SECTION 2.01. CREATION OF TRUST FUND, DEPOSIT OF MONEYS
AND PAYMENT OF REFUNDED BONDS. There is hereby created and established with the
Escrow Agent a special and irrevocable trust fund designated the Refunded Bonds Trust Fund
(the "Trust Fund") to be held in the custody of the Escrow Agent separate and apart from other
funds of the City or of the Escrow Agent.
Concurrently with the delivery of this Agreement, the City herewith deposits or
causes to be deposited with the Escrow Agent, and the Escrow Agent acknowledges receipt of
immediately available moneys in the amount of $15,351,246.59 derived from the proceeds of the
Refunding Bonds and the Transferred Moneys which is to be deposited in the Trust Fund and
which thc Cib/represents will, based on the Verification Report, be sufficient to purchase the
Escrow Securities representing $15,351,245.00 principal amount of Escrow Securities described
in Schedule A attached hereto and provide a beginning cash balance of $1.59. The Escrow
Agent is hereby directed to immediately purchase such Escrow Securities at a purchase price of
$15,351,245.00. Such Escrow Securities will, together with the aforementioned beginning cash
balance of $1.59, according to the Verification Report, mature and accrue interest in such
amounts and at such times so that sufficient moneys, together with other available moneys on
deposit in the Trust Fund, will be available to pay Total Debt Service in accordance with the
schedule of payments described in Schedule C attached hereto.
SECTION 2.02. IRREVOCABLE TRUST CREATED. The deposit of
moneys and Escrow Securities in the Trust Fund shall constitute an irrevocable deposit of said
moneys and Escrow Securities for the benefit of the holders of the Refunded Bonds, except as
WJ)B/SANTORD~/164a~A}/35v~g)l !.IX)CJI l/IJ/9?/Ib'?g7 010500 7
provided herein with respect to supplements and amendments permitted under Sections 2.08 and
4.01 hereof, respectively. The holders of the Refunded Bonds shall have an express lien on all
moneys and principal of and earnings on the Escrow Securities and cash deposited in the Trust
Fund until applied in accordance with this Agreement. The matured principal of the Escrow
Securities, together with interest thereon, if any, together with the money initially deposited in
the Trust Fund and not invested, shall be held in trust by the Escrow Agent, and shall be
transferred in the necessary amounts, as hereinafter set forth, to the Paying Agent for the
payment of Annual Debt Service on the Refunded Bonds as the same become due and payable
until Total Debt Service on the Refunded Bonds has been paid.
SECTION 2.03. PURCHASE OF ESCROW SECURITIES. The Escrow
Agent is hereby directed to immediately purchase the Escrow Securities. The Escrow Agent
shall purchase the Escrow Securities solely fi.om the moneys deposited in the Trust Fund. The
Escrow Agent shall apply the moneys deposited in the Trust Fund, and the Escrow Securities
purchased therewith, together with all income or earnings thereon, in accordance with the
provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held
hereunder or to make substitutions of the Investment Securities held hereunder or to sell, transfer
or otherwise dispose of the Escrow Securities acquired hereunder except as provided in this
Agreement.
SECTION 2.04. TRANSFERS FROM TRUST FUND. As the principal of'
and interest on the Escrow Securities shall mature and be paid, the Escrow Agent shall transfer
from the Trust Fund to the Paying Agent for the Refunded Bonds such maturing principal and
interest, in an amount necessary to pay Annual Debt Service on the Refunded Bonds on the next
payment date. Such transfers for payment of' such Annual Debt Service shall be made from the
Wi*B/S A NFO~C~/160~10/3 $v~01L ClOC/11/18/97/16'I87010500 8
matured principal and interest of Escrow Securities on deposit in the Trust Fund, all in
accordance with the dates and amounts set forth in Schedule C attached hereto.
SECTION 2.05. FUNDS AND ACCOUNTS CONSTITUTE TRUST
FUNDS. All the funds and accounts created and established pursuant to this Agreement shall be
and constitute trust funds for the purposes provided in this Agreement and shall be kept separate
and distinct from all other funds of the City and the Escrow Agent and used only for the purposes
and in the manner provided in this Agreement.
SECTION 2.06. LIEN OF HOLDERS OF REFUNDED BONDS. The trust
created hereby shall be irrevocable. The holders of the Refunded Bonds shall have an express
lien on all moneys and principal of and interest on all Investment Securities deposited in the
Trust Fund until used and applied in accordance with this Agreement.
SECTION 2.07. TRANSFER OF FUNDS AFTER ALL PAYMENTS
REQUIRED BY THIS AGREEMENT ARE MADE. After all of the transfers by the Escrow
Agent to the Paying Agent for payment of the Total Debt Service on the Bonds has been made,
all remaining moneys and Investment Securities, together with any income and interest thereon,
in the Trust Fund shall be transferred to the City by the Escrow Agent and used for any lawful
purpose; provided, however, that no such transfer (except transfers made in accordance with
Section 4.01 hereof) to the City shall be made until all of the Total Debt Service on the Bonds
has been paid.
SECTION 2.08. FAILURE TO DELIVER ESCROW SECURITIES. In the
event that the City shall be unable to deliver any of the Escrow Securities, as set forth in
Schedule A hereto, on December 4, 1997, the Escrow Agent is hereby authorized to accept other
Investment Securities (the "Substitute Securities") and/or cash in substitution for the Escrow
Wp~ANTORD~i 6,a44O~35v~01 ! DOC/i I / 18.n/7/16787.010~00 9
Securities. Such substitution is subject to receipt by the City and the Escrow Agent of an
independent verification by a nationally recognized certified public accounting firm acceptable to
Greenberg Traurig Hoffi'nan Lipoff Rosen & Quentel, P.A. that the Substitute Securities and/or
cash, together with any other Escrow Securities and cash on deposit with the Escrow Agent, will
be sufficient, without reinvestment, to meet the requirements for payment of Annual Debt
Service and Total Debt Service on the Refunded Bonds in accordance with the terms of this
Agreement. At any time prior to maturity of the Substitute Securities, the City shall have the
ability in writing to direct the Escrow Agent to exchange any of the Substitute Securities and/or
cash delivered by the City for all or any part of the Escrow Securities. However, such exchange
will be subject to the receipt by the City and the Escrow Agent of an independent verification by
a nationally recognized independent certified public accounting firm acceptable to Greenberg
Traurig Hoffman Lipoff Rosen & Quentel, P.A. to the effect that the substitution of the
Substitute Securities and/or cash for the Escrow Securities will be sufficient, without
reinvestment, to meet the requirements for payments of Annual Debt Service and Total Debt
Service on the Refunded Bonds in accordance with the terms of this Agreement, the Original
Resolution and the provisions of the 1991 B Resolution. Further, such verification report must
indicate that the return of monies (generated by such Substitute Securities), in excess of the
monies that would have been received on the Escrow Securities, to the City are not needed to pay
the Annual Debt Service on the Refunded Bonds when due in accordance with this Agreement
and the provisions of the Original Resolution and the 1991 B Resolution. In addition, such
return of the Substitute Securities and/or cash and any excess monies will not, under the statutes,
rules and regulations then in force and applicable to obligations issued on the date of issuance of
the Refunded Bonds and under the Internal Revenue Code of 1986, as amended (the "Code"),
WI~It.'SANTORDS/I(~MO/3$v,sOI! BOC~'I 1/18/97/16787 010500 1 0
cause the interest on the Refunded Bonds not to be excluded from gross income for federal
income tax purposes and that such investment is not inconsistent with the statutes and regulations
applicable to the Refunded Bonds.
V,'PB.~SA.'~ORI~ I~b~40/3$,es0l,.l~C/I 1/18~97/16787 010500 1 1
ARTICLE III
CONCERNING THE ESCROW AGENT
SECTION 3.01. APPOINTMENT OF ESCROW AGENT. The City hereby
appoints Thc Bank of New York, as escrow agent under this Agreement.
SECTION 3.02. ACCEPTANCE BY ESCROW AGENT. By execution of
this Agreement, the Escrow Agent accepts the duties and obligations as Escrow Agent hereunder.
The Escrow Agent further represents that it has all rextuisitc power, and has taken all corporate
actions necessary to execute the trust hereby created.
SECTION 3.03. LIABILITY OF ESCROW AGENT. The Escrow Agent
shall not be liable in connection with the performance of its duties hereunder except for its own
negligent action, its own failure to act, or its own willful misconduct. The Escrow Agent shall
not be liable for any loss resulting from any investment made pursuant to thc terms and
provisions of this Agreement. The Escrow Agent shall have no lien, security interest or right of
set-off whatsoever upon any of the moneys or investments in the Trust Fund and thc subaccounts
therein, if any, for the payment of fees and expenses for services rendered by the Escrow Agent
under this Agreement.
Thc Escrow Agent shall not be liable for thc accuracy of the calculations as to thc
sufficiency of moneys and of the principal amount of thc Investment Securities and the earnings
thereon to pay the Refunded Bonds. As long as the Escrow Agent applies any moneys, the
Escrow Securities and the interest earnings therefrom to pay the Refunded Bonds as provided
herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable
for any deficiencies in the amounts necessary to pay the Refunded Bonds caused by such
calculations.
V~PI~SANFORD~16444~'35ws01 !.DOC/I It 1~7/16757 010500 1 ~2
In the event of the Escrow Agent's failure to account for any of the Investment
Securities or moneys received by it, said Investment Securities or moneys shall be and remain the
property of the City in trust for the holders of the Refunded Bonds, as herein provided, and if for
any improper reason such Investment Securities or moneys are not applied as herein provided,
the assets of the Escrow Agent shall be impressed with a trust for the amount thereof until the
required application shall be made.
SECTION 3.04. PERMITTED ACTS. The Escrow Agent and its affiliates
may become the owner of or may deal in Refunded Bonds as fully and with the same rights as if
it were not the Escrow Agent.
SECTION 3.05. SUCCESSOR ESCROW AGENT. The Escrow Agent at the
time acting hereunder may at any time resign and be discharged from the trusts hereby created by
giving not less than sixty (60) days' written notice to the City and the Paying Agent for the
Refunded Bonds, but no such resignation shall take effect unless a successor Escrow Agent shall
have been appointed by the holders of the Refunded Bonds or by the City as hereinafter provided
and such successor Escrow Agent shall have accepted such appointment, in which event such
resignation shall take effect immediately upon the appointment and acceptance of a successor
Escrow Agent.
The Escrow Agent may be removed for cause at any time by the City by written
instrument delivered to the Escrow Agent.
The Escrow Agent may be removed at any time, with or without cause, by an
instrument or concurrent instruments in writing, delivered to the Escrow Agent and to the City
and signed by the holders of a majority in principal amount of the Refunded Bonds then
outstanding.
¥~,~PB/S^~FOR.[)S~ 1~.44~3SvsoI ~ DOC/I I/~ &'~7/] 67~? 0 ~0~0o 1 3
In the event the Escrow Agent hereunder shall resign or be removed, or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable
of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public
officer or officers, or of a receiver appointed by a court, a successor may be appointed by the
holders of a majority in principal amount of the Refunded Bonds then outstanding, by an
instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in
fact, duly authorized in writing; provided, nevertheless, that in the event the holders fail to make
such appointment, the City shall appoint a temporary Escrow Agent to fill such vacancy until a
successor Escrow Agent shall be appointed by the holders of a majority in principal amount of
the Refunded Bonds then outstanding in the manner above provided, and any such temporary
Escrow Agent so appointed by the City shall immediately and without further act be superseded
by the Escrow Agent so appointed by ~;uch holders. If the holders fail to make an appointment of
a successor Escrow Agent within six (6) months of the vacancy, the City's appointment of a
temporary Escrow Agent shall become permanent.
In the event that no appointment of a successor Escrow Agent or a temporary
successor Escrow Agent shall have been made by such holders or the City pursuant to the
foregoing provisions of this Section within sixty (60) days after written notice of resignation of
the Escrow Agent has been given to the City, the holder of any of the Refunded Bonds or any
retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a
successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem
proper, appoint a successor Escrow Agent.
No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the United
WP B,/S A NFORD~ 164440/)$ v~O I !.DOC/! I/I 8~Y7/16787 010~O014
States or any state, and shall have at the time of appointment capital and surplus of not less than
$50,000,000, or is a member of a bank group or bank holding company with aggregate capital
and surplus of not less than $50,000,000
Every successor Escrow Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the City, an instrument in writing accepting such
appointment hereunder and thereupon such successor Escrow Agent without any further act, deed
or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties
and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request
of such successor Escrow Agent or the City execute and deliver an instrument transferring to
such successor Escrow Agent all the estates, properties, rights, powers and trusts of such
predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and
moneys held by it to its successor; provided, however, that before any such delivery is required
to be made, all reasonable fees, advances and expenses directly relating to the performance of the
Escrow Agent hereunder of the retiring or removed Escrow Agent shall be paid in full. Should
any transfer, assignment or instrument in writing fi.om the City be required by any successor
Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates,
rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow
Agent, any such transfer, assignment and instruments in writing shall, on request, be executed,
acknowledged and delivered by the City.
Any corporation into which the Escrow Agent, or any successor to it in the trusts
created by this Agreement, may be merged or converted, or to which substantially all of the
corporate trust assets of the Escrow Agent have been sold or assigned, or with which it or any
successor to it may be consolidated, or any corporation resulting from any merger, conversion,
consolidation or reorganization to which the Escrow Agent or any successor to it shall be a party
shall, if' approved in writing by the City, be the successor Escrow Agent under this Agreement
without the execution or filing of' any paper or any other act on the part of' any of the parties
hereto, anything herein to the contrary notwithstanding.
SECTION 3,06. RECEIPT OF PROCEEDINGS. Receipt of' true and correct
copies of the proceedings authorizing the issuance of' the Refunded Bonds and the Bond
Resolution is hereby acknowledged by the Escrow Agent, and reference herein to or citation
herein of any provision of said documents shall be deemed to incorporate the same as a part
hereof in the same manner and with the same effect as if they were fully set forth herein.
SECTION 3.0'/. PAYMENT TO ESCROW AGENT AND PAYING
AGENT. The City hereby agrees to provide for the payment, from its legally available moneys,
the costs, charges, services and expenses of' the Escrow Agent incurred in connection with its
duties under this Agreement, at such times and in such amounts as set forth in a letter agreement
dated ,1997. Any successor Escrow Agent resulting from the application
of the last paragraph of Section 3.05 hereof will be bound by the fee arrangement of the original
Escrow Agent.
The City hereby agrees to provide for the payment, fi-om its legally available
moneys, of the compensation due and owing the Paying Agent for the Refunded Bonds.
SECTION 3.08. NOTICE OF DEFEASANCE AND NOTICE OF
REDEMPTION. The City hereby instructs the Escrow Agent to publish the Notice of
Defeasance, set forth on Schedule D attached hereto, and then file the same with the Paying
Agent for the Refunded Bonds, all in accordance with the instructions set forth thereon. The cost
of' such filings and publication shall be borne by the City.
,,~,~s.,~.-~o,u,v,~,~,~,,.t, oc,, ,,,~,.~,~,,, o,o~o 16
The City hereby instructs the Escrow Agent to file a copy of the notice of redemption
with the Paying Agent not less than thirty (30) days prior to the redemption date for the
Refunded Bonds. The Escrow Agent shall instruct the Paying Agent to mail such notice of
redemption, as may be required by the instructions set forth on the notice of redemption. The
form of notice of redemption is attached hereto on Schedule E. The City agrees to pay the cost
of publication and mailing incurred by the Paying Agent.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. AMENDMENTS TO THIS AGREEMENT. This Agreement
is made for the benefit of the City and the holders from time to time of the Refunded Bonds and
it shall not be repealed, revoked, altered or amended without the written consent of all such
holders, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent
may, without the consent of, or notice to, such holders enter into such agreements supplemental
to this Agreement as shall not adversely affect the rights of such holders and as shall not be
inconsistent with the terms and provisions of this Agreement, for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Agent for the benefit of the
holders of the Refunded Bonds, any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such holders or the
Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or properties.
WFB,~_ANFORDS/16oAO/lSv,s01 !.DOC/I t/l~,/97t'16757 010~00 1 7
The Escrow Agent shall be entitled to rely exclusively upon an unqualified
opinion of nationally recognized attorneys on the subject of municipal bonds with respect to
compliance with this Section, including the extent, if any, to which any change, modification,
addition or elimination affects the rights of the holders of the Refunded Bonds or that any
instrument executed hereunder complies with the conditions and provisions of this section.
Notwithstanding the foregoing or any other provision of this Agreement, except
Section 2.08 hereof, at the request of the City and upon compliance with the conditions
hereinafter stated, the Escrow Agent shall have the power to and shall, in simultaneous
transactions, sell, transfer, otherwise dispose of or request the redemption of the Escrow
Securities held hereunder and to substitute therefor other Investment Securities, subject to the
conditions that such moneys or securities held by the Escrow Agent shall be verified to be
sufficient, without reinvestment, to pay Annual Debt Service on the Refunded Bonds, as the
same shall become due, until the Total Debt Service on the Refunded Bonds has been paid in
accordance with Schedule C attached hereto. The City hereby covenants and agrees that it will
not request the Escrow Agent to exercise any of the powers described in the preceding sentence
without payment of reasonable expenses of the Escrow Agent in so doing including but not
limited to the cost of securing the independent verification described below. The Escrow Agent
shall, as directed in writing by the City, purchase such substituted securities with the proceeds
derived from the maturity, sale, transfer, disposition or redemption of the Investment Securities
held hereunder or from other moneys available. The transactions may be effected only if there
shall have been obtained: (1) an independent verification by a nationally recognized independent
certified public accounting firm retained by the City concerning the adequacy of such substituted
securities with respect to principal and the interest thereon and any other moneys or securities
' 18
WI~B,~ANFORD~, 164~0/35va01 ! DOCJ I 1/I 8,t97/16757 010~00
held for such purpose to pay, without further investment, Annual Debt Service on the Refunded
Bonds when due, until the Total Debt Service on the Refunded Bonds has been paid in
accordance with Schedule C attached hereto; and (2) an opinion from Greenberg Traurig
Hoffman LipoffRosen & Quentel, P.A., or from any other nationally recognized attorneys on the
subject of municipal bonds, to the City and the Escrow Agent to the effect that the disposition
and substitution or purchase of such securities will not, under the statutes, rules and regulations
then in force and applicable to obligations issued on the date of issuance of the Refunded Bonds,
cause the interest on such Refunded Bonds not to be excluded from gross income for federal
income tax purposes and that such disposition and substitution or purchase is not inconsistent
with the statutes and regulations applicable to the Refunded Bonds. Any surplus moneys,
identified as such in the then applicable verification report, resulting from the sale, transfer, other
disposition or redemption of the Investment Securities held hereunder and the substitutions
therefor of other Investment Securities, shall be released from the Trust Estate and shall be
transferred to the City.
SECTION 4.02. NOTICES. Until otherwise directed in writing by any person
named below, all notices, reports, or other communications required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or
certified mail addressed as follows:
(a) As to the City:
City of Delray Beach, Florida
100 N.W. 1 st Avenue
Delray Beach, Florida 33444
Attention: Finance Director
(b) As to the Escrow Agent:
The Bank of New York
Towermarc Plaza
10161 Centurion Parkway
Jacksonville, Florida 32256
(c) As to the Paying Agent:
First Trust, N.A.
CM-9705
P. O. Box 70870
St. Paul, Minnesota 55170-9705
Attention: Jan Carlson
SECTION 4.03. SEVERABILITY. If any one or more of the covenants or
agreements provided in this Agreement on the part of the City or the Escrow Agent to be
performed should be determined by a court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be severable from the remaining
covenants and agreements herein contained and shall in no way affect the validity of the
remaining provisions of this Agreement.
SECTION 4.04. AGREEMENT BINDING. All the covenants, promises and
agreements in this Agreement contained by or on behalf of the City or by or on behalf of the
Escrow Agent shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed or not.
SECTION 4.05. TERMINATION. This Agreement shall terminate when all
transfers and payments required to be made by the Escrow Agent under the provisions hereof
1 shall have been made.
SECTION 4.06. GOVERNING LAW. This Agreement shall be governed by
the applicable law of the State of Florida.
~VP i3~^N£O R.D~' 16444~3 $ vsO t !.DOC./I I/I ~7/16~? 010500 20
SECTION 4.07. EXECUTION BY COUNTERPARTS. This Agreement may
be executed in several counterparts, all or any of which shall be regarded for all purposes as one
original and shall constitute and be but one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officers and its corporate seal to be hereunto affixed and
attested as of the date of execution set forth below.
CITY OF DELRAY BEACH, FLORIDA
(SEAL) By:
Title:
Date of Execution: 12/4/97
Attest:
Clerk
Approved as to Form
and Correcmess
City Attorney
THE BANK OF NEW YORK,
as Escrow Agent
(SEAL)
By:.
Title: Authorized Signatory_
Date of Execution: 12/4/97
Attest:
WpB/SAN'FORDS.'I64.~.0~35v~01! DOCJI I;ll.n/7/167g? 010500 2 [
ESCROW SECURITIES
Principal Coupon Maturity Purchase
Character ~ _ Rate_ ~ Price_
SLG-Cert $145,850 5.2200% 04/01/98 $145,850
SLG-Cert 54,829 4.3720% 04/01/98 54,829
SLG-Cert 74,446 4.4809% 10/01/98 74,446
SLG-Note 77,198 4.5647% 04/01/99 77,198
SLG-Note 78,960 4.6987% 10/01/99 78,960
SLG-Note 80,814 4.7406% 04/01/00 80,814
SLG-Note 82,731 4.7573% 10/01/00 82,731
SLG-Note 84,698 4.7741% 04/01/01 84,698
SLG-Note 14.671.714 4.7824% 10/01/01 14.671.714
TOTAL $15,351,245 $15,351,245
WPB~SANFORDS/164440/35v's01, DOC. JI l/Ig/97/16787 010500 A- 1
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE BONDS
SERIES 1991 B
~ Principal Amount Interest
October 1, 2010 $14,585,000 6.00%
ANNUAL DEBT SERVICE AND TOTAL DEBT SERVICE
FOR THE REFUNDED BONDS
Total Semi-
Payment Called Redemption Annual Debt
Date Principal Principal Premium Interest Service
4/1/98 -0o -0- $437,550 $437,550
10/1/98 -0- -0- 437,550 437,550
4/1/99 -0- -0- 437,550 437,550
10/1/99 -0- -0- 437,550 437,550
4/1/00 -0- -0- 437,550 437,550
10/1/00 -0- -0- 437,550 437,550
4/1/01 -0- -0- 437,550 437,550
10/1/01 -0- $14,585,000 -0- 437,550 15,022,555.00
WI, B,'S^NFORD~'J6dXXO/~$v~O;~ Z:X:)C~t ~/~8/9'7/~678'7 o:o~x~ C- ]
NOTICE OF DEFEASANCE
CITY OF DELRAY BEACH, FLORIDA
Water and Sewer Revenue Bonds
Series 1991 B
NOTICE IS HEREBY GIVEN that, the City of Delray Beach, Florida (the
"City"), has caused to be deposited with The Bank of New York, having a representative office
in Jacksonville, Florida (the "Escrow Agent"), pursuant to the terms and provisions of a certain
Escrow Deposit Agreement, dated as of December 1, 1997 (the "Escrow Agreement"), by and
between the City and the Escrow Agent, bond proceeds which have been invested (except for a
small initial cash balance which will remain uninvested) in direct obligations of, or obligations
the principal and interest of which are unconditionally guaranteed by the United States of
America (collectively, the "Deposits"), to pay and defease the City's outstanding Water and
Sewer Revenue Bonds, Series 1991 B (the "Defeased Bonds"), maturing on October 1, 2010.
The Defeased Bonds will be called for optional redemption on October 1, 2001, at a price
of 100% of the principal mount thereof, plus accrued interest to the redemption date.
In the opinion of KPMG Peat Marwick LLP set forth in their report dated
December 4, 1997, the Deposits are fully sufficient to pay and refund the Defeased Bonds on the
Redemption Date.
Pursuant to the defeasance provisions set forth in the resolutions authorizing the issuance
of the Defeased Bonds (collectively, the "Bond Resolution"), the Defeased Bonds are deemed
paid within the meaning thereof.
~?B~n3ANFOR'D~' 16'~A~/3 SvJ01 ~ DOC/I I / I S~7/167W7 010~00 D-1
The Paying Agent for the Defeased Bonds shall provide notice of redemption in
accordance with the provisions of the Bond Resolution.
CITY OF DELRAY BEACH , FLORIDA
Dated: By:
Title:
Instructions to Escrow Agent:
This notice must be published once in The Bond Buyer as soon as practicable after
December 4, 1997, and filed with the Paying Agent for the Refunded Bonds as soon as
practicable after December 4, 1997, with instructions to mail the same to the registered holders
of the Defeased Bonds.
~l~ ~L!q~)R.~ 164~$-~ I ! DOCJI 1/18/97/16787 010500 D-2
NOTICE OF CALL FOR REDEMPTION
$14,585,000
CITY OF DELRAY BEACH, FLORIDA
Water and Sewer Revenue Bonds, Series 1991 B
Maturing on October 1, 2010
NOTICE IS HEREBY GIVEN that, pursuant to Resolution No. 39-88, adopted by
the City of Dekay Beach, Florida (the "City"), on June 28, 1988, as mended and supplemented
from time to time and specifically by Resolution No. 58-97, adopted by the City on August 19,
1997 (collectively, the "Resolution"), the City has irrevocably deposited with The Bank of New
York, as escrow agent (the "Escrow Agent"), in trust, and irrevocably set aside for such payment,
cash and United States Treasury obligations, maturing as to principal and interest in such
amounts and at such times as will ensure the availability of sufficient moneys to pay the principal
of and interest thereon to the redemption of certain of the outstanding City of Delray Beach,
Florida, Water and Sewer Revenue Bonds, Series 1991 B (the "Defeased Bonds"), as described
below, and that the Defeased Bonds are deemed to have been paid in accordance with the terms
and provisions of the Resolution and that the Defeased Bonds are hereby called for optional
redemption on October 1, 2001 (the "Redemption Date"), at a price of 100% of the principal
amount thereof plus accrued interest to the Redemption Date.
The maturities, principal amounts per maturity and CUSIP numbers of the bonds
to be redeemed are as follows:
~PB.'~^ NFORJ~/16~.~O/3 Sv~01 ! DOC/I I/! 8/97/i6787 010 f~O0 E- 1
Principal CUSIP
Malmt.v..P Amount No.
October 1, 2010 $14,585,000
The Defeased Bonds subject to optional redemption on the Redemption Date shall
be presented for payment at the principal corporate trust office of First Trust, N.A. in St. Paul,
Minnesota, Attention: Corporate Trust Department (the "Paying Agent"). On or after the
Redemption Date, no interest shall accrue on said Defeased Bonds.
This notice is given in conformity with the provisions of the Defeased Bonds and
the Resolution providing for their issuance, and the owners of said Defeased Bonds are hereby
notified and requested to present such Defeased Bonds for redemption and payment as provided
above. The Defeased Bonds which have been called for redemption will be paid fi.om funds
irrevocably deposited for this purpose in an Escrow D~osit Trust Fund established with The
Bank of New York, as Escrow Agent for the Defeased Bonds.
CITY OF DELRAY BEACH, FIRST TRUST, N.A., as Paying Agent and Bond
as the City Registrar for the Defeased Bonds
Dated:
WPB/SANFORDS/164440/35Y~)1 !.DOC/I I/llJ97/~67~7 010~00 E-2
Withholding of 31% of gross redemption proceeds of any payment made within the United
States is required by the Interest and Dividend Tax Compliance Act of 1983, as amended, unless
the Paying Agent has the correct taxpayer identification number (social security or employer
identification number) or exemption certificate of the payee. Please furnish a properly completed
Form W-9 or exemption certificate or equivalent when presenting your bonds for payment.
* CUSIP numbers have been assigned by Standard & Poor's Ratings Services and are
included solely for the convenience of the holders. Neither the City nor the Escrow
Agent shall be responsible for the selection or use of the CUSIP numbers nor is any
representation made as to their correctness on the Defeased Bonds or as indicated in any
redemption notice.
Instructions to Escrow Agent:
This notice must be filed 35 days prior to the above-referenced Redemption Date by the Escrow
Agent, with the Paying Agent, with instructions that a copy of such notice of redemption be
mailed, pursuant to the provisions of the Resolution, to registered holders of the Defeased Bonds
not less than 30 days prior to the above-referenced Redemption Date.
WI~ll/SANFORI)S/{ 644400$v,Ol !.DOC/I I/!8/97/!67S7 ol0~0 E-3
Blanket Issuer Letter of Representations
fro ~ c, om:~t,~ ~ m~,,]
City of Delray Beach, Florida
['~,~ d
November 18r ,!997
A~ention: Underv~tin$ Department- Eligibility
55 W~ S~ ~ ~r
N~ Y~ N~ l~l-~ "
~m ~ ,eqzmement~ suted m DTCs ~ A,,zn~e,nen~ as the7 ,,~ be amended fresh
Schedule A contains statements that DTC ~
e~at~n~t~et City of Delray Beacht Fl.orida
~~dA~ Joseph M. Saffofd, ,'F.inance Director
THEDEPOS1TORYTBUSTCOMPANY 100 N. W. 1st Avenue'
~: ,, Delray Beach, FL 33444
(561) 243-7000
(Fame