Res 27-94 RESOLUTION NO. 27-94
A RESOLUTION OF THE CITY CONNISSION OF THE CITY OF DELR~Y
BE~CH, FLORIDA, SUPPLEHEIqTING RESOLUTION NO. 98-9~, AS
~d(ENDED~d~DSUPPLF~ENTED, FOR THE PURPOSE OF AUTHORIZING
THE ISSUANCE OF THE SECOND SERIES BONDS UNDER SUCH
RESOLUTION OF NOT EXCEEDING IN INITI~., AGGREGATE ~t~.fOUNT
OF $8,$00,000 UTILITIES T~%X REVENUE REFUNDING ~
IN~PROVEI~NT BONDS, 8ERIES L994, OF THE CITY OF DELI~Y
BF~CH, FLORIDA, TO REFUND~,.LL OR A PORTION OF THE CITY'S
OUTST~NDING UTILITIES TAX REVENUE NOTES, SUBORDINATE
SERIES L992 ~ID SUBORDINATE SERIES L993, ~ TO FIN~NCE
~LL OR A PORTION OF THE COST OF ACQUIRING, CONSTRUCTING
~ EQUIPPING OF A HUNICIP~ff., GOLF COURSE CLUBHOUSE,
P~SF~TING FOR THE DELR~Y BF~CH TENNIS ST~DIUI4~d~'D
SUCH OTHER C~PIT~I, PRO~ECTS THaT I~Y BE PERMITTED
HEREUNDER, ~,~D~L COSTS RELATING OR INCIDE17TALTHERETO;
PROVIDING FOR THE TER~S FOR 8AID BONDS, PROVIDING FOR THE
RIGHTS, SECURITY ~ND RF...V. EDIES OF THE OWNERS THEREOF~
I~%KING CERTAIN COVEN~d~TS ~ AGREEHENTS IN CONNECTION
THEREWITH; PROVIDING FOR CERTAIN OTHER N~TTERS IN
COHNECTION THERE~ITH ~ PROVIDING ~1 EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission") of the
City of Delray Beach, Florida (the "City") did, on December 3,
1991, adopt Resolution No. 98-91, as amended and supplemented
(herein, the "Original Resolution"), for the purpose, among other
things, of authorizing the issuance from time to time of Utilities
Tax Revenue Bonds to finance and refinance municipal projects; and
WHEREAS, any term not otherwise defined in this Resolu-
tion shall have the meaning ascribed to such term in the Original
Resolution; and
WHEREA~, pursuant to the terms and provisions of the
Original Resolution, the City did, on February 5, 1992, issue its
first series of obligations under the Original Resolution designat-
ed as Utilities Tax Revenue Refunding and Improvement Bonds, Series
1992, in the aggregate principal amount of $14,800,000 for the
purposes authorized thereunder (herein, the "Original Bonds").
C:~ATA~ELRAYlhK%~ .TABONDRES .V4
NHEREA~, pursuant to the terms and provisions of the
Original Resolution, the City is authorized to issue obligations
that are subordinate in all respects to Bonds issued pursuant to
the terms and provisions of the Original Resolution; and
NHEREA~, the City did, pursuant to the Original Resolu-
tion, Resolution No. 116-92, adopted by the Commission on
October 13, 1992, as supplemented (the '1992 Subordinate
Resolution"), and an Agreement Regarding Line of Credit, dated as
of October 1, 1992 (the "1992 Line of Credit"), between the City
and SunBank/South Florida, N.A. (the "Bank"), issue its Utilities
Tax Revenue Notes, Subordinate Series 1992, outstanding in the
principal amount of $4,586,074 (the "1992 Notes") to finance on a
short term basis the acquisition, construction and equipping of the
Delray Beach Tennis Stadium and related tennis courts (herein, the
"Tennis Facilities"); and
WHEREAS, the City did, pursuant to the Original Resolu-
tion, Resolution No. 98-93, as amended and restated by Resolution
No. 108-93, adopted by the Commission on October 12, 1993, and
December 7, 1993, respectively (such Resolution No. 98-93, as
amended and restated by Resolution No. 108-93, herein called the
"1993 Subordinate Resolution"), and an Agreement Regarding Line of
Credit, dated as of December 1, 1993 (the "1993 Line of Credit"),
between the city and the Bank, issue its Utilities Tax Revenue
Notes, Subordinate Series 1993, outstanding in the principal amount
of $250,000 (the "1993 Notes") to finance on a short term basis
Res. 27-94
~ATA~_.I..,},A¥1},IA~.{].V4 2
certain municipal capital projects including improvements and
modifications to the Tennis Facilities; and
WHEREAS, the outstanding Drincipal amount of the 1993
Notes may increase prior to issuance of the 1994 Bonds (as herein
defined) to a maximum amount of $810,000.
NHEREIkS, the 1992 Subordinate Resolution and the 1993
Subordinate Resolution are herein, collectively, referred to as the
"Subordinate Resolutions"; and
WHEREAS, the 1992 Notes and the 1993 Notes are herein,
collectively, referred to as the "Notes"; and
WHEREAS, the 1992 Line of Credit and the 1993 Line of
Credit are herein, collectively, referred to as the "Line of
Credits"; and
WHEREAS, pursuant to the Subordinate Resolutions and the
Line of Credits, the Notes are prepayable, in whole or in part, at
any time without penalty or premium~ and
WHEREAS, Article III, Section 4.G of the Original
Resolution provides that the City may issue pari passu additional
Bonds if the conditions in such section are complied with; and
WHEREAS, the Commission hereby deems it to be in the best
economic interest of the City to issue bari passu additional Bonds
on parity with the Original Bonds to (i) prepay all or a portion of
the Notes, (ii) finance the acquisition, construction and equipping
of a new municipal golf course clubhouse, together with all related
and incidental costs thereto, including the demolition of the
Res. 27-94
C:~ATA~ELRAYI}/~ ~ .~/~BONDRES. ¥4 3
existing municipal golf course clubhouse, (iii) finance the
acquisition and construction of permanent seating for the Tennis
Facility, together with all related and incidental costs thereto,
(iv) any other capital project permitted 'under the Act, in
substitution for or in addition to, the aforementioned capital
projects together with all related and incidental costs thereto,
provided that Bond Counsel shall first deliver to the City an
opinion to the effect that the substitution or addition of such
capital projects will not adversely affect the exclusion of
interest on the 1994 Bonds from gross income for Federal income tax
purposes (the purposes set forth in clauses (ii), (iii) and (iv)
are collectively referred to as the "1994 Improvements"), (v) to
fund the Debt Service Account (as herein defined) in an amount
equal to the Debt Service Reserve Requirement for the 1994 Bonds
(as herein defined), and (vi) to pay the costs of issuing such bari
passu additional Bonds (the purposes set forth in clauses (i)
through (vi) are collectively referred to as the "1994 Project");
and
WHEREAS, the Commission finds that the conditions set
forth in Article III, Section 4.G of the Original Resolution, with
respect to the issuance of pari passu additional Bonds can be
satisfied with respect to the issuance of the 1994 Bonds to finance
the 1994 Project; and
WHEREAS, such bari Dassu additional Bonds issued pursuant
to the terms and provisions of the Original Resolution and this
Res. 27-94
Resolution to finance the 1994 Project shall be designated as "City
of Delray Beach, Florida, Utilities Tax Revenue Refunding and
Improvement Bonds, Series 1994" (herein, the "1994 Bonds"); and
WHEREAS, the 1994 Bonds shall be issued at one time or
from time to time, but in no case shall such 1994 Bonds exceed
$8,500,000 in initial aggregate principal amount.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COI~I~ISSION OF
THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS~
Res. 27-94
C:~ATA~ELRAY~MA~~RE~.V4 5
]KRTICLE I
STATUTORY AUTHORITY~ FINDINGS AND INCORPOI~kTION BY REFERENCE
SECTION 1. ~UTHORITY OF THIS RESOLUTION. This Resolu-
tion is adopted pursuant to the provisions of the Charter of the
City of Delray Beach, Florida (the "City"), as amended and
supplemented, the Florida Constitution, Chapter 166, Florida
Statutes, as amended and supplemented, and other applicable
provisions of law (collectively, the "Act").
SECTION 2. FINDINGS. It is hereby ascertained,
determined and declared:
A. That the recitals hereinbefore mentioned are hereby
adopted.
B. That all terms not otherwise defined in the recitals
or in this Section 2 shall have the meaning ascribed to such terms
in Section 3 of Article I of the Original Resolution.
C. That the City adopts this Resolution for the purpose
of providing the authorization for the City to issue the 1994 Bonds
for the purpose of financing the 1994 Project and to pledge the
Utilities Tax proceeds for the payment thereof in the manner
provided herein and in the Original Resolution.
D. That the City hereby authorizes the prepayment of
all or a part of the Notes.
E. That it is necessary and essential to construct and
acquire the 1994 Improvements in order to preserve and promote the
economic welfare of the citizens of the City.
Res. 27-94
C: ~ATA~E~RAYII~A~ .~Y~ONDiK~q. V4 6
F. That the cost of the 1994 Improvements, financed
with a portion of the proceeds of the 1994 Bonds and the cost of
prepaying all or a portion of the Notes, financed with a portion of
the proceeds of the 1994 Bonds, shall be deemed to include the cost
of construction and improvements of such 1994 Improvements, the
cost of real estate, including easements and other interests
therein relating to such 1994 Improvements, or any other property
real or personal, necessary therefor; administrative expenses;
reserve or other funds created, established or maintained pursuant
to this Resolution; discount on the sale of the Bonds, if any;
engineering and legal expenses; capitalized interest, expenses for
fiscal agents or financial services; expenses for estimates of
costs and of Utilities Tax proceeds; expenses for plans, specifica-
tions and surveys relating to such 1994 Improvements; and such
other expenses as may be necessary or incidental to the 1994
Improvements and the cost of prepaying all or a portion of the
Notes, and the issuance of the 1994 Bonds herein authorized.
G. That the principal of and interest on all 1994 Bonds
issued under this Resolution and all of the reserve and other
payments provided for in this Resolution and the Original Resolu-
tion will be paid solely from Utilities Tax proceeds deposited in
the Sinking Fund on a parity with the Original Bonds, except as
provided therein and herein, and the ad valorem taxing power of the
City will never be necessary or authorized to pay the principal of
and interest on the 1994 Bonds, or to make any of the reserve or
Res. 27-94
other payments provided for in this Resolution and the Original
Resolution, and the 1994 Bonds issued pursuant to this Resolution
shall not constitute a lien upon any other property whatsoever of
or in the City.
SECTION 3. Unless otherwise provided herein or by
subsequent proceedings of the Commission, all of the terms and
provisions of the Original Resolution shall, by this reference, be
incorporated herein as though fully set forth in this Resolution.
SECTION 4. ORIGIN/%L RESOLUTION AND THIS RESOLUTION
CONSTITUTE A CONTRACT. In consideration of the acceptance of the
1994 Bonds authorized to be issued hereunder by those who shall
hold the same from time to time, this Resolution and the Original
Resolution shall be deemed to be and shall constitute a contract
between the City and such Bondholders, and the covenants and
agreements herein set forth and set forth in the Original Resolu-
tion to be performed by the City shall be for the equal benefit,
protection and security of the Holders of any and all of such 1994
Bonds, all of which shall be of equal rank and without preference,
priority, or distinction of any of the 1994 Bonds over any other
thereof except as expressly provided therein and herein.
Res. 27-94
ARTICLE II
AUTHORIZATION OF BONDS AND BOND FORMS
SECTION 1. AUTHORIZATION OF BONDS AND PURPOSE. Subject
and pursuant to the provisions of the OriginalResolution and this
Resolution, the City hereby authorizes the second Series of Bonds
to be known as "City of Delray Beach, Florida, Utilities Tax
Revenue Refunding and Improvement Bonds, Series 1994," in the
initial aggregate principal amount of not exceeding EIGHT MILLION,
FIVE HUNDRED THOUSAND DOLLARS ($8,500,000) (the "1994 Bonds") for
the purpose of (i) prepaying all or a portion of the Notes,
(ii) financing all or a portion of the costs of the 1994 Improve-
ments, (iii) funding the 1994 Debt Service Reserve Account or
providing the moneys to pay the premium on a Reserve Account Credit
Facility Substitute, as shall be determined by subsequent proceed-
ings of the Commission, and (iv) paying the cost of issuing the
1994 Bonds including the cost of a Credit Facility, if any.
SECTION Z. FORMS OF 1994 BONDS. The text of the 1994
Bonds shall be of substantially the following tenor, with such
omissions, insertions and variations as may be necessary and
desirable:
Res. 27-94
C:~ATA~L~AYl~A~.371BO~I~.% ,V4 9
(Forms of Bond)*
* Provisions of the Bonds may be set forth on the back of the
Bonds and shall for all purposes have the same effect as if
set forth on the front of the Bonds.
(Face of Bond with certain provisions applicable to a Capital
Appreciation Bond or a Capital Appreciation and Income Bond as
indicated)
No. R $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
UTILITIES TAX REVENUE REFUNDING AND IMPROVEMENT BOND
SERIES 1994
Interest Maturity
Rate Date Dated Date CUSI~
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that City of Delray
Beach, Florida (the "City"), for value received, hereby promises to
pay, from the proceeds of the Utilities Tax deposited pursuant to
the terms of the Resolution, as such terms are hereinafter defined,
to the Registered Owner or registered assigns on the Maturity Date
specified above, upon the presentation and surrender hereof at the
designated corporate trust office of , as
paying agent (said and any bank or trust
company becoming successor paying agent being herein called the
"Paying Agent"), the Principal Amount stated hereon with interest
thereon at the Interest Rate stated above, payable on the first day
Res. 27-94
C:~ATA~Y~.~7~{~.V4 10
of and of each year until the City's
obligation with respect to the payment of such Principal Amount
shall be discharged. Interest on this Bond is payable by check or
draft of the Paying Agent made payable to the registered owner and
mailed to the address of the registered owner as such name and
address shall appear on the registration books of the City
maintained by , as Registrar (said ,
and any successor Registrar being herein called the "Registrar") on
the fifteenth day of the calendar month preceding each interest
payment date or the fifteenth day prior to the date notice of
redemption is given, whether or not such fifteenth day is a
Saturday, Sunday or holiday (the "Record Date")~ provided further,
however, that payment of interest on the Bonds may, at the option
of any Holder of Bonds in an aggregate principal amount of at least
$1,000,000, be transmitted by wire transfer to the Holder to the
bank account number on file with the Paying Agent as of the Record
Date. Such interest shall be payable from the most recent interest
payment date next preceding the date hereof to which interest has
been paid, unless the date hereof is an i or 1
to which interest has been paid, in which case from such 1
or 1, or unless the date hereof is prior to ,
19 , in which case from , 19 , or unless the date
hereof is between a Record Date and the next succeeding interest
payment date, in which case from such interest payment date;
provided, however, that if and to the extent there is a default in
Res. 27-94
eU~TA~E~A~MA~3~BOND~S.V4 11
the payment of the interest due on such interest payment date, such
defaulted interest shall be paid to the persons in whose name Bonds
are registered on the registration books of the City maintained by
the Registrar at the close of business on the fifteenth day prior
to a subsequent interest payment date established by notice mailed
by the Registrar to the registered owner not less than the tenth
day preceding such subsequent interest payment date. The Principal
Amount and accrued interest thereon is payable in any coin or
currency of the United States of America, which, on the date of
payment thereof, shall be legal tender for the payment of public
and private debts.
Res. 27-94
e~A?A~mA~Ma~.~OND~.V4 12
[The following is applicable to Capital Appreciation Bonds only]
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
UTILITIES TAX REVENUE REFUNDING AND IMPROVEMENT BONDS
SERIES 1994
Interest Maturity
Rate Date Dated Date CUSIP
Registered Owner:
Principal Amount: $ per $5,000 Amount Due at Maturity
Amount Due at Maturity:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Florida (the "City"), for value received, hereby promises to
pay from the proceeds of the Utilities Tax deposited pursuant to
the terms of the Resolution, as such terms are hereinafter defined,
to the Registered Owner or registered assigns on the Maturity Date
specified above, upon presentation and surrender hereof at the
designated corporate trust office of , as paying agent
(said and any bank or trust company to become
successor paying agent being herein called the "Paying Agent"), the
Amount Due at Maturity (stated above), constituting the Principal
Amount per $5,000 Amount Due at Maturity (stated above) and
interest thereon at the Interest Rate (stated above) from the Dated
Date (stated above) compounded on and thereafter on
and , of each year until payment of said
Res. 27-94
e~ATA~Ym'MA'~'~YXBOIh'DRE~'V4 13
maturity amount or upon earlier redemption, as set forth on the
reverse side hereof, payment to be made at the Accreted Value as of
the date of redemption or other date of payment. The "Accreted
Value" of this Bond shall mean, as of any date of computation, an
amount equal to the principal amount hereof plus the compounded
interest accrued hereon to the i or I next
preceding the date of computation or the date of computation if a
i or 1, plus, if such date of computation
shall not be a i or 1, a portion of the
difference between the Accreted Value as of the immediately
preceding i or i (or the Dated Date if the
date of computation is prior to , 19 ) and the
Accreted Value as of the immediately succeeding i or
1, calculated based upon the assumption that Accreted
Value accrues during any semiannual period in equal daily amounts
on the basis of a year of twelve 30-day months. The Accreted Value
per $5,000 maturity amount of this Bond on each i or
i is set forth in a table on the reverse hereof. The
table should not be construed as a representation as to the market
value of this Bond at any time in the future but may bear a
relationship to the amount of tax- exempt interest and taxable gain
with respect to this Bond if sold prior to maturity.
Res. 27-94
C: ~ATA~P/~AY1MA~ .~ABOND~S.V4 14
[The following is applicable to Capital Appreciation and Income
Bonds only]
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
UTILITIES TAX REVENUE REFUNDING AND IMPROVEMENT BOND
SERIES 1994
Interest Maturity
Rate Date Dated Date CUSIP
Registered Owner:
Principal Amount: $ per $5,000 amount due at maturity
Amount due at Maturity:
Interest Commencement Date:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Florida (the "City"), for value received, hereby promises to
pay from the proceeds of the Utilities Tax deposited pursuant to
the terms of the Resolution, as such terms are hereinafter defined,
to the Registered Owner or registered assigns on the Maturity Date
specified above, upon presentation and surrender hereof at the
designated corporate trust office of , as paying agent
(said and any bank or trust company to become
successor paying agent being herein called the "Paying Agent"), the
Amount Due at Maturity (stated above), constituting the Principal
Amount (stated above) per $5,000 Amount Due at Maturity and
interest thereon at the Interest Rate (stated above) from the Dated
Res. 27-94
Date (stated above), compounded on each land 1
during the period from the Dated Date (stated above) to
(the "Interest Commencement Date"). The City further promises to
pay to the Registered Owner hereof by check or draft of the Paying
Agent made payable to the registered owner and, mailed to such
registered owner at the address shown on the registration books of
the City kept for that purpose at the designated corporate trust
office of , as Registrar (said
and any successor Registrar being herein called the "Registrar") as
of the fifteenth day of the month preceding such interest payment
date, interest on the Amount Due at Maturity from the Interest
Commencement Date, at the rate per annum equal to the Interest Rate
(stated above), payable on the first days of and
in each year (commencing 1, __), until the
City's obligation with respect to the payment of such Amount Due at
Maturity shall be discharged. Upon earlier redemption or other
payment prior to the Interest Commencement Date, as set forth on
the reverse hereof, payment shall be made at the Appreciated Value
as of the date of redemption or other payment of this Bond. The
"Appreciated Value" of this Bond shall mean (i) as of any date of
computation up to and including 1, , an amount equal
to the Principal Amount hereof plus the interest accrued thereon to
the i or i next preceding the date of
computation or the date of computation if a i or
1, plus, if such date of computation shall not be a
Res. 27-94
C:~ATA~LRAY%A~A~ 37%BOND~. V4 16
i or 1, a portion of the difference between
the Appreciated Value as of the immediately preceding 1
or I (or the Dated Date if the date of computation is
prior to 1, 19__) and the Appreciated Value as of the
immediately succeeding i or 1, calculated
based upon an assumption that Appreciated Value accrues during any
semiannual period in equal daily amounts on the basis of a year of
twelve 30-day months, and (ii) after the Interest Commencement
Date, the Appreciated Value at the Interest Commencement Date. The
Appreciated Value per $5,000 Amount Due at Maturity of this Bond on
each I and i is set forth in a table on the
reverse hereof. The table should not be construed as a representa-
tion as to the market value of this Bond at any time in the future
but may bear a relationship to the amount of tax- exempt interest
and taxable gain with respect to this Bond if sold prior to
Interest Commencement Date. Upon redemption or other payment
subsequent to the Interest Commencement Date and prior to the
Maturity Date in accordance with the provisions set forth on the
reverse hereof, payment of this Bond shall be made in an amount
equal to the Amount Due at Maturity plus any applicable premium
plus accrued and unpaid interest on such Amount Due at Maturity.
THE FOLLOWING IS APPLICABLE TO ALL BONDS
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $ of like date, tenor,
and effect, except as to number, date of maturity and interest
Res. 27-94
~ATA~P~AY/~A~.~~.¥4 17
rate, issued for the purpose of (i) prepaying a portion of the
City's outstanding Notes, and (ii) financing all or a portion of
the cost of the construction and acquisition of the 1994 Improve-
ments (as described in the hereinafter referred to Resolution)
under the authority of and in full compliance with the Constitution
and Statutes of the State of Florida, including the Charter of the
City, as amended and supplemented, the Florida Constitution,
Chapter 166, Florida Statutes, as amended and supplemented, and
other applicable provisions of law, and a resolution duly adopted
by the City Commission of the City on December 3, 1991, as amended
and supplemented, and as more particularly amended and supplemented
on March 22, 1994 (herein, collectively referred to as the
"Resolution"), and is subject to all the terms and conditions of
the Resolution.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH ON THE FRONT SIDE HEREOF.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen, and to be
performed, precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and
time as required by the Laws and Constitution of the State of
Florida and the Charter of the City applicable thereto, and that
the issuance of this Bond, and of the issue of Bonds of which this
Res. 27-94
Bond is one, is in full compliance with all constitutional or
statutory limitations or provisions.
IN WITNES~ N HEREOF, the City of Delray Beach, Palm Beach
County, Florida, has caused this Bond to be signed by the Mayor of
said City, either manually or with his/her facsimile signature, and
the seal of the City of Delray Beach to be affixed hereto or
imprinted or reproduced hereon, and attested by its City Clerk,
either manually or with her/his facsimile signature, and this Bond
to be dated the Dated Date specified above.
CITY OF DELRAY BEACH, FLORIDA
Mayor
Attest:
City Clerk
FORM OF CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This Bond is one of the Bonds delivered pursuant to the
within mentioned Resolution.
as Registrar
By:
Authorized Officer
Res. 27-94
C:~ATA ~P/~AY/MA~.~ABOND~S .V4 19
FOR~ OF V~ID~TION CERTIFICATE
[insert only if Bonds are validated]
This Bond is one of a series of Bonds which were
validated by judgment of the Circuit Court for Palm Beach County,
Florida, rendered on the day of , 1994.
Mayor
City Clerk
Res. 27-94
C: ~AIA~P/~AY/MA~ .~ABOND~. V4 2 0
[INSERT REDEMPTION PROVISIONS]
~ari Passu Additional Bonds may be issued by the City
from time to time upon the conditions and within the limitations
and in the manner provided in the Resolution.
This Bond and the issue of which it is a part are
payable, together with the Original Bonds (as such term is defined
in the Resolution) and such obligations as may in the future be
issued on & parity therewith, solely, as to both principal and
interest, from the proceeds of the tax imposed by the City on the
purchase of certain utility services, including electricity,
metered and bottled gas (natural liquified petroleum gas or
manufactured), and telecommunication services in said City (the
"Utilities Tax"). The Resolution provides that, to the extent
necessary to pay principal of and interest on obligations of which
this Bond is one and to carry out the provisions of the Resolution,
said tax shall be levied and collected in an amount sufficient to
make such payments of principal of and interest and to make all
other payments required by the Resolution. This Bond, including
interest hereon, is payable solely from the proceeds of said
Utilities Tax deposited in the Sinking Fund created under the
Resolution and does not constitute an indebtedness of the City
within the meaning of any constitutional, statutory or charter
provision or limitation. It is expressly agreed by the owner of
this Bond that such owner shall never have the right to require or
compel the exercise of the ad valorem taxing power of the City for
Res. 27-94
C: ~ATA~P/~AYI~A~ .~ABOND~. V4 21
the payment of the principal of or interest on this Bond or the
making of any reserve or other payments provided for in the
Resolution. It is further agreed between the City and the owner of
this Bond that this Bond and the obligation evidenced thereby shall
not constitute a lien upon any property of or in the City but shall
constitute a lien only on the proceeds of the Utilities Tax
deposited under the Resolution. Additional obligations, payable
from the proceeds of such Utilities Tax pari passu with the Bonds
of the issue of which this Bond is one, may be issued by the City
from time to time upon the conditions and within the limitations
and in the manner provided in the Resolution.
The original registered owner, and each successive
registered owner of this Bond shall be conclusively deemed to have
agreed and consented to the following terms and conditions:
(1) The Registrar shall maintain the books of the City
for the registration of Bonds and for the registration of transfers
of Bonds as provided in the Resolution. The Bonds shall be
transferable by the registered owner thereof in person or by his
attorney duly authorized in writing only upon the registration
books of the City maintained by the Registrar and only upon
surrender hereof together with a written instrument of transfer
satisfactory to the Registrar duly executed by the registered owner
or his duly authorized attorney. Upon the transfer of any such
Bond, the City shall issue in the name of the transferee a new Bond
or Bonds.
Res. 27-94
C:~ATA ~ELZtAYXZ,,iA~.37~O~P.B~. V4 2 2
(2) The City, the Paying Agent and the Registrar shall
deem and treat the person in whose name any Bond shall be regis-
tered upon the books kept by the Registrar as the absolute owner of
such Bond, whether such Bond shall be overdue or not, for the
purpose of receiving payment of, or on account of, the principal of
and interest on such Bond as the same becomes due, and for all
other purposes. All such payments so made to any such registered
owner or upon his order shall be valid and effectual to satisfy and
discharge the liability upon such Bond to the extent of the sum or
sums so paid, and neither the City, the Paying Agent, nor the
Registrar shall be affected by any notice to the contrary.
(3) At the option of the registered owner thereof and
upon surrender hereof at the designated corporate trust office of
the Registrar with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered owner or his duly
authorized attorney and upon payment by such registered owner of
any charges which the Registrar or the City may make as provided in
the Resolution, the Bonds may be exchanged for Bonds of the same
interest rate and maturity of any other authorized denominations.
(4) In all cases in which the privilege of exchanging
Bonds or transferring Bonds is exercised, the City shall execute
and the Registrar shall authenticate and deliver Bonds in accor-
dance with the provisions of the Resolution. There shall be no
charge for any such exchange or transfer of Bonds, but the City or
the Registrar may require payment of a sum sufficient to pay any
Res. 27-94
e~ATA~F..I.RAYXMA~.Y/tlK}NDRE{.V4 23
tax, fee or other governmental charge required to be paid with
respect to such exchange or transfer. Neither the City nor the
Registrar shall be required (a) to transfer or exchange Bonds for
a period from a Record Date to the next succeeding interest payment
date on such Bonds or 15 days next preceding any selection of Bonds
to be redeemed or thereafter until after the mailing of any notice
of redemption; or (b) to transfer or exchange any Bonds called for
redemption. However, if less than all of a Bond is redeemed or
defeased, the City shall execute and the Registrar shall authenti-
cate and deliver, upon the surrender of such Bond, without charge
to the Bondholder, for the unpaid balance of the principal amount
of such Bond so surrendered, a registered Bond in the appropriate
denomination and interest rate.
This Bond shall not be valid or obligatory for any
purpose until the certificate of authentication set forth hereon
shall have been duly executed by the Registrar.
[The following paragraph is applicable to Capital
Appreciation Bonds only]
The Capital Appreciation Bonds, of which this Bond is
one, pay principal and compound accrued interest only at maturity
or upon prior redemption. For the purposes of (i) receiving
payment of the redemption price if a Capital Appreciation Bond is
redeemed prior to maturity, or (ii) computing the amount of Bonds
held by the registered owner of a Capital Appreciation Bond in
giving to the City any notice, consent, request, or demand pursuant
Res. 27-94
C:%DATA~P/~AY%M~.37%BO~B~S.V4 2 4
to the Resolution for any purpose whatsoever, or (iii) computing
the amount of Bonds to be redeemed and the selection of Bonds to be
redeemed, the principal amount of a Capital Appreciation Bond shall
be deemed to be its Accreted Value.
Res. 27-94
C:~ATA~BLRAYXMA~.37%BO~RP~.V4 2 5
[The following paragraph is applicable only to Capital
Appreciation and Income Bonds]
For the purposes of (i) receiving payment of the
redemption price if a Capital Appreciation and Income Bond is
redeemed prior to maturity, or (ii) computing the amount of Bonds
held by the registered owner of a Capital Appreciation and Income
Bond in giving to the City any notice, consent, request or demand
pursuant to the Resolution for any purpose whatsoever, the
principal amount of a Capital Appreciation and Income Bond shall be
deemed to be its Appreciated Value.
Res. 27-94
C:~A?A~P/~AYXMA~.~ABONDRP~.V4 26
[For Capital Appreciation Bonds only]
ACCRETED VALUE PER $5,000 MATURITY AMOUNT
Accreted Accreted
Date Value Date Value
Res. 27-94
C:~ATA~E{JAY%MA~.37%BO~RES.V4 27
[For Capital Appreciation and Income Bonds only]
APPRECIATED VALUE PER $5,000 MATURITY AMOUNT
Appreciated Appreciated
Date Value Date Va%ue
Res. 27-94
C: ~ATA ~ P/~AY%~A~ 37~OND{tBS.V4 2 8
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED the undersigned sells, assigns and
transfers unto
(please print or typewrite name and address of transferee)
the within bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
Attorney to transfer the within bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated:
In the presence of:
[STATEMENT OF INSURANCE, if any]
Res. 27-94
C: ~ATA~ELRAY/MA~.3'Y~ONDi~.q. V4 2 9
~RTICLE III
T~ ~D DETAILS OF 1994 BONDS, APPLICATION OF 1994 BOND
PROCEEDS ~ ADDZTION~ COVES
SECTION 1. TERM AND DETAILS OF 1994 BONDS. The terms
and details of the 1994 Bonds, including but not limited to the
principal amount, interest rates, interest rate determination and
adjustment procedures, maturity dates and redemption provisions,
shall be determined by subsequent proceedings of the Commission.
SECTION 2. APPLICATION OF 1994 BOND PROCEEDS. Ail
moneys received by the City from the sale of the 1994 Bonds
originally authorized and issued pursuant to this Resolution, shall
be disbursed as follows:
A. The accrued interest derived from the sale of the
1994 Bonds, together with any moneys representing capitalized
interest, shall be deposited into the Interest Account, created and
established under the Original Resolution and continued hereunder,
and used for the purpose of paying interest on the 1994 Bonds, as
the same becomes due and payable.
B. From the proceeds of the 1994 Bonds, there may be
deposited in the Debt Service Reserve Account, created and
established under the Original Resolution and continued hereunder,
an amount equal to the Debt Service Reserve Requirement for the
1994 Bonds, as shall be determined by subsequent proceedings of the
Commission, or in lieu of depositing all or a part of such amounts,
Res. 27-94
C:~ATA~E~RAY/~A~.~7~ONDR~S.V4 3 0
the City may deposit a Reserve Account Credit Facility Substitute
with the requisite coverage.
C. From the proceeds of the 1994 Bonds, an amount
which, together with any other moneys lawfullYavailable therefor,
if any, including moneys and investments, if any, transferred from
the funds and accounts created and established under the Subordi-
nate Resolutions (such amounts to be determined by subsequent
proceedings of the Commission), shall be immediately applied to
prepay all or a portion of the Notes, as shall be determined by
subsequent proceedings.
D. The balance of the proceeds derived from the sale of
the 1994 Bonds shall be deposited in a fund in a bank or trust
company in the State which is eligible under State laws to receive
deposits of City funds, which fund is hereby created, established
and designated as the "Acquisition/Construction Fund," together
with other moneys lawfully available therefor, if any. There is
hereby created and established in the Acquisition/Construction Fund
a separate line item to be known as the "1994 Cost of Issuance Cost
Center," into which shall be deposited an amount of the proceeds of
the 1994 Bonds sufficient to pay the costs of issuance of 1994
Bonds, including, but not limited to, payment for the Credit
Facility, if any, and the initial payment of the premium or fee for
the Reserve Account Credit Facility Substitute, if any. The City
is hereby authorized to permit the initial purchaser of the 1994
Bonds to pay directly to the Bond Insurer, from the proceeds of the
Res. 27-94
~ATA~ELRAY1MA~.~BONDRES.V4 31
Bonds, the cost of the Bond Insurance Policy, if any. If, for any
reason, the moneys in the Acquisition/Construction Fund, or any
part thereof, are not necessary for or are not applied to the
purposes of the 1994 Improvements, then such surplus proceeds shall
be deposited, upon certification of the City Manager, other than
amounts allocated to the 1994 Cost of Issuance Cost Center, that
such surplus proceeds are not needed for the purposes of the
Acquisition/Construction Fund, in the following order:
First, to the Debt Service Reserve Account in the Sinking
Fund created and established for the 1994 Bonds, to the full extent
necessary, either to reinstate any Reserve Account Credit Facility
Substitute on deposit therein, or, to deposit additional moneys so
that such deposit, together with such moneys already on deposit
therein, equal the Debt Service Reserve Requirement for such 1994
Bonds;
Second, to the Interest Account, Principal Account or
Bond Redemption Account in the amounts, if any, determined by
subsequent proceedings of the Commission; and
Third, the balance, if any, to be used by the City for
any lawful municipal purpose.
The moneys deposited in the Acquisition/Construction Fund
may, pending their use for the purposes provided in this Resolu-
tion, be temporarily invested in Permitted Investments maturing not
later than the dates on which such moneys will be needed for the
purposes of the Acquisition/Construction Fund. Subject to the
. Res. 27-94
~ATA~LRAY~dA~3~%BONDR~S.V4 32
provisions of the Code and the applicable Tax Certificate, all the
earnings and investment income from such investments shall remain
in and become a part of said Acquisition/Construction Fund and be
used for the purposes of the Acquisition/Construction Fund.
Any moneys received by the City from the State or from
Palm Beach County, Florida (the "County"), or from the United
States of America or any agencies thereof for the purpose of
financing part of the 1994 Improvements, may be deposited in the
Acquisition/Construction Fund and used in the same manner as other
1994 Bond proceeds are used therein~ provided, however, that such
moneys shall not be so deposited in the event and to the extent
that the City has incurred debt in anticipation of the receipt of
such moneys~ and provided further, that separate accounts may be
established in the Acquisition/Construction Fund for moneys
received pursuant to the provisions of this paragraph whenever
required by Federal or State or County regulations.
The proceeds of the sale of the 1994 Bonds (other than
amounts applied to prepay all or a part of the Notes) shall be and
constitute trust funds for the purposes hereinabove provided, and
there is hereby created a lien upon such moneys, until so applied,
in favor of the Holders of the Bonds, except that, if determined by
subsequent proceedings of the Commission, the lien on the moneys or
securities or any moneys derived from a Reserve Account Credit
Facility Substitute on deposit in the Debt Service Reserve Account,
created and established under the Original Resolution and continued
Res. 27-94
~U~A?A~A~MA~~a~S.¥~ 33
hereunder for the 1994 Bonds, shall only be for the benefit of the
Holders of such 1994 Bonds. In such event, the City is authorized
to create a subaccount within the Debt Service Reserve Account for
such purpose.
SECTION 3. COVENANTS OF THE CITY. The City hereby
covenants to comply with the terms and provisions of Section 4.G of
Article III of the Original Resolution, as certified by the City in
writing and delivered to the Registrar and Bond Insurer, if any,
prior to the issuance of the 1994 Bonds. In addition, the city
reaffirms and acknowledges that all of the covenants set forth in
the Original Resolution applicable thereto, apply to the 1994 Bonds
authorized to be issued pursuant to this Resolution, except that
the Debt Service Reserve Requirement for the 1994 Bonds shall be
determined under present Internal Revenue Service Regulations.
The City of Delray Beach Utilities Tax Sinking Fund
established under the Original Resolution, and the separate
accounts therein shall be continued and maintained hereunder as
long as any of the 1994 Bonds, issued pursuant to the terms and
provisions of the Original Resolution and this' Resolution, are
Outstanding; and the payments required to be made into the Interest
Account, Principal Account, Bond Redemption Account, and, to the
extent not funded from the 1994 Bond proceeds or covered by a
Reserve Account Credit Facility Substitute, the Debt Service
Reserve Account, shall be adjusted so as to provide the amounts
necessary to pay the principal of and interest on the 1994 Bonds
Res. 27-94
~ ~ATA~EL~AY%~A~ 37~BONDR]~ .V4 34
issued pursuant to this Resolution, in the amounts, at the times
and in the manner provided in the Original Resolution and this
Resolution.
Res. 27-94
C:~ATA~BL~AYXMA~37~O~D~.¥4 35
~TICLE IV
~ISCELL~EOU~ PROVISION~
~ECTION ~. ~~ILITY OF INValID PROVISIONS. If any
one or more of the covenants, agreements or provisions of this
Resolution should be held contrary to any express provision of law
or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate from
the remaining covenants, agreements or provisions, and shall in no
way affect the validity of any of the other provisions of this
Resolution or of the 1994 Bonds.
SECTION 2. 8A~E OF 1994 BONDS. The 1994 Bonds shall be
issued and sold at one time or from time to time, in such manner,
including but not limited to a loan made by a financial institution
acceptable to the City (such obligation to repay such loan to be
evidenced by the issuance of the 1994 Bonds), and at such price or
prices consistent with the provisions of the Act and the require-
ments of this Resolution as the Commission shall hereafter
determine by subsequent proceedings.
SECTION 3. BOND ANTICIPATION NOTES~ FINANCINg ~REE-
MENTS. The City may, if it determines it to be in its best
financial interest, issue its bond anticipation notes in order to
temporarily finance the costs of the 1994 Improvements as provided
in this Resolution. The City shall by proper proceedings authorize
Res. 27-94
C:~DATA~LRAY1MA~ ~71BO~R~S .V4 3 6
the issuance and establish the details of such bond anticipation
notes pursuant to the provisions of Section 215.431, Florida
Statutes, as amended. In connection with such bond anticipation
notes, the City is hereby authorized to enter into line of credit
agreements, loan agreements or similar arrangements (collectively
referred to as "Financing Agreements") with banks or similar
financial institutions for the purpose of financing the costs of
the 1994 Improvements. The City is authorized to issue one or more
bond anticipation notes to such banks or financial institutions to
evidence its obligation to repay loans made under such Financing
Agreements. The City may, if determined by subsequent proceedings,
utilize one or more Financing Agreements in conjunction with the
issuance of the 1994 Bonds to finance the 1994 Project, provided
that such Financing Agreements are not inconsistent with the
Original Resolution and this Resolution.
SECTION 4. REPEALER. That all resolutions or riders or
parts thereof in conflict herewith are to the extent of such
conflict hereby repealed.
SECTION 5. FALIDATION. That the City Attorney shall
take appropriate proceedings in the Circuit Court of the Fifteenth
Judicial Circuit of Florida in and for Palm Beach County for the
validation of the 1994 Bonds, and the Mayor and City Clerk are
hereby authorized to sign any pleadings in such proceedings for and
on behalf of the City.
Res. 27-94
~A. TA~P/.~.AYI~4A~~]?J~.V4 37
EFFECTIVE D~TE. This Resolution shall take effect
immediately upon its passage.
PASSED AND ADOPTED in regular session on this the 22nd
day of March, 1994.
CITY OF DELRAY BEACH, FLORIDA
Attest: By:~
City'Cl~rk
Date of Adoption: March 22, 1994
Res. 27-94
C~ATA~YXI~AW.~IOND~.V4 38
R-27-94
DELI~Y BF~CH~ FLORIDA
SUPPLEMENTAL UTILITIES TAX REVENUE BOND RESOLUTION
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED IN INITIAL
AGGREGATE PRINCIPAL AMOUNT OF $8,500,000
CITY OF DELRAY BEACH, FLORIDA
UTILITIES TAX REVENUE REFUNDING ~ND IMPROVEMENT BONDS
SERIES 1994
ADOPTED MARCH 22, 1994
Res. 27-94
MEMORANDUM
TO: David T. Harden
City Manage~
FROM: Joseph M. Sa~~
Director of Fi~
DATE: March 16, 1994
SUBJECT: Resolution 27-94
The purpose of this Resolution is to authorize the issuance of bonds not to
exceed $8,500,000 in order to provide for: permanent financing on the
outstanding 1992 and 1993 Utility Tax Lines of Credit (Tennis Stadium Phase I
and II and Pompey Park), long-term financing of the proposed Golf Course
Clubhouse Project, and the Tennis Stadium Phase III Project (permanent
seating).
JMS/rso/slh
Attachment
cc: Rebecca S. O'Connor, Treasurer
MUD £ ROSE GUTHRIE ALEXANDER & FERDON
Suite 900, Northbridge Centre, 515 North Flagler Drive, West Palm Beach, FL 33401-4334
407-650-8100 Facsimile 407-833-1722 Telex WU 514847
March 16, 1994
Ms. Alison McGregor Harty
City Clerk
City of Delray Beach
100 N.W. 1st Avenue
Delray Beach, Florida 33444
Re: Resolution No. 27-94
Dear Alison:
Enclosed are 15 copies of the above-referenced Resolution
relating to the authorization to issue up to $8,500,000 Utilities
Tax Revenue Refunding and Improvement Bonds. It is my
understanding that the resolution will be considered for adoption
on Tuesday.
Please call me if you should have any questions.
Very truly yours,
SDS/emi
Encs.
cc: David T. Harden
Joseph M. Safford
Becky O'Connor
Susan Ruby, Esq.
Los Angeles, CA New York, NY Parsippany, NJ Paris Tokyo Washington, DC