Res 51-93 RESOLUTION NO. R-51-93
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELI~Y
BF~CH, FLORIDA, SUPPLEHENTING RESOLUTION NO. 104-90, AS
AMENDED~NDSUPPLEMENTED, FOR THE PURPOSE OF AUTHORIZING
A SECOND SERIES OF ~ATER ~qD SE~ER REVENUE BONDS
DESIGNATED AS WATER'ND SEWER REVENUE BONDS, SERIES 1993
B, IN THE AGGREGATE INITIAL PRINCIPAL AMOUNT OF NOT
EXCEEDING $10,000,000 FOR THE PURPOSE OF FINANCING THE
COSTS OF CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS
TO THE CITY'S COMBINED PUBLIC UTILITY; PROVIDING FOR THE
TERMS AND PAYMENT FOR SAID BONDS; INCORPORATING BY
REFERENCE THE TERMS AND PROVISIONS OF RESOLUTION NO. 39-
88 AND RESOLUTION NO. 104-90; 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~ ~ PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Delray Beach, Florida, a Florida
municipal corporation (the "City"), is authorized by law to issue
revenue bonds to finance and refinance additions, extensions and
improvements to its Combined Public Utility (as herein defined);
and
WHEREAS, the City Commission of the City of Delray Beach,
Florida (referred to herein as the "City Commission"), did, on
June'12, 1984, adopt Resolution No. 45-84, which was amended and
supplemented on June 26, 1984, and October 17, 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
C: ~DATA~DELRAy .34~SUPPRF_.~ .F
Revenue Bonds, Series 1988 (the "1988 Bonds"), to refund the City's
1984 Bonds; and
WHEREAS, the city did, on September 15, 1988, issue its
1988 Bonds in the aggregate principal amount of $25,135,000; and
WHEREAS, the 1988 Resolution authorizes in Section 4.G of
Article III thereof, of Part I, the issuance of bonds payable on a
parity with the 1988 Bonds issued pursuant to the 1988 Resolution,
on the terms and conditions therein contained; and
WHERF~S, the City Commission did, on April 24, 1990,
adopt Resolution No. 46-90, as amended and supplemented (the "1991
A Resolution"), 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
~HEREAS, the City Commission did, on October 23, 1990,
adopt Resolution No. 104-90, as amended and supplemented (the
"1991 B Resolution"), which authorized the issuance of not
exceeding $50,000,000 Water and Sewer Revenue Bonds (the "1991 B
Bonds") of the City for the purpose of financing certain additions,
extensions and improvements to the City's Combined Public Utility;
and
WHEREAS, the City did, on April 30, 1991, issue its
1991 A Bonds and 1991 B Bonds in the aggregate principal amounts of
$8,000,000 and $14,585,000, respectively; and
WHEREAS, the City Commission did, on this date, June 8,
1993, adopt Resolution No. 50-93, which authorizes the issuance of
C:~ATA~Y.~PRES.F 2
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
(the "Refunded Bonds"); and
WHEREAS, the 1988 Bonds and the 1991 A Bonds which are
not being refunded, the 1991 B Bonds and the 1993 A Bonds, when
issued, are, collectively, called the "Prior Bonds"; and
WHEREAS, it is deemed necessary and desirable for the
health and welfare of the inhabitants and citizens of the City to
issue Water and Sewer Revenue Bonds, in one or more series, for the
purpose of financing all or a portion of the Project (as such term
is defined in the 1991 B Resolution) not financed with the proceeds
of the 1991 B Bonds, which Water and Sewer Revenue Bonds will be on
parity with the remaining Outstanding Prior Bonds as to the lien
on, and source and security for payment from, the Net Revenues (as
herein defined) derived from the operation of the Combined Public
Utility, and in all other respects; and
WHEREAS, the City presently contemplates issuing the
Bonds authorized under this Resolution simultaneously with the
issuance of the 1993 A Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
C:%DATA\DELRAY.34%SUPPRES.F 3
CITY OF DELRAY BEACH, FLORIDA
SUPPLEMENTAL WATER AND SEWER REVENUE BOND RESOLUTION NO. 51-93
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
IN INITIAL AGGREGATE PRINCIPAL AMOUNT OF
$10,000,000
CITY OF DELRAY BEACH, FLORIDA
WATER AND SEWER REVENUE BONDS
SERIES 1993 B
Adopted June 8, 1993
C:~DATA~DELRAY .34~SUPPRES.F
TABLE OF CONTENTS
ARTICLE I. STATUTORY AUTHORITY, FINDINGS, AND INCORPORATION
BY REFERENCE ................... 4
Section 2 Findings ................ 4
Section 3 Incorporation by Reference ..... ~ . ?
Sect=on 4 Original Resolution and this Resolution
Constitutes Contract .............. 7
ARTICLE II. AUTHORIZATION OF BONDS AND BOND FORMS .. ..... 9
Section 1. Authorization of Bonds and Purpose ....... 9
Section 2. Form of Series 1993 B Bonds .......... 9
ARTICLE III. TERMS ~ND DETAILS OF SERIES 1993 B BONDS,
APPLICATION OF SERIES 1993 B BOND PROCEEDS
AND ADDITIONAL COVENANTS ........... 29
Section 1. Term and Details of Series 1993 B Bonds. . . 29
Section 2. Application of Series 1993 B Bond Proceeds.. 29
Section 3. Covenants of the City ............ 31
ARTICLE IV. MISCELLANEOUS ................. 34
Section 1. Severability of Invalid Provisions ..... 34
Section 2. Further Authorization ............. 34
Section 3. Effective Date ................ 35
C:XDATA\D~AY.34~SUPPRF_~.F i
ARTICLE I
STATUTORY AUTHORITY, FINDINGS, AND INCORPORATION BY REFERENCE
SECTION 1. Authority of this Resolution. This Resolution
is adopted pursuant to the provisions of the 1988 Resolution, the
1991 B Resolution, the City Charter of the City, as amended and
supplemented, the Florida Constitution, Chapter 166, Florida
Statutes, as amended and supplemented, and other applicable
provisions of law.
SECTION 2. Findings. It is hereby ascertained, deter-
mined and declared:
A. That all terms not otherwise defined in the recitals
set forth above or in this Section 2 shall have the meaning
ascribed to such terms in Section 3 of Article 1 of the 1991 B
Resolution.
B. That the City now owns, operates and maintains a
combined water system and sewer system for the supply and distribu-
tion of water to the inhabitants of the City and for the collec-
tion, treatment and disposal of sewage in said City (the "Combined
Public Utility") and owns a one-half (1/2) undivided interest in a
treatment and disposal system operated by the South Central
Regional Wastewater Treatment and Disposal Board (herein the
"Board"); and that the City derives revenues from the operation of
said Combined Public Utility.
C. That the revenues of the Combined Public Utility are
not pledged or encumbered in any manner, except for the outstanding
1988 Bonds, heretofore issued pursuant to Resolution No. 36-88,
C:\DATA\DELRAY,~PRES.F 4
adopted on June 28, 1988, as amended, supplemented and restated by
Resolution No. 39-88, adopted on July 12, 1988, as further amended
and supplemented (collectively, the "1988 Resolution"), and the
1991 A Bonds, 1991 B Bonds and 1993 A Bonds (as such terms are
herein defined), when the 1993 A Bonds are issued.
D. That the 1988 Resolution, as supplemented by
Resolution No. 46-90, adopted on April 24, 1990, as amended and
supplemented (the "1991 A Resolution"), authorized the issuance of
$8,000,000 Water and Sewer Revenue Bonds, Series 1991 A (the
"1991 A Bonds").
E. That the 1988 Resolution, as supplemented by
Resolution No. 104-90, adopted on October 23, 1990, as amended and
supplemented (the "1991 B Resolution"), authorized the issuance of
$14,585,000 Water and Sewer Revenue Bonds, Series 1991 B (the "1991
B Bonds").
F. That the 1988 Resolution, as supplemented by
Resolution No. 50-93, adopted on the date of adoption of this
Resolution (the "1993 A Resolution"), authorized the issuance of
not to exceed $30,000,000 Water and Sewer Refunding Revenue Bonds
(the "1993 A Bonds").
G. That the 1988 Resolution, the 1991 A Resolution, the
1991 B Resolution and the 1993 A Resolution, as such resolutions
may be amended and supplemented from time to time, shall be,
collectively, referred to as the "Original Resolution".
H. That the 1988 Resolution in Section 4.G of Art-
icle III of Part I provides for the issuance of pari passu
C:~ATA~y.~pp. jES. F 5
additional bonds, under the terms, conditions and limitations
provided therein.
I. That the 1988 Bonds and the 1991 A Bonds remaining
outstanding after the issuance of the 1993 A Bonds and the 1991 B
Bonds and the 1993 A Bonds, when issued, are herein referred to as
the Prior Bonds.
J. That the city is authorized to issue the Bonds (as
herein defined) as pari passu additional bonds within the terms,
conditions and limitations provided in Section 4.G of Article III,
Part I, of the 1988 Resolution.
K. That a portion of the proceeds derived from the sale
of the Bonds shall be used to finance all or a portion of the
Project (as such term is defined in the 1991 B Resolution) which
was not financed with the proceeds of the 1991 B Bonds.
L. That since there remains $35,415,000 authorized but
unissued Water and Sewer Revenue Bonds under the 1991 B Resolution,
it is the desire of the City to issue all or a portion of such
remaining authorized amount pursuant to the provisions of the 1988
Resolution, the 1991 B Resolution and this Resolution.
M. That the estimated Revenues to be derived in each
year hereafter from the operation of the Combined Public Utility
will be sufficient at all times to pay all the costs of operation
and maintenance of the Combined Public Utility and the principal of
and interest on the Prior Bonds and the Bonds authorized pursuant
to the Original Resolution and this Resolution, as the same become
due and payable, and all sinking fund, reserve and other payments
C:~ATA~EJ..,RAY.~pRP_,S.F 6
provided for in the Original Resolution and in this Resolution in
accordance with the requirements of the Original Resolution and
this Resolution.
N. That the principal of and interest on the Bonds and
all of the reserve, sinking fund and other payments provided for in
the Original Resolution and this Resolution will be paid from the
Net Revenues derived from the operation of the Combined Public
Utility in the manner provided therein and herein, on a parity with
the Prior Bonds; and the ad valorem taxing power of the City will
never be necessary or authorized to pay the principal of and
interest on the Bonds to be issued pursuant to this Resolution, or
to make any of the reserve, sinking fund or other payments provided
for in the Original Resolution and this Resolution, and the Bonds
issued pursuant to this Resolution shall not constitute a lien upon
the Combined Public Utility or upon any other property whatsoever
of or in the City but shall be payable solely from the Net Revenues
derived from the operation of the Combined Public Utility in the
manner provided herein.
SECTION 3. Incorporation by Reference. Unless otherwise
provided herein, all the terms and provisions of the 1988
Resolution and the 1991 B Resolution, shall, by this reference, be
incorporated herein as though fully set forth in this Resolution.
SECTION 4. Original Resolution and this Resolution
Constitutes Contract. In consideration of the acceptance of the
Series 1993 B Bonds authorized to be issued hereunder by those who
shall hold the same from time to time, this Resolution and the
C:~ATA~ELRAY.M~pRP_.3.F 7
Original Resolution shall be deemed to be and shall constitute a
contract between the City and such Owners and the covenants and
agreements herein set forth to be performed by said City shall be
for the equal benefit, protection and security of the Owners of any
and all of such Series 1993 B Bonds all of which shall be of equal
rank and without preference, priority, or distinction of any of the
Series 1993 B Bonds over any other thereof except as expressly
provided therein and herein.
C:~DA TA %DELRA Y.34~ UPPRES. F 8
ARTICLE II
AUTHORIZATION OF BONDS AND BOND FORMS
SECTION 1. Authorization of Bonds and Purpose. Subject
and pursuant to the provisions of the Act, this Resolution and the
Original Resolution, the City hereby authorizes the second series
of Bonds to be issued pursuant to the terms and provisions of the
1991 B Resolution to be known as "Water and Sewer Revenue Bonds,
Series 1993 B," in the initial aggregate principal amount of not
exceeding Thirty-Five Million, Four Hundred Fifteen Thousand
Dollars ($35,415,000) (herein referred to as the "Series 1993 B
Bonds" or the "Bonds"), for the purpose of financing all or a
portion of the Project (as such term is defined in the 1991 B
Resolution) that was not financed with the proceeds of the 1991 B
Bonds.
SECTION 2. Form of Series 1993 B Bonds. The text of the
Series 1993 B Bonds shall be of substantially the following tenor,
with such omissions, insertions and variations as may be necessary
and desirable:
C:~DATA\DELRAY.34~SUPPRES.F 9
(Form of Bond)*
* The text of the Bonds shall be of substantially the tenor set
forth below. Provisions of the Bonds may be set forth on the
back of the Bonds and shall for all purposes have the same
effect as if set forth on the front of the Bonds.
(Face of Bond with certain provisions applicable to a
Capital Appreciation Bond or a Capital Appreciation
and Income Bond as indicated)
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE BOND
SERIES
Interest Maturity Dated
Rate Date Date CUSIP
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Palm Beach County, Florida (the "City"), for value received,
hereby promises to pay, from the Net Revenues and Pledged Impact
Charges [if so pledged by the City], hereinafter mentioned, to the
Registered Owner or registered assigns on the Maturity Date
C:~ATA~ELRAY .~PRF_.~, F 10
specified above, upon the presentation and surrender hereof at the
principal 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 of and of each year
until the City's obligation with respect to the payment of such
Principal Amount shall be discharged. Interest on this Bond is
payable by check or draft of the Paying Agent made payable to the
registered owner and mailed to the address of the registered owner
as such name and address shall appear on the registration books of
the City maintained by , as Registrar
(said , and any successor Registrar
being herein called the "Registrar") at the close of business on
the fifteenth day preceding each interest payment date or the date
on which the principal of a Bond is to be paid or the date of
selection of Bonds to be redeemed; provided, however, that if such
fifteenth day is a Saturday, Sunday or holiday, then to the
registered owner and at the registered address shown on the
registration books of the City maintained by the Registrar at the
close of business on the day next preceding such fifteenth day
which is not a Saturday, Sunday or holiday (the "Record Date");
provided further, however, that payment of interest on the Bonds
may, at the option of any Holder of Bonds in an aggregate principal
amount of at least $1,000,000, be transmitted by wire transfer to
C:XDATA\DELRAY.34\$UPPRES.F I 1
the Holder to the bank account number on file with the Paying Agent
as of the Record Date. Such interest shall be payable from the
most recent interest payment date next preceding the date of
authentication to which interest has been paid, unless the date
hereof is an 1 or 1 to which interest has
been paid, in which case from the date hereof, or unless the date
hereof is prior to , 19 , in which case from ,
19 , or unless the date hereof is between a Record Date and the
next succeeding interest payment date, in which case from such
interest payment date; provided, however, that if and to the extent
there is a default in the payment of the 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.
C:%I)ATA%DELR,AY.34\SUPPRF_,S.F 1 2
[THE FOLLOWING IS APPLICABLE TO CAPITAL APPRECIATION BONDS ONLY]
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE BOND
SERIES
Interest Maturity Dated
Rate Date Date CUSIP
Registered Owner:
Principal Amount: $ per $5,000 Amount Due at Maturity
Amount Due at Maturity:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Palm Beach County, Florida, (the "City"), for value
received, hereby promises to pay from the Net Revenues and Pledged
Impact Charges [if so pledged by the City], hereinafter mentioned,
to the Registered Owner or registered assigns on the Maturity Date
specified above, upon presentation and surrender hereof at the
principal corporate trust office of , as paying agent
(said and any bank or trust company to become
successor paying agent being herein called the "Paying Agent"), the
Amount Due at Maturity (stated above), constituting the Principal
C:~ATA\DELRAY.~PRES.F 13
Amount per $5,000 Amount Due at Maturity (stated above) and
interest thereon at the Interest Rate (stated above) from the Dated
Date (stated above) compounded on and thereafter on
and , of each year, until payment of said
maturity amount or upon earlier redemption, as set forth on the
reverse side hereof, payment to be made at the Accreted Value as 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 1 or 1 next
preceding the date of computation or the date of computation if a
1 or 1, plus, if such date of computation
shall not be a 1 or 1, a portion of the
difference between the Accreted Value as of the immediately
preceding 1 or 1 (or the Dated Date if the
date of computation is prior to , 19 ) and the
Accreted Value as of the immediately succeeding 1 or
1, calculated based upon the assumption that Accreted
Value accrues during any semiannual period in equal daily amounts
on the basis of a year of twelve 30-day months. The Accreted Value
per $5,000 maturity amount of this Bond on each 1 or
1 is set forth in a table on the reverse hereof. The
table should not be construed as a representation as to the market
value of this Bond at any time in the future but may bear a
relationship to the amount of tax- exempt interest and taxable gain
with respect to this Bond if sold prior to maturity.
C:~ATA~Y.~PRES.F 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
WATER AND SEWER REVENUE BOND
SERIES
INTEREST MATURITY DATED
RATE DATE DATE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: $ PER $5,000 AMOUNT DUE AT MATURITY
AMOUNT DUE AT MATURITY:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Palm Beach County, Florida (the "City"), for value received,
hereby promises to pay from the Net Revenues and Pledged Impact
Charges [if so pledged by the City], hereinafter mentioned, to the
Registered Owner or registered assigns on the Maturity Date
specified above, upon presentation and surrender hereof at the
principal corporate trust office of , as paying agent
(said and any bank or trust company to become
successor paying agent being herein called the "Paying Agent"), the
Amount Due at Maturity (stated above), constituting the Principal
Amount (stated above) per $5,000 Amount Due at Maturity and
interest thereon at the Interest Rate (stated above) from the Dated
C: ~ATA~ELIL%Y .~pRES. F 15
Date (stated above), compounded on each 1 and
1 during the period from the Dated Date (stated above)
(the ,,Interest Commencement Date"). The City
to .,
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
principal corporate trust office of '
as Registrar (said and any successor
Registrar being herein called the ,,Registrar") as of the Record
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 l, ~), until
the City's obligation with respect to the payment of such Amount
Due at Maturity shall be discharged. Upon earlier redemption or
other payment prior to the Interest Commencement Date, as set forth
on the reverse hereof, payment shall be made at the Appreciated
Value as of the date of redemption or other payment of this Bond.
The "Appreciated Value" of this Bond shall mean (i) as of any date
of computation up to and including, the Interest Commencement Date,
an amount equal to the Principal Amount hereof plus the interest
accrued thereon to the 1 or 1 next preceding
the date of computation or the date of computation if a
or 1, plus, if such date of computation shall not be a
1 or 1, a portion of the difference between
C:\DATA\DELRAY.34XSUPPRF-~.F 16
the Appreciated Value as of the immediately preceding 1
or 1 (or the Dated Date if the date of computation is
prior to 1, 19__) and the Appreciated Value as of the
immediately succeeding 1 or 1, calculated
based upon an assumption that Appreciated Value accrues during any
semi-annual period in equal daily amounts on the basis of a year of
twelve 30-day months, and (ii) after the Interest Commencement
Date, the Appreciated Value at the Interest Commencement Date. The
Appreciated Value per $5,000 Amount Due at Maturity of this Bond on
each 1 and 1 is set forth in a table on the
reverse hereof. The table 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
maturity. Upon redemption or other payment subsequent to the
Interest Commencement Date and prior to the Maturity Date in
accordance with the provisions set forth on the reverse hereof,
payment of this Bond shall be made in an amount equal to the Amount
Due at Maturity plus any applicable premium plus accrued and unpaid
interest on such Amount Due at Maturity.
[THE FOLLOWING IS APPLICABLE TO ALL BONDS]
This Bond is one of an authorized issue of Bonds of the
City designated as its Water and Sewer Revenue Bonds, Series
(herein called the "Bonds"), in the aggregate principal amount of
$ of like date, tenor, and effect, except as to number,
date of maturity and interest rate, issued for the purpose of
C:XDATA\DE.L{L~Y .34\SUPpREs. F 17
financing certain additions, extensions and improvements to the
City's Combined Public Utility (as defined in the Resolution
hereinafter referred to) under the authority of and in full
compliance with the Constitution, the city Charter, as amended and
supplemented, and Statutes of the State of Florida, including
particularly Chapter 166, Florida Statutes, as amended and
supplemented and other applicable provisions of law, and a
resolutions duly adopted by the City Commission on June 28, 1988,
July 12, 1988, April 24, 1990, October 23, 1990, April 16, 1991 and
June 8, 1993, as further amended and supplemented (herein,
collectively, referred to as the "Resolution"), and is subject to
all the terms and conditions of the Resolution.
This Bond is payable from and secured by a lien upon and
pledge of the Net Revenues, as defined in the Resolution, derived
from the operation of the City's Combined Public Utility, as
defined in the Resolution, and the Pledged Impact Charges, as
defined in the Resolution [if so pledged by the City], all in the
manner provided in the Resolution. The full faith and credit of
the City is not pledged for the payment of this Bond and this Bond
does not constitute an indebtedness of the City within the meaning
of any Constitutional, statutory or other provision or limitation;
and it is expressly agreed by the Holder of this Bond that such
Holder shall never have the right to require or compel the exercise
of the ad valorem taxing power of the City for the payment of the
principal of and interest on this Bond or the making of any sinking
fund or reserve payments provided for in the Resolution.
C:%DATAXDELRAY.34%SUPpRE~.F 1 S
It is further agreed between the City and the Holder of
this Bond that this Bond and the obligation evidenced thereby shall
not constitute a lien upon the City's Combined Public Utility, or
any part thereof, or on any other property of or in the City, but
shall constitute a lien only on the Net Revenues derived from the
operation of the City's Combined Public Utility and the Pledged
Impact Charges [if so pledged by the City], all in the manner
provided in the Resolution.
The lien of the Holders of the Bonds of the issue of
which this Bond is one on the Net Revenues derived from the
operation of the City's Combined Public Utility and the Pledged
Impact Charges [if so pledged by the City] shall rank equally with
the lien on such Net Revenues of the Holders of the Prior Bonds (as
such term is defined in the Resolution), issued pursuant to the
Original Resolution, as defined in the Resolution, and any pari
passu additional obligations hereinafter issued by the City within
the terms, restrictions and limitations contained in the Original
Resolution. The Holders of the Bonds of the issue of which this
Bond is one and the holders of the Prior Bonds, and of the Holders
of any pari passu additional obligations hereinafter issued by the
City within the terms, restrictions, and limitations contained in
the Original Resolution, shall jointly have a lien on the Net
Revenues derived from the operation of the Combined Public Utility
and the Pledged Impact Charges [if so pledged by the City], which
lien shall be prior and superior to all other liens or encumbrances
on such Net Revenues and Pledged Impact Charges [if so pledged by
C: %DA TA %DP. LRA Y ..%4 %$ UPPP. F_,~. F 19
the City].
The City has covenanted in the Resolution that in each
Fiscal Year it will fix, establish and maintain such rates and
collect such fees, rentals or other charges for the services and
facilities of its Combined Public Utility and revise the same from
time to time whenever necessary, as will always provide in each
Fiscal Year, Net Revenues which shall be adequate to pay at least
one hundred ten percent (110%) of the Annual Debt Service Require-
ment (as defined in the Resolution) for the Prior Bonds, the Bonds
and any pari passu additional Bonds hereafter issued; and that such
Net Revenues shall be sufficient to make all of the payments
required by the terms of the Resolution and that such rates, fees,
rentals or other charges shall not be so reduced so as to be
insufficient for such purposes.
The original registered owner, and each successive
registered owner of this Bond shall be conclusively deemed to have
agreed and consented to the following terms and conditions:
(1) The Registrar shall maintain the books of the City
for the registration of Bonds and for the registration of transfers
of Bonds as provided in the Resolution. The Bonds shall be
transferable by the registered owner thereof in person or by his
attorney duly authorized in writing only upon the books of the City
maintained by the Registrar and only upon surrender hereof together
with a written instrument of transfer satisfactory to the Registrar
duly executed by the registered owner or his duly authorized
attorney. Upon the transfer of any such Bond, the City shall issue
C:%DATA%DELRAY .~,%SUPPRES. F ~- 0
in the name of the transferee a new Bond or Bonds.
(2) The City, the Paying Agent and the Registrar shall
deem and treat the person in whose name any Bond shall be 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 principal corporate trust office of
the Registrar with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered owner or his duly
authorized attorney and upon payment by such registered owner of
any Charges which the Registrar or the City may make as provided in
the Resolution, the Bonds may be exchanged for Bonds of the same
interest rate and maturity of any other authorized denominations.
(4) In all cases in which the privilege of exchanging
Bonds or transferring Bonds is exercised, the City shall execute
and the Registrar shall authenticate and deliver Bonds in 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
C:XDATAXDELRAY .34XSUPPRF.~. F 21
tax, fee or other governmental charge required to be paid with
respect to such exchange or transfer. Neither the City nor the
Registrar shall be required (a) to transfer or exchange Bonds
during the period from and including the Record Date for an
interest payment date to and including such interest payment date
on such Bonds or 15 days next preceding any selection of Bonds to
be redeemed or thereafter until after the mailing of any notice of
redemption; or (b) to transfer or exchange any Bonds called for
redemption. However, if less than all of a Bond is redeemed or
defeased, the City shall execute and the Registrar shall 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.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen, and to be
performed, precedent to and in the issuance of this Bond exist,
have happened and have been performed in regular and due form and
time as required by the Laws and Constitution of the State of
Florida applicable thereto, and that the issuance of this Bond, and
of the issue of Bonds of which this Bond is one, is in full
compliance with all constitutional or statutory limitations or
provisions.
C:~ATA~y.~pR.P_S.F 2 2
[THE FOLLOWING PARAGRAPH IS APPLICABLE TO
CAPITAL APPRECIATION BONDS ONLY]
The Capital Appreciation Bonds, of which this Bond is
one, pay principal and compound accrued interest only at maturity
or upon prior redemption. For the purposes of (i) receiving
payment of the redemption price if a Capital Appreciation Bond is
redeemed prior to maturity, or (ii) computing the amount of Bonds
held by the registered owner of a Capital Appreciation Bond in
giving to the City any notice, consent, request, or demand pursuant
to the Resolution for any purpose whatsoever, or (iii) computing
the amount of Bonds to be redeemed and the selection of Bonds to be
redeemed, the principal amount of a Capital Appreciation Bond shall
be deemed to be its Accreted Value.
[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.
C:%DATA\DELRAY .34~UPPRF_~. F 9_ 3
IN WITNESS WHEREOF, the City of Delray Beach, Florida,
has issued this Bond and has caused the same to be executed by the
manual or facsimile signature of its Mayor and the corporate seal
of the City to be affixed hereto or lithographed or imprinted or
reproduced hereon, and attested by the manual or facsimile
signature of the City Clerk of the City, all as of the Dated Date.
CITY OF DELRAY BEACH, FLORIDA
(SEAL)
By
Mayor
Attest:
City Clerk
(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
C:%DATA%DELRAY 34,%$UPPRES.F 2 4
(FORM OF VALIDATION CERTIFICATE)
[INSERT IF BONDS ARE VALIDATED]
This Bond is one of a series of Bonds which were
validated by judgment of the Circuit Court of Palm Beach County,
Florida, rendered on the day of , 199 .
Mayor
City Clerk
C:%DATA~DELRAY.~4~Uppp.~q.F 2 5
[FOR CAPITAL APPRECIATION BONDS ONLY]
ACCRETED VALUE PER $5,000 MATURITY AMOUNT
Accreted Accreted
Date Value Date Value
C:~DATA~DELRAY .34~UPPRE~. F 26
[FOR CAPITAL APPRECIATION AND INCOME BONDS ONLY]
APPRECIATED VALUE PER $5,000 MATURITY AMOUNT
Accreted Accreted
Date Value Date value
C:%DATAXDF..LRAY.34XSUPPRES.F 2 7
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]
C:~DATA~DELRAY.34%SUPPRES.F 2 8
ARTICLE III
TERMS ~ DETAILS OF SERIES 1993 B BONDS,
APPLICATION OF SERIES 1993 B BOND PROCEEDS ~
ADDITIONAL COVEN~,'TSo
SECTION 1. Term and Details of Series 1993 B Bonds. The
terms and details of the Series 1993 B Bonds, including but not
limited to the principal amount, interest rates, maturity dates and
redemption provisions, shall be determined by subsequent
proceedings of the City Commission.
SECTION Z. Application of series 1993 B Bond Proceeds.
Ail moneys received by the City from the sale of the Series 1993 B
Bonds authorized and issued pursuant to this Resolution and the
Original Resolution, shall be disbursed as follows:
A. The accrued interest derived from the sale of the
Bonds shall be deposited in the Interest Account, created and
established under the 1988 Resolution and continued and maintained
under the 1991 B Resolution, and used for the purpose of paying
interest on the Bonds as the same becomes due and payable.
B. From the proceeds of the Bonds there may be
deposited in the Debt Service Reserve Account, created and
established under the 1988 Resolution and continued and maintained
under the 1991 B Resolution, such amount as shall be determined by
subsequent proceedings of the City Commission, but which amount
shall not exceed the Debt Service Reserve Requirement for the
Bonds.
C. The balance of the proceeds of the Bonds which
together with any other moneys lawfully available therefor (such
C:\DATA~ELRAY.~PI~2LF 29
amounts to be determined by subsequent proceedings of the City
Commission) shall be deposited into a "Construction Fund" created
and established under the 1991 A Resolution and continued and
maintained under 1991 B Resolution. No withdrawals shall be made
from the Construction Fund (except from the Funded Interest Account
created and established in the Construction Fund for the payment of
interest on the Bonds prior to, during and for one (1) year after
the completion of the Project in such amounts as the City
Commission shall hereafter determine by subsequent proceedings,
legal, financial and engineering expenses and fees, and expenses
and fees in connection with the issuance of the Bonds) without the
receipt of a written requisition executed by the City Manager or
his or her designee, specifying the purpose for which such
withdrawal is to be made and certifying that such purpose is one of
the purposes provided for in this Resolution. Amounts on deposit
in the Funded Interest Account shall be transferred to the Interest
Account at such times and in such amounts as shall be determined by
the Finance Director of the City. If, for any reason, the moneys
in said Construction Fund, or any part thereof, are not necessary
for, or are not applied to the purposes provided in this Resolution
and the 1991 B Resolution, then such unapplied proceeds, upon
certification of the City Manager or his or her designee that such
surplus proceeds are not needed for the purposes of the
Construction Fund, shall be deposited in the following manner and
order of priority:
First, to the Debt Service Reserve Account in the Sinking
C:%DATA%DELRAY.34~UPPRES.F ~ 0
Fund, to the full extent necessary to make the amount then on
deposit therein equal to the Debt Service Reserve Requirement;
Second, to the Interest Account, Principal Account or
Bond Redemption Account in the amounts determined by subsequent
proceedings of the City Commission; and
Third, the balance, if any, to the Renewal, Replacement
and Improvement Fund.
The moneys deposited in the Construction Fund may,
pending their use for the purposes provided in this Resolution and
the 1991 B Resolution, be temporarily invested in Permitted
Investments maturing not later than the dates on which such moneys
will be needed for the purposes of the Construction Fund. All the
earnings from such investments shall remain in and become a part of
said Construction Fund and be used for the purposes of the
Construction Fund.
The proceeds of the sale of the Bonds shall be and
constitute trust funds for the purposes hereinabove provided and
there is hereby created a lien upon such moneys, until so applied,
in favor of the Holders of said Bonds.
SECTION 3. Coven&nfs of the City. The City hereby
covenants to comply with the terms and provisions of Part I,
Section 4.G of Article III, of the 1988 Resolution, as certified by
the City in writing and delivered to the Registrar and Bond
Insurer, if any, prior to the issuance of the Series 1993 B Bonds.
In addition, the City reaffirms and acknowledges that all of the
covenants set forth in the Original Resolution applicable thereto,
C:~DATA~DELRAY .34~UPPRF_~.F 3 ~
apply to the Series 1993 B Bonds authorized to be issued pursuant
to this Resolution.
The Combined Public Utility Revenue Fund, the Water and
Sewer Sinking Fund, the Water and Sewer System Renewal, Replacement
and Improvement Fund and the Pledged Impact Fund, all created and
established under the 1988 Resolution, and the separate accounts
therein shall be continued and maintained as provided in the 1988
Resolution and 1991 B Resolution as long as any of the Series 1993
B Bonds, issued pursuant to the terms and provisions of the
Original Resolution and this Resolution, are Outstanding; and the
payments required to be made from the Revenue Fund into the
Interest Account, Principal Account, Bond Redemption Account, and,
to the extent not funded from the Series 1993 B 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
Series 1993 B Bonds issued pursuant to this Resolution, in the
amounts, at the times and in the manner provided in the 1988
Resolution, the 1991 B Resolution and this Resolution.
The City will continue to pay into the Water and Sewer
System Renewal, Replacement and Improvement Fund and Pledged Impact
Charge Fund, if applicable, from the Revenue Fund as long as any of
the Series 1993 B Bonds issued pursuant to the terms and provisions
of this Resolution, the 1991 B Resolution and the 1988 Resolution,
or interest thereon, are Outstanding and unpaid, the amounts
required to be deposited therein pursuant to, and in the manner
C:%DATAXDELRAY .34%SUPPRES. F 3 2
provided in the 1988 Resolution and the 1991 B Resolution and the
moneys in the Pledge Impact Charge Fund, if any, and the Water and
Sewer System Renewal, Replacement and Improvement Fund shall be
used only for the purposes provided for in the 1988 Resolution and
the 1991 B Resolution for such funds.
C: VDATAXDELRAY .34X,qUPPRES.F 3 3
ARTICLE IV
MISCELLANEOUS
SECTION 1. Severability of Invalid Provisions. If any one
or more of the covenants, agreements or provisions of this
Resolution should be held contrary to any express provision of law
or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate from
the remaining covenants, agreements or provisions, and shall in no
way affect the validity of any of the other provisions of this
Resolution or of the Series 1993 B Bonds.
SECTION 2. Further Authorization. The Mayor, Vice
Mayor, City Manager, Finance Director, Treasurer, and City Clerk,
and other proper officers of the City are, and each of them is
hereby authorized and directed to execute and deliver any and all
documents and instruments and to do and cause to be done any and
all acts and things necessary or proper for carrying out the
transactions contemplated by this resolution.
C:~DATA~D~LRA¥.~4~SUppF~S.F 3 4
SECTION 3. Effective Date. This Resolution shall take
effect immediately upon its passage.
PASSED AND ADOPTED in regular session on this the 8th day
of June, 1993.
CITY OF DELRAY BEACH, FLORIDA
Attest:
City Cle~rk -- ~ ' /
C:%I)ATA%DELRAY.34~UPpRP~.F 3 5