Res 60-93 ~0. 60-93
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY
BEACH, FLORIDA, AUTHORI2ZNG THE NEGOTIATED SALE OF
CITY OF DELRAY BEACH, FLORIDA, WATER AND SEWER REFUNDING
REVENUE BONDS, SERIES L993 A, IN THE INITIAL AGGREGATE
PRINCIPAL AMOUNT OF $21,238,997o35, AND CITY OF DELRAY
BEACH, FLORIDA, WATER ~ SEWER REVENUE BONDS, SERIES
1993 B, IN THE INITIAL AGGREGATE PRINCIPAL AMOUNT OF
$6,86S,477.25; DETERMINING CERTAIN DETAILS OF SAID BONDS;
PROVIDING FOR THE APPLICATION OF THE BOND PROCEEDS;
APPROVING THE FORM OF, ]t.ql:)AUTHORISING THE EXECUTION J~ID
DELIVERY OF, A BOND PURCHASE AGREEHEHT TO EFFECT THE
NEGOTIATED SALE OF THE BONDS; APPROVING THE FORM OF 2B~iD
AUTHORIZING THE EXECUTION OF AN OFFICIAL STATEHEHT IN
CONNECTION WITH THE OFFERING AND 8ALE OF THE BONDS ]tHD
APPROVING, RATIFYING AND CONFIRMING THE DISTRIBUTION OF
A PRELZMZIq]Sd~Y OFFICIAL STATF. HElqT BY THE UNDERWRITERS;
AW]t~RDING THE BONDS; APPOIHTINGAN ESCROW AGENT; APPROV-
ING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF AN ESCROW DEPOSIT AGREEHENT; APPOINTING A
PAYING AGENT; APPOINTING A REGISTRAR; APPROVING THE FORM
OF~AUTHORIZING THE EXECUTION AHDDELIVERY OF A PAYING
AGENT AND REGISTRAR AGREEMENT RELATING TO THE BONDS;
PROVIDING FOR A BOND INSURANCE POLICY ~ A RESERVE
ACCOUNT CREDIT FACILITY SUBSTITUTE FOR THE BONDS PROVIDED
BY LHBAC INDEHNITY CORPORATION; AUTHORIZING THE RELEASE
]KHDAPPLICATZON OF CASHANDPER~ITTED INVESTMENTS OF SUCH
CASH FROM THE DEBT SERVICE RESERVRACCOUNT ]t.qD PROVIDING
FOR THE REPLACEMEHTTHEREOF WITH A RESERVE ACCOUNT CREDIT
FACILITY SUBSTITUTE PROVIDED BY AMBAC INDEMNITY CORPORA-
TION; APPROVING THE FORM OFANDAUTHORI$INGTHE EXECUTION
]~NDDELZVERY OF GUAI~.ANTY AGREEHEHTS WITH~SdiBAC INDEHNITY
CORPORATION RELATING TO THE RESERVE ACCOUNT CREDIT
FACILITY SUBSTITUTES; AMENDING AHDSUPPLEMENTING CERTAIN
PRIOR RESOLUTIONS IN CONNECTION WITH THE FOREGOING;
AUTHORIZING THE PROPER OFFICERS OF THE CITY TO DO ALL
OTHER THINGS DEENEDNECESSARY OR ADVISABLEASTOTHE SALE
AND DELIVERY OF THE BONDS; AL'DPROVIDING FOR ANEFFECTIVE
DATE.
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
C:~DATA~DELRAY.~4~DETAIL~.V4 i Res. No. 60-93
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
WHERFJkS, the City did, pursuant to the 1988 Resolution on
September 15, 1988, issue its 1988 Bonds in the aggregate principal
amount of $25,135,000; and
WHERE~, 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 (as such term is defined in
the 1988 Resolution); and
WHEREAS, 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
C:~DATA~DBL{tAY.~t~D~TA/LS.V4 2 Res. No. 60-93
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
WHERE{kB, the 1988 Resolution, the 1991 A Resolution, and
the 1991 B Resolution are herein, collectively, referred to as the
"Original Resolution"; and
WHEREAB, the Commission did, on June 8, 1993, adopt
Resolution No. 50-93 (the "Series A Resolution") authorizing the
issuance of not exceeding $30,000,000 in aggregate principal amount
of Water and Sewer Refunding Revenue Bonds, Series 1993 A, for the
purpose of paying and refunding certain 1988 Bonds and certain 1991
A Bonds (herein, the "Refunded Bonds"); and
WHEREAS, the City is desirous of issuing $21,238,997.35
in initial aggregate principal amount of such Water and Sewer
Refunding Revenue Bonds pursuant to the terms and provisions of the
Original Resolution and the Series A Resolution (herein called the
"Series 1993 A Bonds"); and
WHEREAS, the Commission did, on June 8, 1993, adopt
Resolution No. 51-93 (the "Series B Resolution") authorizing the
issuance of not exceeding $10,000,000 in initial aggregate
principal amount of Water and Sewer Revenue Bonds, Series 1993 B,
for the purpose of financing certain additions, extensions and
improvements to the City's Combined Pubic Utility; and
WHEREAS, the City is desirous of issuing $6,865,477.25 in
initial aggregate principal amount of such Water and Sewer Revenue
Bonds pursuant to the terms and provisions of the Original
C:~ATA~L~AY.~dLS.V4 3 Res. No. 60-93
Resolution and the Series B Resolution (herein called the "Series
1993 B Bonds"); and
WHEREAS, the Series 1993 A Bonds and Series 1993 B Bonds
are, collectively, referred to herein as the "1993 Bonds"; and
WHEREAS, the Series A Resolution and the Series B
Resolution are, collectively, referred to herein as the "1993
Series Resolutions; and
WHEREAS, the outstanding 1988 Bonds and 1991 A Bonds,
which are not being refunded with the proceeds of the Series 1993 A
Bonds, together with the outstanding 1991 B Bonds, are collectively
referred to as the "Prior Bonds"; and
WHEREAS, the 1993 Bonds will be issued on parity with the
Prior Bonds except as provided in the Original Resolution, the 1993
Series Resolutions, and this Resolution; and
WHERF~, the 1993 Series Resolutions provide that certain
details of the 1993 Bonds and certain other provisions of the 1993
Series Resolutions shall be determined by subsequent proceedings of
the City, which shall be deemed to be supplemental to the Original
Resolution and the 1993 Series Resolutions; and
WHERE~S, the City has determined the details of the 1993
Bonds; and
WHEREAS, Smith Barney, Harris Upham & Co. Incorporated,
on behalf of Smith Barney, Harris Upham & Co. Incorporated, Stifel,
Nicolaus & Co., Inc., and Hanifen, Imhoff, Inc. (collectively, the
"Underwriters"), has submitted to the City a proposal in the form
of a Bond Purchase Agreement (the "Purchase Contract"), attached
C:~ATA~ELRAY.~A{]....q. V4 4 Res. No. 60-93
hereto as Exhibit A, between the Underwriters and the City to
purchase the 1993 Bonds, a copy of which is hereby furnished to
each of the City Commissioners; and
WHERE{kS, pursuant to Section 218.385, Florida Statutes,
an authorized officer of Smith Barney, Harris Upham & Co. Incorpo-
rated on behalf of the Underwriters, has delivered to the City a
disclosure statement and truth-in-bonding statement, both of which
are attached to or incorporated in the Purchase Contract; and
WHEREAS, there have been prepared and submitted to the
City:
(a) a Preliminary Official Statement, dated June 8,
1993, attached hereto as Exhibit B;
(b) an Escrow Deposit Agreement (the "Escrow Deposit
Agreement"), attached hereto as Exhibit C; and
(c) a Paying Agent and Registrar Agreement (the
"Paying Agent and Registrar Agreement"), attached hereto
as Exhibit D; and
(d) a Guaranty Agreement by and between AMBAC and
the City relating to the 1991 AMBAC Surety Bond, as
herein defined (the 1991 "Guaranty Agreement"), and a
Guaranty Agreement by and between AMBAC and the City
relating to the 1993 AMBAC Surety Bond, as herein defined
(the "1993 Guaranty Agreement"), attached hereto as
Exhibit E-1 and E-2, respectively; and
Res. No. 60-93
WHEREAS, the City's financial advisor has recommended the
negotiated sale of the 1993 Bonds in a letter attached hereto as
Exhibit F; 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 1993 Bonds to the Underwriters;
and
WHEREAS, the City's financial advisor has recommended in
a letter, attached hereto as Exhibit F, that the principal and
interest on the 1993 Bonds be insured by a municipal bond insurance
policy (the "Bond Insurance Policy") issued by AMBAC Indemnity
Corporation ("AMBAC"); and
WHEREAS, the City's financial advisor has recommended in
a letter, attached hereto as Exhibit F, that in lieu of funding the
Debt Service Reserve Account Requirement with the proceeds from the
1993 Bonds, it would be in the best economic interest of the City
to purchase a Reserve Account Credit Facility Substitute from AMBAC
in the form of a surety bond (herein, the "1993 AMBAC Surety
Bond"); and
WHEREAS, pursuant to the terms and provisions of the
1991 A Resolution and 1991 B Resolution (collectively, the "1991
Resolutions"), the City is authorized to remove the cash and
permitted investments of such cash relating to the 1991 A Bonds and
1991 B Bonds (collectively, the "1991 Bonds") from the Debt Service
Reserve Account created and established under the 1988 Resolution
and continued under the 1991 Resolutions, and replace the same; and
C:~ATA\DELRAY.~\D~AILS.V4 6 Res. No. 60-93
WHEREAS, the Commission hereby determines, based on the
recommendations of the City's financial advisor, that it would be
in the best interest of the City to remove such cash and permitted
investments of such cash from the Debt Service Reserve Account and
provide in lieu thereof a Reserve Account Credit Facility
Substitute from AMBAC in the form of a surety bond (herein, the
"1991 AMBAC Surety Bond"; and
WHEREAS, the 1991 AMBAC Surety Bond and the 1993 AMBAC
Surety Bond are herein, collectively, referred to as the "AMBAC
Surety Bonds"; and
WHEREAS, the Commission hereby adopts the recommendations
of the City's financial advisor regarding the Bond Insurance Policy
and the AMBAC Surety Bonds; and
WHEREA~, as a condition of obtaining the Bond Insurance
Policy and the AMBAC Surety Bonds, it is necessary to supplement
the 1991 Resolutions and the 1993 Series Resolutions regarding
certain notices, payment provisions relating to the Bond Insurance
Policy and AMBAC Surety Bonds, and other matters relating thereto;
and
WHEREAS, it is necessary to amend the Original Resolution
and the 1993 Series Resolutions to provide for separate funding'of
the Debt Service Reserve Requirement for one or more series of
Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COI~I~ISSION OF
THE CITY OF DELI~Y BEACH, FLORIDA, A~ FOLLOWS:
C:~DATA~I)Et.R.~Y.34%i)ETAILS.V4 7 Res. NO. 60-93
SECTION 1. Definitions. That all capitalized terms used
in this Resolution not otherwise defined shall have the meanings
ascribed to such terms in the Original Resolution or the 1993
Series Resolutions, as the case may be, unless the context clearly
indicates otherwise.
SECTION 2. Purpose and Bond Designations. That the City
hereby determines at this time (i) to issue $21,238,997.35 in
initial aggregate principal amount of its Series 1993 A Bonds for
the purpose of (a) paying and defeasing the Refunded Bonds, (ii) to
issue $6,865,477.25 in initial aggregate principal amount of its
Series 1993 B Bonds 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, and (iii) to
pay the costs of issuance of the 1993 Bonds, including paying the
premiums for the Bond Insurance Policy and the 1993 AMBAC Surety
Bond, and (iv) to designate such 1993 Bonds, respectively, as its
"Water and Sewer Refunding Revenue Bonds, Series 1993 A," and its
"Water and Sewer Revenue Bonds, Series 1993 B."
SECTION 3. Description of the Bonds. That the 1993 A
Bonds shall be issued as Capital Appreciation Bonds and as bonds
that pay interest on each April I and October i (herein referred to
as the "Current Interest Bonds"). The 1993 B Bonds shall be issued
both as Capital Appreciation Bonds and Current Interest Bonds. The
Current Interest Bonds for both the 1993 A Bonds and 1993 B Bonds
shall be dated June 1, 1993, shall bear interest payable on October
1, 1993, and semiannually thereafter on April I and October 1 of
C:~ATA~L~AY.~AILS.V4 8 Res. No. 60-93
year, and shall mature on October 1 of each of the years, in
amounts, and at the rates as follows:
1993 A CURRENT INTEREST BONDS
Interest
Year Amount Rate
1998 $ 15,000 4.250%
1999 1,805,000 4.500
2000 1,885,000 4.625
2001 2,435,000 4.750
2002 2,675,000 5.000
2003 2,815,000 5.000
2004 2,950,000 5.100
2005 3,105,000 5.200
2006 3,260,000 5.300
2007 100,000 5.400
2008 105,000 5.400
1993 B CURRENT INTEREST BONDS
Interest
Year Amount ~te
2001 $ 100,000 4.750%
2002 110,000 5.000
2003 110,000 5.000
2004 120,000 5.100
2005 120,000 5.200
2006 135,000 5.300
2007 140,000 5.400
2008 145,000 5.400
The Capital Appreciation Bonds shall be dated the date
such 1993 Bonds are delivered to the Underwriters. The
Capital Appreciation Bonds shall bear interest, as described in the
definition of "Accreted Value" set forth in the Original Resolu-
at the approximate yields to maturity, shall be issued in the
denominations such that the maturing Accreted Value equals $5,000
integral multiples thereof, shall be issued in such original
C:~I)ATA~I)F.i.R.~Y.34%I)ETAII..q. V4 9 Res. No. 60-9 3
principal amounts, and mature on October 1 of each of the years and
in the total principal amounts, all as set forth below:
1993 A CAPITAL APPRECIATION BONDS
Original Accreted Approximate
Principal Value at Yield to
Year Amount Maturity Maturity
2009 $45,759.65 $115,000 5.75%
2010 43,237.70 115,000 5.75
1993 B CAPITAL APPRECIATION BONDS
Original Accreted Approximate
Principal Value at Yield to
Year ~mount Maturity Maturity
2009 $ 59,686.50 $ 150,000 5.75%
2010 56,397.00 150,000 5.75
2011 1,575,737.00 4,475,000 5.80
2012 1,488,206.00 4,475,000 5.80
2013 1,391,725.00 4,475,000 5.85
2014 1,313,725.75 4,475,000 5.85
The Capital Appreciation Bonds shall be payable only at
maturity. The Accreted Values of the Capital Appreciation Bonds
per $5,000 maturity amount on each April 1 and October 1 (commenc-
ing October 1, 1993) shall be as set forth on Schedule A attached
hereto and by this reference incorporated herein.
8RCTION 4. Redemption Provisions. The Current Interest
Bonds maturing on and prior to October 1, 2003, shall not be
redeemable prior to their stated dates of maturity. The Current
Interest Bonds maturing on October 1, 2004, and thereafter are
redeemable at the option of the City from any legally available
source, in part, in any order of maturity selected by the City, and
by lot within a maturity if less than an entire maturity is to be
C:~ATA~E,LRAY.~.~t.q.V4 10 Res. No. 60-93
redeemed, on October 1, 2003, or at any time thereafter, or as a
whole, on October 1, 2003, or at any time thereafter, at the
redemption prices (expressed as percentages of the principal amount
to be redeemed) set forth below, together with accrued interest to
the date fixed for redemption:
Redemption Period Redemption
(Both dates inclusive) Price
October 1, 2003 to September 30, 2004 102%
October 1, 2004 to September 30, 2005 101%
October 1, 2005 and thereafter 100%
The Capital Appreciation Bonds shall not be redeemable
prior to their stated dates of maturity.
Notice of redemption of the 1993 Bonds shall be mailed,
postage prepaid, by the Registrar not less than thirty (30) days
before the date fixed for redemption to the registered owners of
any 1993 Bonds or portions of 1993 Bonds which are to be redeemed,
at their addresses as they appear fifteen (15) days prior to the
date such notice is mailed on the registration books of the City
kept by the Registrar.
The Registrar also shall mail (by certified mail, return
receipt requested) a copy of such notice for receipt not less than
thirty-two (32) days before such redemption date to the following:
The Depository Trust Company, 711 Stewart Avenue, Garden City, New
York 11530; Midwest Securities Trust Company, Capital Structures -
Call Notification, 440 South LaSalle Street, Chicago, Illinois
60605; Philadelphia Depository Trust Company, Reorganization
Division, 1900 Market Street, Philadelphia, Pennsylvania 19103;
C:~ATA~ELRAY.~AILS.V4 11 Res. No. 60-93
Attention: Bond Department; provided, however, that such mailing
shall not be a condition precedent to such redemption and failure
to mail any such notice shall not affect the validity of any
proceedings for the redemption of the 1993 Bonds. The Registrar
shall also provide notice, at the same time notice of redemption is
given to the Bondholders, to Kenny Information Systems Notification
Service, 65 Broadway, 16th Floor, New York, New York 10006, and
Standard & Poor's Called Bond Record, 25 Broadway, New York, New
York 10004; provided, however, that such mailing shall not be a
condition precedent to such redemption and failure to mail any such
notice shall not affect the validity of any proceedings for the
redemption of the 1993 Bonds.
A second notice of redemption shall be given sixty (60)
days after the redemption date in the manner required above to the
registered owners of redeemed 1993 Bonds which have not been
presented for payment within thirty (30) days after the redemption
date.
Such notice of redemption shall set forth (i) the date
fixed for redemption, (ii) the redemption price to be paid,
(iii) that such 1993 Bonds will be redeemed at the principal
corporate trust office of the Paying Agent (as herein defined), and
the name, address and telephone number of a contact person, (iv) if
less than all of the 1993 Bonds shall be called for redemption, the
distinctive numbers, letters and CUSIP identification numbers, if
any, of such 1993 Bonds to be redeemed, (v) in the case of 1993
Bonds to be redeemed in part only, the portion of the principal
C:~I)ATA\DELRAY.34~DETAII,.~.V4 12 Res. No. 60-93
amount thereof to be redeemed, and (vi) any other information the
City or the Registrar deems relevant. In case any 1993 Bond is to
be redeemed in part only, the notice of redemption that relates to
such 1993 Bond shall state also that on or after the redemption
date, upon surrender of the 1993 Bond, a new 1993 Bond or 1993
Bonds of the same maturity, bearing interest at the same rate and
in aggregate principal amount equal to the unredeemed portion of
such 1993 Bond, will be issued. Failure of the registered owner of
any 1993 Bonds which are to be redeemed to receive any such notice
shall not affect the validity of the proceedings for the redemption
of 1993 Bonds for which proper notice has been given. Interest
shall cease to accrue on any of the 1993 Bonds duly called for
prior redemption if payment of the redemption price has been duly
made or provided for.
SECTION 5. Application of 1993 Bond Proceeds and
Disposition of Moneys. That all moneys received by the City from
the sale of the Series 1993 A Bonds shall be disbursed as provided
in Section 5 of Article III of the Series A Resolution. Moneys in
the Sinking Fund created and established under the 1988 Resolution
and continued under the 1991 A Resolution allocable to the Refunded
Bonds shall be transferred to the escrow agent for deposit pursuant
to the Escrow Deposit Agreement.
That all moneys received by the City from the sale of the
Series 1993 B Bonds shall be disbursed as provided in Section 2 of
Article III of the Series B Resolution.
C:~DATA\DELRAY.34~DETIOLS.V4 13 Res. No. 60- 93
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 F. The City
hereby finds that, due to the complicated nature of the financing
and volatile market conditions, it would be in the best interest of
the City that the 1993 Bonds be sold on a negotiated basis.
SECTION 7. Purchase Contract. That the Purchase Contract
for the 1993 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 1993 Bonds are hereby sold to the Underwrit-
ers at a purchase price of $27,666,727.45 (representing the initial
par amount of the 1993 Bonds less underwriters' discount of
$201,770.47 with respect to the Series 1993 A Bonds and $65,222.03
with respect to the Series 1993 B Bonds and less original issue
discount of $161,523.70 with respect to the Series 1993 A Bonds and
$9,230.95 with respect to the Series 1993 B Bonds) plus accrued
interest with respect to the Current Interest Bonds to the date of
delivery thereof, 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.
C:~I)ATAZDELRAY.34~DETA[LS.V4 14 Res. No. 60-93
SECTION S. 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 Prelimi-
nary 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 1993 Bonds, as set forth
in the Purchase Contract and as shall be approved by the Mayor of
the City and the City Manager (upon advice of Bond Counsel and the
City Attorney) with such approval to be conclusively evidenced by
their execution and delivery thereof, 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 1993 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 state-
ments 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
1993 Bonds attached hereto as Exhibit B. The Mayor of the City and
the City Manager are 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.
C:~DATA~I)F/JtAY.~4~DETA{LS.V4 15 Res. No. 60-93
SECTION 9. Escrow Trustee. That the City hereby
appoints First Union National Bank of Florida, as escrow trustee
(the "Escrow Trustee") under the Escrow Deposit Agreement (as
herein defined).
SECTION 10. Escrow Deposit Agreement. That the form,
terms and provisions of the Escrow Deposit Agreement, attached
hereto as Exhibit C, between the City and the Escrow Trustee, as
submitted to this meeting, be and the same are hereby approved and
accepted. The Mayor of the City or, in his absence, the Vice Mayor
each is hereby authorized and directed to execute and deliver the
Escrow Deposit Agreement in substantially the form submitted to
this meeting, with such changes, insertions and deletions thereto
as are necessary or desirable for carrying out the purposes thereof
as may be approved by the Mayor of the City or the Vice Mayor, upon
advice of the City Attorney and Bond Counsel, the execution of said
Escrow Deposit Agreement being conclusive evidence of such
approval. The City Clerk is hereby authorized and directed to
affix the seal of the City and attest to the same, if so required
by the terms thereof.
SECTION 11. P&ying Agent and Registrar. That First
Union National Bank of Florida, is hereby appointed as paying agent
(the "Paying Agent") and registrar (the "Registrar") for the 1993
Bonds.
SECTION 12. PayingAgent and Registrar Agreement. That
the form, terms and provisions of the Paying Agent and Registrar
Agreement, attached hereto as Exhibit D, between the City and First
C:~ATA~ELRAY.~AILS.V4
16 Res. No. 60-93
Union National Bank of Florida, as Paying Agent and Registrar, as
submitted to this meeting, be and the same are hereby approved and
accepted. The Mayor of the City or, in his absence, the Vice Mayor
each is hereby authorized and directed to execute and deliver the
Paying Agent and Registrar Agreement in substantially the form
submitted to this meeting, with such changes, insertions and
deletions thereto as are necessary or desirable for carrying out
the purposes thereof as may be approved by the Mayor of the City
or, in his absence, the Vice Mayor, upon advice of the City
Attorney and Bond Counsel, the execution of said Paying Agent and
Registrar Agreement being conclusive evidence of such approval.
The City Clerk is hereby authorized and directed to affix the seal
of the City and attest to the same, if so required by the terms
thereof.
SECTION 13. Disclosure Statement. That the City does
hereby find that the Underwriters have submitted the disclosure
statement and truth-in-bonding statement required by Section
218.385, Florida Statutes, copies of which are attached to or
incorporated in the Purchase Contract.
SECTION 14. Bond Insurance Policy and AMBAC Surety Bonds
and Liquidation of all Investments in the Debt Service Reserve
~ccount. That, based on the recommendations of the City's
Financial Advisor, set forth in a letter attached hereto as
Exhibit F with respect to the 1993 Bonds, the Commission finds that
obtaining the Bond Insurance Policy from AMBAC and the AMBAC Surety
Bonds are in the best interests of the City, and the Commission
c:~A?^~u~¥.~n~.v4 17 Res. No. 60-93
hereby directs that the premiums due on the Bond Insurance Policy
and the AMBAC Surety Bonds be paid in accordance with the terms
thereof. The Commission directs that all investments in the Debt
Service Reserve Account be liquidated and the proceeds therefrom be
used, first, to pay the premium on the 1991 AMBAC Surety Bond and
the balance be deposited into the trust fund created under the
Escrow Deposit Agreement.
SECTION 15. Guaranty ~greements. The form, terms and
provisions of the 1991 Guaranty Agreement and the 1993 Guaranty
Agreement (collectively, the "Guaranty Agreements"), both between
the City and AMBAC, substantially in the forms attached hereto as
Exhibit E-1 and E-2, respectively, as submitted to this meeting, be
and the same are hereby approved and accepted. Either the Mayor,
the Vice Mayor, or the Director of Finance is hereby authorized and
directed to execute and deliver the Guaranty Agreements on behalf
of the City in substantially the forms submitted to this meeting,
with such changes, insertions and deletions thereto as are
necessary or desirable for carrying out the purposes thereof as may
be approved by the Mayor, Vice Mayor, or Director of Finance, with
the advice of the City Attorney and Bond Counsel, the execution of
said Guaranty Agreements being conclusive evidence of such
approval. The City Clerk is hereby authorized and directed to
affix the seal of the City and attest to the same if so required by
the terms thereof.
SECTION 16. Payment Procedures of Bond Insurance Policy.
As long as the Bond Insurance Policy shall be in full force and
C:~DATA",DFIRAY.34~DETAR~.V4 18 Res. No. 60-93
effect, the City, the Registrar, and the Paying Agent agree to
comply with the following provisions:
(a) At least one (1) day prior to all Interest
Payment Dates, the city and the Paying Agent will
determine whether there will be sufficient funds, in the
funds and accounts created and established under the
Original Resolution and continued and maintained under
the 1993 Series Resolutions, and available to pay debt
service on the 1993 Bonds (herein, the "Funds and
Accounts"), to pay the principal of or interest on the
1993 Bonds on such Interest Payment Date. If the City or
the Paying Agent determines that there will be insuffi-
cient funds in such Funds or Accounts, the City or the
Paying Agent shall so notify AMBAC. Such notice shall
specify the amount of the anticipated deficiency, the
1993 Bonds to which such deficiency is applicable and
whether such 1993 Bonds will be deficient as to principal
or interest, or both. If the City or the Paying Agent
has not so notified AMBAC at least one (1) day prior to
an Interest Payment Date, AMBAC will make payments of
principal or interest due on the 1993 Bonds on or before
the first (lst) day next following the date on which
AMBAC shall have received notice of nonpayment from the
City or the Paying Agent.
(b) The Registrar shall, after notice to AMBAC has
been given, as provided in (a) above, make available to
C:~DATA~DBL{AY34~I)BTAI~S.V4 19 Res. No. 60-93
AMBAC and, at AMBAC's direction, to the United States
Trust Company of New York, as insurance trustee for
AMBAC, or any successor insurance trustee (the "Insurance
Trustee"), the registration books of the City maintained
by the Registrar, and all records relating to the Funds
and Accounts maintained under the Original Resolution and
continued and maintained under the 1993 Series Resolu-
tions.
(c) The Registrar shall provide AMBAC and the
Insurance Trustee with a list of registered owners of the
1993 Bonds entitled to receive principal or interest
payments from AMBAC under the terms of the Bond Insurance
Policy and shall make arrangements with the Insurance
Trustee (i) to mail checks or drafts to the registered
owners of the 1993 Bonds entitled to receive full or
partial interest payments from AMBAC, and (ii) to pay
principal upon the 1993 Bonds surrendered to the Insur-
ance Trustee by the registered owners of the 1993 Bonds
entitled to receive full or partial principal payments
from AMBAC.
(d) The Paying Agent shall, at the time notice to
AMBAC has been provided pursuant to (a) above, notify
registered owners of the 1993 Bonds entitled to receive
the payment of principal or interest thereon from AMBAC
(i) as to the fact of such entitlement, (ii) that AMBAC
will remit to them all or part of the interest payments
C:~ATA~ELRAY.~A~LS.¥4 20 Res. No. 60-93
next coming due upon proof of Bondholder entitlement to
interest payments and delivery to the Insurance Trustee,
in form satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner's right to
payment, (iii) that, should they be entitled to receive
full payment of principal from AMBAC, they must surrender
their 1993 Bonds (along with an appropriate instrument of
assignment in form satisfactory to the Insurance Trustee
to permit ownership of such 1993 Bonds to be registered
in the name of AMBAC) for payment to the Insurance
Trustee and not the City or the Paying Agent, and (iv)
that, should they be entitled to receive partial payment
of principal from AMBAC, they must surrender their 1993
Bonds for payment thereon, first, to the Paying Agent,
who shall note on such 1993 Bonds the portion of the
principal paid by the City or the Paying Agent, and then,
along with an appropriate instrument of assignment in
form satisfactory to the Insurance Trustee, to the
Insurance Trustee, which will then pay the unpaid portion
of principal.
(e) In the event that the City or the Paying Agent
has notice that any payment of principal of or interest
on a 1993 Bond, which has become Due for Payment (as such
term is defined in the Bond Insurance Policy) and which
is made to a Bondholder by or on behalf of the City, has
been deemed a preferential transfer and theretofore
C;~ATA~E{.-HAY.~;d]..S.V4 21 Res. No. 60-93
recovered from its registered owner pursuant to the
United States Bankruptcy Code by a trustee in bankruptcy
in accordance with the final, nonappealable order of a
court having competent jurisdiction, the Paying Agent
shall, at the time AMBAC is notified pursuant to (a)
above, notify all registered owners that, in the event
that any registered owner's payment is so recovered, such
registered owner will be entitled to payment from AMBAC
to the extent of such recovery if sufficient funds are
not otherwise available, and the Paying Agent shall
furnish to AMBAC its records evidencing the payments of
principal of and interest on the 1993 Bonds which have
been made by the Paying Agent and subsequently recovered
from registered owners and the dates on which such
payments were made.
(f) In addition to those rights granted AMBAC under
this Resolution, the Original Resolution, and the 1993
Series Resolutions, AMBAC shall, to the extent it makes
payment of principal of or interest on the 1993 Bonds,
become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Bond
Insurance Policy, and to evidence such subrogation: (i)
in the case of subrogation as to claims for past due
interest, the Registrar shall note AMBAC's rights as
subrogee on the registration books of the City maintained
by the Registrar upon receipt from AMBAC of proof of the
C:%DATAXDELRAY.34%DETAILS.V4 22 Res. No. 60-93
payment of interest thereon to the registered owners of
the 1993 Bonds; and (ii) in the case of subrogation as to
claims for past due principal, the Registrar shall note
AMBAC's rights as subrogee on the registration books of
the City maintained by the Registrar upon surrender of
the 1993 Bonds by the registered owners thereof, together
with proof of the payment of principal thereon.
SECTION 17. Other Provisions regarding the Bond
Insurance Policy and AMBAC Surety Bond.
~onsent$
Any provision in this Resolution, the Original Resolution
or the 1993 Series Resolutions expressly recognizing or granting
rights in or to AMBAC shall not be amended by the City in any
manner which adversely affects the rights of AMBAC without the
prior written consent of AMBAC. The City shall not remove any
paying agent, registrar or escrow trustee relating to either the
1991 Bonds or 1993 Bonds without the prior written consent of
AMBAC, which consent shall not be unreasonably withheld.
Notices
A. While the Bond Insurance Policy and the AMBAC Surety
Bonds are in effect, the City shall furnish to AMBAC:
(i) as soon as practicable after the filing
thereof, a copy of any financial statement of the City
and a copy of any audit and annual report of the City;
(ii) a copy of any notice to be given to the
registered owners of the 1991 Bonds or 1993 Bonds,
C:%DATA\D~-/'R~Y'34%DL~I'~dLS'V4 23 Res. No. 60-93
including, without limitation, notice of any redemption
of or defeasance of the 1991 Bonds or the 1993 Bonds and
any certificate rendered pursuant to the Original
Resolution, the 1991 Resolutions, the Series 1993
Resolutions or this Resolution, relating to the security
for the 1991 Bonds or 1993 Bonds; and
(iii) such additional information AMBAC may
reasonably request.
B. The City shall notify AMBAC of any failure of the
City to provide relevant notices, certificates, etc.
C. The City will permit AMBAC to discuss the affairs,
finances and accounts of the City or any information AMBAC may
reasonably request regarding the security for the 1991 Bonds or
1993 Bonds with appropriate officers of the City. The City will
permit AMBAC to have access to and make copies of all books and
records relating to the 1991 Bonds or 1993 Bonds at any reasonable
time.
SECTION 18. ~endment to Reflect Reserve Account Credit
Facility Substitutes. That, subject to the requirements of the
last paragraph of this Section, the 1988 Resolution, as amended and
supplemented, with respect to the 1988 Bonds, the 1991 Resolutions,
as amended and supplemented, with respect to the 1991 Bonds, and
the Series 1993 Resolutions, with respect to the 1993 Bonds, are
amended to include the following provision:
C:%DATA%DBLRA¥34%DRTAILS.V4 24 Res. No. 60-93
Notwithstanding any provision in this Resolution to
the contrary, if the amounts on deposit in the Debt
Service Reserve Account in the form of cash or Permitted
Investments of such cash and/or one or more Reserve
Account Credit Facility Substitutes, equal the Debt
Service Reserve Requirement for the Bonds and all other
pari passu additional Bonds, the City may allocate such
cash or Permitted Investments of such cash and the
Reserve Account Credit Facility Substitutes on deposit
therein, or any combination thereof, to any one or more
series of Bonds, provided that such allocation does not
result in the coverage for such one or more series of
Bonds to be less than the Debt Service Reserve Require-
ment for such one or more series of Bonds. The City is
authorized to do all things deemed necessary, including
the creation of subaccounts within the Debt Service
Reserve Account, to further evidence such allocation by
the City.
The above-referenced amendment to the 1988 Resolution
shall not become effective without the prior written consent of
Municipal Bond Investors Assurance Corporation, the Bond Insurer
for the 1988 Bonds, on behalf of the registered owners of the 1988
Bonds. The above-referenced amendment to the 1991 Resolutions and
the Series 1993 Resolutions shall not become effective without the
prior written consent of AMBAC, the Bond Insurer for the 1991 Bonds
and 1993 Bonds, on behalf of the registered owner of the 1991 Bonds
and 1993 Bonds.
BECTION 19. Further Authorisations. That the Mayor, the
Vice Mayor, the City Manager, the Finance Director, the City
Attorney, and any other proper 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 any
conditions to obtain the Bond Insurance Policy and/or the AMBAC
Surety Bonds, and to do and cause to be done any and all acts and
C:~DATA~DELitAY.34%D~TA]I2.¥4 25 Res. No. 60-93
things necessary or proper for carrying out the transactions
contemplated by this Resolution.
SECTION Z0. Effective Date. That this Resolution shall
take effect immediately upon its passage.
PASSED AND ADOPTED in special session on this the 17th
day of June, 1993.
CITY OF DELI~Y BEACH, FLORIDA
By: ~
Attest:
City'Clerk ff
c:m^?^~maA¥.~rAms.v4 26 Res. No. 60-93
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