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Res 91-93 Resolution No. 91-93 A RESOLUTION OF THE CITY COMMISSION OF DELRAY BFdICH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $10,000,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1993 B, OF THE CITY OF DELRAY BEACH, FLORIDA~ PROVIDING THE FORM ~ND TERN~ OF THB BONDS~ PROVIDING FOR THB PAYMENT OF THE BONDS FROM A TAX ON~LL T~d~BLE PROPERTY IN THE CITY OF DELRAY BEACH~ PROVIDING FOR THE RIGHTS, REMEDIES AND SECURITY OF THE HOLDERS OF THE BONDS~ PROVIDING FOR CERTAIN OTHER NATTERS DEEMED NECESS/~RY ~ND PROPER IN CONNECTION WITH THE ISSUANCE OF THE BONDS~ ~ND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission of Delray Beach, Florida (the "Commission"), did, on October 16, 1989, adopt Resolution No. 77-89 entitled "A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, REPEALING RESOLUTION NO. 70-89 AND RESOLUTION NO. 76-89; PROVIDING HEREIN IN LIEU OF SUCH RESOLUTIONS FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS FOR THE PURPOSE OF FINANCING THE (A) ACQUISITION, CONSTRUCTION, RECONSTRUCTION AND EQUIPPING OF CERTAIN FIRE FACILITIES IN THE PRINCIPAL AMOUNT OF NOT EXCEEDING $5,180,000, (B) ACQUISITION, CONSTRUCTION, AND RECON- STRUCTION OF CERTAIN STREET, SIDEWALK, ALLEY, RIGHTS OF WAY, DRAIN- AGE AND BEAUTIFICATION PROJECTS IN THE PRINCIPAL AMOUNT OF NOT EXCEEDING $11,207,000, (C) ACQUISITION, CONSTRUCTION, AND EQUIPPING OF IMPROVEMENTS TO CERTAIN RECREATIONALAND CULTURAL FACILITIES IN THE PRINCIPAL AMOUNT OF NOT EXCEEDING $4,605,000, AND (D) THE ACQUISITION AND CONSTRUCTION OF VARIOUS NEIGHBORHOOD IMPROVEMENT PROJECTS IN THE PRINCIPAL AMOUNT OF NOT EXCEEDING $500,000; CALLING FOR A BOND REFERENDUM OF THE QUALIFIED ELECTORS OF THE CITY OF DELRAY BEACH TO BE HELD ON NOVEMBER 21, 1989, AS TO WHETHERGENERAL C:~ATA~P~L~d%YXI~A~.3~BO~i~.V$ Res. No. 91-93 RESOLUTION NO. 91-93 CITY OF DELRAY BEACH, FLORIDA $10,000,000 General Obligation Refunding Bonds, Series 1993 B (Decade of Excellence Program) General Obligation Refunding Bond Resolution Adopted September 28, 1993 TABLE OF CONTENTS Paae SECTION 1. DEFINITIONS ................... 3 SECTION 2. FINDINGS .................... 8 SECTION 3. AUTHORITY OF THIS RESOLUTION .......... 8 SECTION 4. RESOLUTION CONSTITUTES CONTRACT ......... 8 SECTION 5. AUTHORIZATION AND DESCRIPTION OF BONDS ..... 9 SECTION 6. REDEMPTION PROVISIONS ............... 11 SECTION 7. EXECUTION OF BONDS ............... 11 SECTION 8. NEGOTIABILITY, REGISTRATION AND CANCELLATION . . 12 SECTION 9. BONDS MUTILATED, DESTROYED, STOLEN OR LOST . . . 15 SECTION 10 FORM OF BONDS .................. 16 SECTION 11. APPLICATION OF BOND PROCEEDS .......... 26 SECTION 12. SECURITY FOR THE BONDS ............. 27 SECTION 13. COVENANTS OF THE CITY .............. 27 SECTION 14. REDEMPTION OF REFUNDED BONDS AUTHORIZED ..... 34 SECTION 15. IRREVOCABLE INSTRUCTIONS TO ESCROW AGENT .... 34 SECTION 16. CITY ELECTION TO REFUND REFUNDED BONDS ..... 36 SECTION 17. COMPLIANCE WITH ACT ............... 36 SECTION 18. FINANCIAL PLAN FOR REFUNDING REFUNDED BONDS . . . 36 SECTION 19. MODIFICATION OR AMENDMENT ............. 37 SECTION 20. SEVERABILITY OF INVALID PROVISIONS ....... 38 SECTION 21. SALE OF BONDS ................... 38 SECTION 22. REMEDIES ..................... 38 SECTION 23. EFFECTIVE DATE .................. 39 Res. No. 91-93 OBLIGATION BONDS FOR SUCH PROJECTS SHOULD BE ISSUED; AND PROVIDING AN EFFECTIVE DATE," and the qualified electors of the City of Delray Beach, Florida (the "City"), did, at an election held on November 21, 1989, authorize by majority vote the issuance of $21,492,000 general obligation bonds to finance the cost of the acquisition and construction of the projects described above (the "Decade of Excellence General Obligations Bonds"). WHEREAS, the Commission did, on June 12, 1990, issue a portion of its Decade of Excellence General Obligation Bonds in the principal amount of $11,200,000 and designated such bonds "City of Delray Beach, Florida, General Obligation Bonds, Series 1990 (Decade of Excellence Program) (herein, the "1990 Bonds"); and WHEREAS, the Commission hereby determines it to be in the best financial and economic interest of the City to issue City of Delray Beach, Florida, General Obligation Refunding Bonds, Series 1993 B (Decade of Excellence Program) (the "Bonds") in an aggregate principal amount of not exceeding $10,000,000 for the purpose of paying and defeasing a portion of the City's outstanding 1990 Bonds (the principal amount of the 1990 Bonds to be refunded is herein called the "Refunded Bonds"). WHERE{~, pursuant to the provisions of Section 132.36 of the Florida Statutes, the City has determined that the maximum principal amount of the Bonds authorized by this Resolution does not exceed the limitation imposed by Section 132.35 of the Florida Statutes; and C:~DATA~DB/~AYXMATT.3~BOND~2.V{ 2 Res. NO. 91-93 WHEREAS, pursuant to Section 132.36 of the Florida Statutes, the Commission has determined that the Bonds will bear a lower net average interest cost rate than that borne collectively by the Refunded Bonds; and NON, T~EREFORE, BE IT REBOLF~D BY TNZ CITY COMMISSION OF TNE CITY OF DELRAY BEACH, FLORIDA= SECTION 1. DEFINITIONS. That, in addition to the terms defined above, as used in this Resolution, the following terms shall have the following meanings unless the text otherwise expressly requires: A. "Act,, shall mean the Florida Constitution, Chapter 132 and Chapter 166, Florida Statutes, as amended and supplemented, the City Charter of Delray Beach, as amended and supplemented, and other applicable Provisions of law. B. "Bond Insurance Policy,, shall mean an insurance Policy issued for the benefit of the HOlders of any BOnds, pursuant to which the Bond Insurer shall be obligated to pay when due the principal of and interest on Such Bonds to the extent of any deficiency in the amounts in the funds and accounts held under this Resolution, in the manner and in accordance with the terms provided in such Bond Insurance Policy. C. "Bond Insurer,, shall mean the issuer of a Bond Insurance Policy and its SUCcessors. D. "Bondholder,, or "MOlder of Bonds,, or "Owner,, or any similar term, shall mean any person who shall be the registered C: ~ATA ~AYI~A~.~%~O{~D~S. V$ 3 Res. No. 91-93 owner of any Bond or Bonds Outstanding under the terms of this Resolution. E. "Bonds" shall mean the not exceeding $10,000,000 General Obligation Refunding Bonds, Series 1993 B (Decade of Excellence Program), authorized to be issued pursuant to this Resolution. F. "Code" shall mean the Internal Revenue Code of 1986, as amended, and all subsequent tax legislation duly enacted by the Congress of the United States. G. "Defeasance Obligations" shall mean to the extent permitted by law: (a) U. S. Obligations; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (ii) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described in clause (a) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such C:~)ATA%DFIRAY%MATT.3~R)NDRES.V$ 4 Res. No. 91-93 bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and interest on the bonds and obligations of the character described in clause (a) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (b) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate; (c) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed by the United States of America or any other agency or instrumentality of the United States of America or of any corporation wholly-ownedbythe United States of America; and C:~DATA~DBLRAY~MATT.3~BOND~.V$ 5 ReS · NO. 91-9 3 (d) Evidences of ownership of proportionate interests in future interest and principal payments on obligations described in (a) held by a bank or trust company as custodian. H. "Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement, entered into by and between the City and a bank or trust company or national banking association, as trustee and escrow agent, to be hereafter designated by subsequent proceedings of the Commission, in connection with the refunding of the Refunded Bonds. I. "Outstanding" shall mean, when used with reference to the Bonds, as of any particular date, all Bonds theretofore, or thereupon being, authenticated and delivered by the Registrar under this Resolution, except (i) Bonds theretofore or thereupon cancelled by the Registrar or surrendered to the Registrar for cancellation; (ii) Bonds with respect to which all liability of the City shall have been discharged in accordance with Section 13.D of this Resolution; (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Registrar pursuant to any provision of this Resolution; (iv) Bonds cancelled after purchase in the open market or because of payment at, or redemption prior to maturity; and (v) Bonds held by the City. J. "Paying Agent" shall mean the bank or trust company and any successor bank or trust company appointed by the Commission to act as Paying Agent hereunder. C:~ATA~P/~AYXMA~.3~%BONDP~S.VS 6 Res. No. 91- 9 3 K. "Permitted Investments" shall mean (i) U. S. Obligations, and (ii) all other investments permitted under the laws of Florida and acceptable to the Bond Insurer, if any. L. "Registrar" shall mean the bank or trust company and any successor bank or trust company appointed by the Commission to act as Registrar hereunder. M. "Tax Certificate" shall mean the Tax Certificate as to Arbitrage and the Provisions of Sections 141 through 150 of the Internal Revenue Code of 1986, executed by the City on the date of initial issuance and delivery of the Bonds, as such Tax Certificate may be amended from time to time, and which serves as a source of guidance for achieving compliance with the Code. N. "U. S. Obligations" shall mean the direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, and, if determined by subsequent proceedings of the Commission, certificates which evidence ownership of the right to the payment of the principal of, or interest on, such obligations. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. The word "person" shall include corporations; associations, natural persons and public bodies unless the context shall otherwise indicate. Reference to a person other than a natural person shall include its successors. Res. No. 91-93 SECTION 2. FINDINGS. A. That it is necessary, advantageous, desirable and in the best interests of the City and its residents that the Bonds be issued to accomplish the refunding of the Refunded Bonds. B. That for the payment and defeasance of the Refunded Bonds, the City shall deposit a portion of the proceeds derived from the sale of the Bonds in an escrow deposit trust fund, which together with other available funds, if any, and the income and earnings derived from the investment thereof shall be sufficient to pay and defease the Refunded Bonds, as the same become due and payable or are redeemed prior to maturity in accordance with the proceedings which authorized their issuance, all as provided in this Resolution and the Escrow Deposit Agreement. C. That the Bonds may be issued either all at one time or in part from time to time as the Commission may in its discretion hereafter determine by subsequent resolution. SECTION 3. AUTHORITY OF THIS RESOLUTION. This Resolution is adopted pursuant to the Act. SECTION 4. RESOLUTION CONSTITUTES CONTRACT. In consideration of the acceptance of the Bonds, authorized to be issued hereunder by those who shall hold the same from time to time, the 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 to be performed by the City shall be for the equal benefit, protection and security of the Holders of any and all of such Bonds, all of which shall be of equal rank and Res. No. 91-93 without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. SECTION 5. AUTHORIZATION ~ DESCRIPTION OF BONDS. subject and pursuant to the provisions of this Resolution, Bonds of the City to be known as "General Obligation Refunding Bonds, Series 1993 B (Decade of Excellence Program)," are hereby authorized to be issued in the aggregate principal amount of not exceeding Ten Million Dollars ($10,000,000) for the purpose of the payment and defeasance of the Refunded Bonds pursuant to the provisions of this Resolution and the Escrow Deposit Agreement and to pay the cost. of issuance of the Bonds. The Bonds shall be issued in registered form, shall be in the denomination of $5,000 each, or any integral multiple thereof, and shall be numbered separately and consecutively upward. The Bonds shall be designated "General Obligation Refunding Bonds, Series 1993 B (Decade of Excellence Program)," with such other designation deemed appropriate and determined by subsequent proceeding of the Commission, shall bear interest at not exceeding the maximum rate or rates permitted by law, payable by check or draft made payable to the Holder of Bonds and mailed to the address of such Holder of Bonds as such name and address shall appear on the registration books of the City maintained by the Registrar at the close of business on the fifteenth day of the calendar month preceding each interest payment date or on the date the principal sum of any Bond is paid (herein, the "Record Date"); provided, however, that payment of interest on C:~^TAU).~aA~nMATr3~)ND~aS.Vm 9 Res. No. 91-9 3 the Bonds may, at the option of any Holder of Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer to the bank account number of such Holder on file with the Paying Agent as of the Record Date. The Bonds may be issued as either serial Bonds or term Bonds or any combination thereof. The Bonds authenticated prior to the first interest payment date shall be dated and bear interest from the date determined by subsequent proceedings of the Commission. Bonds authenticated on or subsequent to the first interest payment date shall be dated as of the date of their registration and shall bear interest as of the interest payment date immediately preceding the date -of registration, unless such date of registration shall be an interest payment date, in which case, such Bonds shall bear interest from such date of registration, or if registered during the period from a Record Date preceding an interest payment date to such interest payment date, then from such interest payment date if interest is then paid, as the case may be; provided, however, that if and to the extent there is a default in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose name Bonds are registered on the registration books of the City maintained by the Registrar at the close of business on the fifteenth day prior to a subsequent interest payment date established by notice mailed by the Registrar to the registered owner not less than the tenth day preceding such subsequent interest payment date, such interest shall be payable semiannually of each year, and shall mature in such years and C:~'{)ATA%D~¥~'iA1'I"3'%'~{R)I'~{])R~'q'V$ 10 Res. No. 91-93 amounts, all as shall be determined by subsequent proceedings of the Commission. In the event any payment of interest or of interest and principal on the Bonds shall not be paid when due, the amount so in default shall continue to bear interest to the extent permitted by law from the date such payment became due until payment thereof at the rate set forth on the face of each Bond. Such Bonds shall mature in such amounts and at such times not exceeding forty (40) years from the date of issuance of the Refunded Bonds, and shall be payable and registrable at such place or places within or out of the State of Florida as shall hereafter be determined by subsequent proceedings of the Commission. SECTION 6. REDEMPTION PROVISIONS. The Bonds may be subject to redemption prior to maturity at such times, at such redemption prices and upon such terms as shall be determined by subsequent proceedings of the Commission. SECTION ?. EXECUTION OF BONDS. That the Bonds shall be executed in the name of the City by the Mayor, and the official seal of the City shall be affixed thereto or lithographed, impressed, imprinted or otherwise reproduced thereon and attested by the City Clerk, or in such manner as may be permitted by law. The signatures of the Mayor or the City Clerk on the Bonds may be manual or facsimile signature. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the C:~ATA~LRAY/MA~.35~BONDR~S.V$ 11 Res. No. 91-93 person who signed or sealed such Bonds had not ceased to hold such office. Any of the Bonds may be signed and sealed on behalf of the City by such person as at the actual time of execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The Bonds shall bear thereon a certificate of registration and authentication, in the form set forth in Section 10 hereof, executed manually by the Registrar. Only such Bonds as shall bear thereon such certificate of registration and authentication shall be entitled to any right or. benefit under this Resolution and no Bond shall be valid or obligatory for any purpose until such certificate of registration and authentication shall have been duly executed by the Registrar. Such certificate of the Registrar upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so authenticated has been duly registered and authenticated and delivered under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. gECTION 8. NEGOTIABILITY, REGISTRATION ANDCANCELLATION. At the option of the registered holder of any Bond and upon surrender thereof at the designated corporate trust office of the Registrar, with a written instrument of transfer satisfactory to the Registrar duly executed by the registered holder of a Bond or his duly authorized attorney and upon payment by such holder of any charges which the Registrar or the City may make as provided in C:~{)ATA~D~/~AYXMATT.35~IIONDRE{.V5 12 Res. No. 91-93 this Section, the Bonds may be exchanged for Bonds of the same series and maturity of any other authorized denominations. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds. The Bonds shall be transferable by the registered holder thereof in person or by his attorney duly authorized in writing only upon the books of the City kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered holder 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.. The City, the Registrar and the Paying Agent shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute holder 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, premium, if any, and interest on such Bond as the same become due and for all other purposes. All such payments so made to any such holder 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 Registrar nor the Paying Agent shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any C:%DATAVD~Y%MA'F{"{~M~'~I)~'BS'V$ 13 Res. No. 91-93 such exchanges or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the manner provided in this Section. There shall be no charge for any such exchange or transfer of Bonds, but the City or the Registrar may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the City nor the Registrar shall be required (a) to transfer or exchange Bonds for a period commencing on the Record Date and ending on the next ensuing interest payment date for 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 authenticate and deliver, upon the surrender of such Bond, without charge to the Bondholder, for the unpaid balance of the principal amount of such Bond so surrendered, a registered Bond in the appropriate denomination. Ail Bonds paid or redeemed, either at or before maturity shall be delivered to the Registrar when such payment or redemption is made, and such Bonds, together with all Bonds that may be purchased by the City, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be destroyed by the Registrar, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one executed certificate shall be filed with the C:U~TA~e~A~.3~O~m.v5 14 Res. No. 91-93 City and the other executed certificate shall be retained by the Registrar. SECTION 9. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, destroyed, stolen or lost, the City may execute and the Registrar shall authenticate and deliver a new Bond of like date, maturity, denomination and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the City and, in the case of any lost, stolen or destroyed Bond, there shall first be furnished to the City and the Registrar evidence of such loss, theft, or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such Bond shall be about to mature or have matured or have been called for redemption, instead of issuing a duplicate Bond, the City may pay the same without surrender thereof. The City and the Registrar may charge the holder of such Bond their reasonable fees and expenses in connection with this transaction. Any Bond surrendered for replacement shall be cancelled in the same manner as provided in Section 8 of this Resolution. Any such duplicate Bonds issued pursuant to this Section shall constitute additional contractual obligations on the part of the City, whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien C:~ATA~F/~AY1MA~.351BONDRES.V$ 15 Res. No. 91-93 on and source and security for payment with all other Bonds issued hereunder. SECTION 10. FORM OF BONDS. The text of the Bonds shall be of substantially the following tenor, with such omissions, insertions and variations as may be necessary and desirable: C:~ATA~EI~AY1MA~'~OND~I~.V$ 16 Res. No. 91-93 (Face of Bond) No. $ ,000 UNITED STATES OF AMERICA STATE OF FLORIDA PALM BEACH COUNTY CITY OF DELRAY BEACH GENERAL OBLIGATION REFUNDING BOND SERIES 1993 B (Decade of Excellence Program) Interest Maturity Dated Rate Date Date CUSIP Registered Owner: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that City of Delray Beach, Florida, a municipal corporation created and existing under and by virtue of the laws of the State of Florida (the "City"), hereby acknowledges itself to be indebted, and for value received, hereby promises to pay the Registered Owner or registered assigns on the Maturity Date specified above, from the sources hereinafter mentioned, 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 above together with C:~ATA~P_/.RAY1MA~.351BONDRP..S.V5 17 Res. No. 91-93 interest thereon at the Interest Rate payable on the first day of and of each year commencing . Interest on this Bond (except for Holders of at least $1,000,000 in aggregate principal amount of bonds, who may receive payment of interest by wire transfer in the manner provided in the herein referred to Resolution) 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 initially maintained by , as registrar (said and any bank or trust company becoming successor registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to paid (the "Record Date"); Drovided, 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 estab- lished by notice mailed by the Registrar to the registered owner not less than the tenth day preceding such subsequent interest payment date. Such interest shall be payable from the most recent interest payment date next preceding the date of registration to which interest has been paid, unless the date of registration is an i or i to which interest has been paid, in C~.~DATA~DBLiAYXMATT3{kBOND{tBS.VS 18 Res. No. 91-93 which case from the date of registration, or unless the date of registration is prior to , 19__, in which case from , 19 , or unless the date of registration is between a Record Date and the next succeeding interest payment date, in which case from such 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. This bond is one of an issue of bonds in the aggregate principal amount of not exceeding $ , of like date, tenor and amount, except as to the number, date of maturity and interest rate, issued by Delray Beach, Florida, for the purpose of paying and defeasing a portion of the City's General Obligation Bonds, Series 1990 (Decade of Excellence Program), under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including Chapter 132 and Chapter 166, Florida Statutes, as amended and supplemented, the City Charter of Delray Beach, as amended and supplemented, and other applicable provisions of law and pursuant to a resolution (the "Resolution") duly adopted by the City Commission of Delray Beach, Florida, authorizing the issuance of the bonds. 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 other purposes have the same effect as if set forth on the front side hereof. c:u~?au~.~,n~r.~ao~D~s.vs 19 Res. No. 91-93 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 bonds of the issue of which this bond is one does not violate any constitutional or statutory debt limitation or provision; that due provision has been made for the levy and collection of a direct annual tax in addition to all other taxes, upon all the taxable property within the City sufficient to pay the principal of and interest on said bonds as the same shall mature and become due, and that the full faith and credit of Delray Beach, Florida, are hereby irrevocably pledged for the punctual payment of the principal of and interest on this bond, as the same shall become due and payable. ~.~ATA~n~ATT.3~nO~Dm. V5 20 Res. No. 91-93 IN WITNESS WHEREOF, Delray Beach, a municipal corporation of the State of Florida, has caused this bond to be signed by its Mayor either manually or with his facsimile signature, and the seal of said City or a facsimile thereof, to be affixed hereto, or lithographed, impressed, imprinted or otherwise reproduced hereon, attested by the City Clerk of said City, either manually or with her facsimile signature, all as of the Dated Date. (SEAL) CITY OF DEI.RAY BEACH, FLORID~ Mayor ATTEST: City Clerk (FORM OF CERTIFICATE OF REGISTRATION AND AUTHENTICATION) This bond is one of the bonds delivered pursuant to the within mentioned Resolution of the City Commission of Delray Beach, Florida. Date of Authentication: , as Registrar By: Authorized Officer C:%DATA~I)~L~AY%)~ATT.3~%BOND~.V$ 9_ 1 Res. No. 91- 9 3 (Back of Bond) (Insert Applicable Redemption Provisions] 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 keep books 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 kept 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. (2) The City, the Paying Agent and the Registrar shall deem and treat the person in whose name any bond shall be registered upon the books kept by the Registrar as the absolute owner of such bond, whether such bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid, and neither the City, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. C:~^T^~a~Y~W~.3~SOND~S.V5 22 Res. No. 91-93 (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 series 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 accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of bonds, but the City or the Registrar may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the City nor the Registrar shall be required (a) to transfer or exchange bonds for a period commencing on a Record Date and ending on the next ensuing interest payment date for 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 authenticate and deliver, upon the surrender of such Bond, without charge to the Bondholder, for the unpaid balance C:~A?A~m~A~Tr.3~mO~D~S.VS 23 Res. No. 91-93 of the principal amount of such Bond so surrendered, a registered Bond in the appropriate denomination. This Bond shall not be valid or become obligatory for any purpose.or be entitled to any security or benefit under the Resolution until the certificate of registration and authentication hereon shall have been signed by an authorized officer of the Registrar. C:~ATA~EI..RAYXIdA~35X~O~RI~.V$ 24 Res. No. 91-93 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: C:~DATA~DBLRAYXMAI'I'.3.~BONDIt~q.V$ 25 Res. No. 91-93 SECTION 11. APPLICATION OF BOND PROCEEDS. The accrued interest derived from the sale of the Bonds, if any, shall be deposited in the Interest Account, hereinafter created and established and used for the purpose of paying the interest on the Bonds as the same becomes due and payable. From the proceeds of the sale of the Bonds an amount which together with any other moneys lawfully available therefor, if any, shall be deposited in one or more escrow deposit trust funds to be held by a bank or trust company, as trustee and escrow agent, under the terms and provisions of the Escrow Deposit Agreement and such proceeds shall be held irrevocably in trust in such escrow deposit trust fund(s) under the terms and provisions of the Escrow Deposit Agreement; such moneys (except for any open cash balances) shall be invested at the time of deposit in U. S. Obligations, which U. S. Obligations and all investment earnings thereon, together with such cash balances, shall provide moneys which will be sufficient to pay the Refunded Bonds in the manner provided in Section 132.40 of the Florida Statutes, the resolutions authorizing the issuance of the Refunded Bonds and the Escrow Deposit Agreement. The remaining proceeds of such sale shall be deposited in a Costs of Issuance Cost Account, hereby created and established, to be held by the City and used for the purpose of paying any legal expenses, expenses for fiscal agents or financial services, the costs associated with the purchase and subsequent management of the U. S. Obligations, expenses in connection with the performance of C:~ATA~VU~ATT.3~OND~.V5 26 Res. No: 91-93 the duties of the escrow agent under the provisions of the Escrow Deposit Agreement and such other expenses as may be necessary or incidental and incurred by the City in connection with the issuance of the Bonds. The proceeds of the sale of the Bonds (other than amounts deposited in the Escrow Deposit Agreement) 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 12. SECURITY FOR THE BONDS. That in each year while any of the Bonds are outstanding and unpaid, there shall-be levied and collected a tax on all the taxable property within the City sufficient to pay the interest on the Bonds as it becomes due, and to provide for the payment of the principal and redemption premium, if any, of said Bonds at their maturity or earlier redemption, and the City is, and shall be irrevocably and unconditionally obligated to levy and collect such ad valorem taxes without limitation as to rate or amount on all the taxable property within the City, sufficient in amount to pay all principal of, redemption premium, if any, and interest on said Bonds, as the same shall become due. SECTION 13. CO~S OF THE CITY. As long as any of the principal of or interest on any of the Bonds shall be Outstanding and unpaid, or until there shall have been set apart in the Sinking Fund, consisting of the Interest Account and Principal Account, herein created and established, a sum sufficient to pay, C:tDATAH)ELRAYD~ATT.35~BONDRF2.V$ 27 Res. No. 91-93 when due, the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, or until the provisions of Section 13.D of this Resolution have been complied with, the City covenants with the Holders of any and all of the Bonds issued pursuant to the Resolution as follows: A. TAX COVENANT. 1. The City covenants to comply with each requirement of the Code, and any successor provisions thereto, necessary to maintain the exclusion of the interest on the Bonds from gross income for Federal income tax purposes pursuant to Section 103(a) of the Code. In furtherance of the covenant contained in the preceding sentence, the City agrees to comply with the provisions of the Tax Certificate. 2. The City shall make any and all payments required to be made to the United States Department of the Treasury in connection with the Bonds pursuant to Section 148(f) of the Code from amounts on deposit in the fund and accounts established under this Resolution and available therefor. 3. Notwithstanding any other provision of this Resolution to the contrary, as long as necessary in order to maintain the exclusion of interest on the Bonds from gross income for Federal income tax purposes, the covenants contained in this Section shall survive the payment of the Bonds, including any payment or defeasance thereof pursuant to Section 13.D of this Resolution. B. AD VALOREM TAX. In each year, while any of the Bonds are outstanding and unpaid, the City covenants that there shall be C:%0,T~,~D~U~'r.~mON~.~S.V~ 28 Res. No. 91-93 levied and collected a tax on all the taxable property within the City sufficient to pay the interest on the Bonds as it becomes due, and to provide for the payment of the principal of said Bonds and redemption premium, if any, when due and payable, and the City is, and shall be irrevocably and unconditionally obligated to levy and collect such ad valorem taxes without limitation as to rate or amount on all the taxable property within the City, sufficient in amount to pay all principal of and redemption premium, if any, and interest on said Bonds as the same shall become due and payable. C. CREATION AND ESTABLISHMENT OF A SINKING FUND AND VARIOUS ACCOUNTS AND THE DISPOSITION OF MONEYS. There are hereby created and established the following fund and accounts: THE "SINKING FUND" All of the moneys raised by the City from the ad valorem taxes on the taxable property within the City for the purpose of paying the principal of and redemption premium, if any, and interest on the Bonds herein authorized shall be deposited by the City in a special fund to be known as the "Sinking Fund" which is hereby created and established. The moneys in said Sinking Fund shall be used solely for the payment of the principal of and redemption premium, if any, and interest on said Bonds as the same become due and payable and the registered owners of said Bonds shall have a first lien on all such moneys in the Sinking Fund until paid and applied in the manner permitted in this Resolution. C:~I~ATA~EX.R~YXMA~.35~BO~RP..q.V$ 29 Res. No. 91-93 There are also hereby created and established two (2) separate accounts in the Sinking Fund to be known as the "Interest Account" and the "Principal Account." The moneys at any time on deposit in the Sinking Fund shall be disposed of only in the following manner: (a) Moneys shall first be used, to the full extent necessary, for deposit into the Interest Account in the Sinking Fund to pay interest becoming due on the Bonds on the next semiannual interest payment date; provided, however, that deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. (b) Moneys shall next be used, to the full extent necessary, for deposit into the Principal Account in the Sinking Fund to provide for the required principal amount maturing and becoming due on the next principal payment date; provided, however, that deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, to the extent of any moneys in any term Bond subaccount within the Principal Account, be mandatorily obligated to use such moneys for the redemption prior to maturity of term Bonds, if any, in such manner and at such times as shall hereafter be determined by subsequent proceedings of the Commission. C:~DATAkI)Hi~AY~MATT.3)3BOND~BS.V{ 30 ReS. NO. 91-93 (c) The Sinking Fund and the accounts therein shall constitute a trust fund of the City. The amounts required to be accounted for in the Sinking Fund and each of the accounts designated herein, may be deposited in a single bank account maintained by the City provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such fund and accounts as herein provided. The designation and establishment of a fund and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent fund and accounts but rather is intended solely to constitute an allocation of moneys collected by the imposition of ad valorem taxes. Moneys on deposit in the Sinking Fund may be invested in U. S. Obligations or any other Permitted Investments (provided that Permitted Investments other than U. S. Obligations shall be fully collateralized with U. S. Obligations) maturing not later than such date or dates as the City shall determine. Ail income and earnings received from the investment and reinvestment of moneys on deposit in the Principal Account and Interest Account in the Sinking Fund shall be retained therein and shall be a credit against deposits required by this Resolution. Res. No. 91-93 D. DISCHARGE AND SATISFACTION OF BONDS. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds in any one or more of the following ways: (a) by paying the principal of and interest on Bonds when the same shall become due and payable; or (b) by depositing in the Interest Account and Principal Account, or in such other accounts which are irrevocably pledged to the payment of the Bonds, as the City may hereafter create and establish by resolution, certain moneys, which together with other moneys lawfully available therefor, shall be sufficient at the time of such deposit to pay the Bonds, the interest thereon and the redemption premium, if any, as the same become due on said Bonds on the maturity or earlier redemption date thereof; or (c) by depositing in the Interest Account and Principal Account or such other accounts which are irrevocably pledged to the payment of the Bonds as the City may hereafter create and establish by resolution, moneys which together with other moneys lawfully available therefor when invested in Defeasance Obligations will provide moneys which shall be sufficient to pay the Bonds, the interest thereon and the redemption premium, if any, as the same shall become due on said C:~DATA~DEL}.AY~dAI'I'.3)3]IOh'DRE~.V} 32 Res. No. 91-93 Bonds on or prior to the maturity or earlier redemption date thereof. (d) Notwithstanding the foregoing all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction of any issue of Bonds, any portion of an issue of Bonds, any maturity or maturities of an issue of Bonds, any portion of a maturity of an issue of Bonds or any combination thereof. (e) If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of Bonds is not required for such purpose, the City may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. Upon such payment or deposit in the amount and manner provided in this Section 13.D, the Bonds shall no longer be deemed to be Outstanding for the purposes of the Resolution, and all liability of the City with respect to the Bonds shall cease, terminate and be completely discharged and extinguished, and the HOlders thereof shall be entitled for payment solely out of the moneys or securities so deposited. Notwithstanding the foregoing, in the event that the payment or deposit in the amount and manner provided in this Resolution has been made by the Bond Insurer, if any, under the terms of a Bond Insurance Policy, the Bond Insurer shall be C:~DATA~DF/~AY~MATT.3~ONDRES.V5 3 3 Res. No · 91-9 3 subrogated to the rights of the Holders of the Bonds, and the liability of the City, with respect thereto, shall not be discharged or extinguished. Notwithstanding any provisions contained in this Section 13.D to the contrary, the City may, with an opinion of nationally recognized bond counsel, purchase such Bonds that have been deemed discharged and satisfied within the meaning of this Section 13.D and thereby be permitted to use such excess moneys, resulting from such purchase, free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds. SECTION 14. REDEMPTION OF REFUNDED BONDS ~UTHORIZED. That there is hereby approved and authorized the redemption of the Refunded Bonds maturing February i in the years 2001 through 2010, inclusive, in the manner provided in Section 132.40 of the Florida Statutes and the resolutions authorizing the issuance of the Refunded Bonds. BECTION 1S. IRREVOCABLE INSTRUCTIONS TO ESCROW AGENT. That the City irrevocably instructs the escrow agent, to be determined by subsequent resolution of the City, to mail in the name of the City, postage prepaid, not less than thirty days prior to the redemption date, to all registered owners of the Refunded Bonds to be redeemed at their addresses as they appear on the registration books of the City, a notice of redemption of the bonds in substantially the form set forth below: C:~DATA~D~L~AY~MATr3~ONDR]~.¥$ 34 Res. No. 91-93 NOTICE OF REDEMPTION TO THE HOLDERS OF CITY OF DELRAY BEACH, FLORIDA, GENERAL OBLIGATION BONDS, SERIES 1990 (Decade of Excellence Program) Pursuant to a resolution adopted by Delray Beach, Florida, on December 12, 1989, as amended and supplemented, notice is hereby given to the owners of the outstanding General Obligation Bonds, Series 1990 (Decade of Excellence Program), maturing February 1, 2001, through February 1, 2010, inclusive, that said bonds issued in the aggregate principal amount of $ will be called for redemption prior to maturity as of February 1, 2000. The redemption price equal to the par value of such outstanding bonds, plus a redemption premium equal to 2% of such par value, and accrued interest on such bonds shall become due and payable on February 1, 2000, from which time interest on such bonds shall cease to accrue and be payable. Owners of such bonds will receive payment of the redemption price and accrued interest to which they are entitled upon presentation and surrender thereof at the principal offices of [ ]- Dated this day of , 19 CITY OF DELRAY BEACH, FLORIDA By: as Escrow Agent C:~A?A~maAnMA~.3~m~Um. V5 35 Res. No. 91-93 SECTION 16. CITY ELECTION TO REFUND REFUNDED BONDS. That, pursuant to the terms of this Resolution, the City hereby elects to refund the Refunded Bonds through the issuance of the Bonds. SECTION 17. COMPLIANCE WITH ACT. The City has determined that the maximum principal amount of the Bonds does not exceed the limit imposed by Section 132.35 of the Florida Statutes. SECTION 18. FINANCIAL PLANFOR REFUNDING REFUNDED BONDS. That the plan of retiring the Refunded Bonds shall be effectuated by depositing in trust with the escrow agent a portion of the proceeds derived from the sale of the Bonds, together with other legally available moneys, if any, which will be applied by the escrow agent (except for any beginning cash balances) to the purchase of U. S. Obligations. Such proceeds shall be in an amount sufficient to purchase U. S. Obligations which, with income and earnings derived therefrom, will be sufficient to pay the principal and interest on the Refunded Bonds and the redemption price plus accrued interest on such outstanding Refunded Bonds on February 1, 2000. As a result of such financial plan, the City anticipates that the refunding of the Refunded Bonds will result in a present value debt service savings, calculated in accordance with Section 132.35(2) of the Florida Statutes, of at least $300,000. That, in accordance with Section 132.36 of the Florida Statutes, the Bonds, when issued, will bear a lower net average interest cost rate than that borne by the Refunded Bonds. C:~ATA~U~nM~.3~eONU~.Vm 36 Res. No. 91-93 SECTION 19. MODIFICtkTION OR {kMENDMENT. Except as otherwise provided in the second paragraph hereof, no material modification or amendment of this Resolution, or of any resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of the Holders of two-thirds or more in principal amount of the Bonds then Outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or affecting the unconditional promise of the City to levy, assess and collect an ad valorem tax without limitation as to rate or amount upon all taxable property in the City or to pay the interest of and principal on the Bonds, as the same mature or become due, from said ad valorem tax, or reduce the percentage of Holders of Bonds required above for such modification or amendments, without the consent of the Holders of all the Bonds. This Resolution may be amended, changed, modified and altered without the consent of the Holders of Bonds, (i) to cure any ambiguity, correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein, (ii) to implement a book-entry system of registration, or (iii) to provide other changes which will not adversely affect the interest of such Holders of Bonds. For purposes of this Section 19, to the extent the Bonds are insured by a Bond Insurance Policy and such Bonds are then rated in as high a rating category in which such Bonds were rated at the time of initial issuance and delivery thereof, by both C:~ATA~ELRAYXMAW.{SXBONDRES.V$ 37 Res. No. 91-93 Standard & Poor's Corporation and Moody's Investors Service, Inc., then the consent of the Bond Insurer may constitute the consent of the Holders of the Bonds, provided such Bond Insurer agrees to give consent under such circumstances and is not in default under the Bond Insurance Policy. SECTION 20. SEVERABILITY OF INVI~LID 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 the Resolution or of the Bonds or coupons issued hereunder. SECTION 21. SALE OF BONDS. The Bonds shall be issued and sold at one time or from time to time, in such manner and at such price or prices consistent with the provisions of the Act and the requirements of the Commission as shall hereafter be determined by subsequent proceedings. SECTION 2~. REMEDIES. Any Bondholder, to the full extent permitted by the laws of the State of Florida or the United States of America, may sue to protect and enforce any and all legal rights; to seek the appointment of a receiver, and to enforce and compel the performance of all duties required by this Resolution. C:~A?A~aAVU~.3~D~.V5 38 Res. No. 91-93 SECTION 2~. EFFECTIVE D&TE. This Resolution shall take effect upon the passage in the manner provided by law. Passed and adopted in regular session this 28th day of September, 1993. CITY OF DELRAY BE~CH, FLORIDX (SF_~L) ATTEST: City Clerk C:~DATAiDE~RAYXMATT.3~BONDRF2.V5 39 Res. No. 91-93