Res 100-93 NO. 100-93
A RESOLUTION OF THE CITY COI~fISSION OF THE CITY OF DELI~Y
BF~CH, FLORIDA, AUTHORIZING THE NEGOTIATED SALE OF
CITY OF DELI~Y BE~CH, FLORIDA, GENEI~L OBLIGATION BONDS,
SERIES ~993 A (DECADE OF EXCELLENCE PROGI~,I~), IN THE
AGGREGATE PRINCIPAL AI4OUNT OF $~0,2L0,000, ~ND CITY OF
DELR~Y BF~CH, FLORIDA, GENERJ~ OBLIGATION REFUNDING
BONDS, SERIES L993 B (DECADE OF EXCELLENCE PROGI~J~), IN
THE AGGREGATE PRINCIPAL~OUNTOF $8,835,000; DETERMINING
CERTAIN DETAILS OF SAID BONDS; PROVIDING FOR THE APPLICA-
TION OF THE BOND PROCEEDS; APPROVING THE FORI~ OF,
AUTHORIZING THE EXECUTIONANDDELIVERY OF A BOND PURCH~SE
AGREEHENT TO EFFECT THE NEGOTIATED S~t,E OF THE BONDS;
~PPROVING THE FOI~fOF~%~DAUTHORIZING THE EXECUTION OFAN
OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING
S~LE OF THE BONDS~ID&PPROVING, I~TIFYING~IDCONFII~ING
THE DISTRIBUTION OF A PRELIHIN~%RY OFFICIO., STATEHENT BY
THE UNDERWRITERS; &W~DING THE BONDS TO THE UNDERWRITERS;
APPOINTING ~ ESCROW AGENT; APPROVING THE FORH OF
AUTHORIZING THE EXECUTION ~ DELIVERY OF AN ESCROW
DEPOSIT AGREEI~ENT; APPOINTING A PAYING AGENT; APPOINTING
A REGISTI~,R; APPROVING THE FOR~ OF ~ AUTHORIZING THE
EXECUTION ~ DELIVERY OF A PAYING AGENT ~ REGISTI~
AGREEI'fENT RELATING TO THE BONDS; PROVIDING FOR A BOND
INSUI~J~CE POLICY FOR THE BONDS PROVIDED BY
GU~J~TY INSURJ~CE COHPANY; WENDING CERTAIN PROVISIONS
OF RESOLUTION NO. 98-89 IN CONNECTION WITH THE FOREGOING;
AUTHORIZING THE PROPER OFFICERS OF THE CITY TO DO ALL
OTHER THINGS DEFIED NECESSARY ORA DVISABLE AS TO THE SALE
AND DELIVERY OF THE BONDS; AND PROVIDING FOR~NEFFECTIVE
DATE.
WHEREAS, the City Commission of the City of Delray Beach,
Florida (herein referred to as the "City Commission"), did, on
December 12, 1989, adopt Resolution No. 98-89, as supplemented (the
"1989 Authorizing Resolution"), authorizing the issuance of its
General Obligation Bonds, for its Decade of Excellence Program
(herein referred to as the "Decade of Excellence Program General
Obligation Bonds"); and
WHEREAS, the City Commission did, on June 12, 1990, issue
a portion of its Decade of Excellence General Obligation Bonds in
C:\DATA\D~R{AW.3$\D~AM.V3 Res. No. 100-93
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
WHEREA~, the city is desirous of issuing $10,210,000 in
aggregate principal amount of its General Obligation Bonds, Series
1993 A (Decade of Excellence Program) (the "Series 1993 A Bonds")
to finance the cost of the acquisition and construction of certain
projects identified in Resolution No. 77-89 adopted by the City
Commission on October 16, 1989 (herein the "Referendum Resolution")
which were not financed with the proceeds of the 1990 Bonds;
WHEREAS, the Series 1993 A Bonds represent a portion of
the authorized and unissued amount of the city's Decade of
Excellence General Obligation Bonds under the 1989 Authorizing
Resolution; and
WHEREAS, the Commission did, on September 28, 1993,
adopt Resolution No. 91-93 (the "Series B Authorizing Resolution")
authorizing the issuance of not exceeding $10,000,000 in aggregate
principal amount of General Obligation Refunding Bonds, Series
1993 B (Decade of Excellence Program), for the purpose of paying
and refunding certain 1990 Bonds (herein such portion of 1990 Bonds
being referred to as the "Refunded Bonds"); and
WHEREAS, the city is desirous of issuing $8,835,000 in
aggregate principal amount of such General Obligation Refunding
Bonds, Series 1993 B (Decade of Excellence Program) pursuant to the
terms and provisions of the Series B Authorizing Resolution (herein
called the "Series 1993 B Bonds"); and
C:~DATA~DEL{tAY~klATT'3~I)L~TAILS'V{ 2 Res. No. 10 0-93
W]~RF~kB, the Series 1993 A Bonds and Series 1993 B Bonds
are, collectively, referred to herein as the "1993 Bonds"; and
W]I~RF~kS, the Referendum Resolution, the 1989 Authorizing
Resolution and the Series B Authorizing Resolution are, collective-
ly, referred to herein as the "Authorizing Resolutions"; and
WIIER~JkS, the Authorizing Resolutions provide that certain
details of the 1993 Bonds and certain other provisions of the
Authorizing Resolutions shall be determined by subsequent proceed-
ings of the city, which shall be deemed to be supplemental to the
Authorizing Resolutions; and
~ERF~kS, the City has determined the details of the 1993
Bonds; and
W]i~R.~AS, stifel, Nicolaus & Company Incorporated on
behalf of itself and, Smith Barney, Shearson Inc., (collectively,
the "Underwriters"), has submitted to the City a proposal in the
form of a Bond Purchase Agreement (the "Purchase Contract"),
attached 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
W]i~R~A~, pursuant to Section 218.385, Florida Statutes,
an authorized officer of Stifel, Nicolaus & Company, Incorporated
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
W]iERF~kS, there have been prepared and submitted to the
City:
C:\DATA\D~Y~lA~.35\D~AILS.V3 3 Res. No. 100-93
(a) a Preliminary Official Statement, dated October
6, 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
WHEREAS, the City's financial advisor has recommended the
negotiated sale of the 1993 Bonds in a letter attached hereto as
Exhibit E; and
WHEREAS, based on the advice o~ 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 E, that the principal and
interest on the 1993 Bonds be insured by a municipal bond insurance
policy (the "Bond Insurance Policy") to be issued by Financial
Guaranty Insurance Company ("FGIC"); and
WHEREAS, it is necessary to amend the 1989 Authorizing
Resolution to make the payment and registration provisions set
forth therein identical to the payment and registration provisions
of the Series 1993 B Authorizing Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY CO~MISSION OF
THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS:
C:~/)ATA~I)F-.LRAY~kiA1'I'.35~DETAILS.V3 4 Res. No. 100-93
SECTION 1. Definitions. That all capitalized terms used
in this Resolution not otherwise defined shall have the meanings
ascribed to such terms in the Authorizing 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 $10,210,000 in
aggregate principal amount of its Series 1993 A Bonds for the
purpose of financing the acquisition of the capital projects
identified in the Referendum Resolution which were not financed
with the proceeds of the 1990 Bonds, (ii) to issue $8,835,000 in
aggregate principal amount of its Series 1993 B Bonds for the
purpose of paying and defeasing the Refunded Bonds, and (iii) to
pay the costs of issuance of the 1993 Bonds, including paying the
premium for the Bond Insurance Policy, and (iv) to designate such
1993 Bonds, respectively, as its "General Obligation Bonds, Series
1993 A (Decade of Excellence Program)," and its "General Obligation
Refunding Bonds, Series 1993 B (Decade of Excellence Program)."
SECTION 3. Description of the 1993 Bonds. The 1993
Bonds shall be dated October 15, 1993, shall bear interest payable
on February 1, 1994, and semiannually thereafter on August i and
C:~DATA~DELRAY%MAIT.35~DETAIL~.V3 5 Res. No. 100- 93
February 1 of each year, and shall mature on February 1 of each of
years, in the amounts, and at the rates as follows:
SERIES 1993 A BONDS
Interest
Year Amount Rate
1999 $ 40,000 4.00%
2000 45,000 4.10
2001 40,000 4.40
2002 35,000 4.40
2003 185,000 4.40
2004 195,000 4.50
2005 200,000 4.60
2006 205,000 4.70
2007 725,000 4.80
2008 755,000 5.00
2009 795,000 5.00
2010 835,000 5.00
2013 6,155,000 5.10
SERIES 1993 B BONDS
Interest
Year Amount Rate
1995 $ 45,000 3.00%
1996 50,000 3.30
1997 115,000 3.60
1998 120,000 3.80
1999 120,000 4.00
2000 125,000 4.10
2001 660,000 4.40
2002 695,000 4.40
2003 725,000 4.40
2004 760,000 4.50
2005 795,000 4.60
2006 835,000 4.70
2007 875,000 4.80
2008 925,000 5.00
2009 970,000 5.00
2010 1,020,000 5.00
C:\DATAXDELRAYXM~r'3$XDLrrAII~'V3 6 Res. No. 100-93
SECTION 4. Redemption Provisions. The 1993 Bonds
maturing on and prior to February 1, 2003, shall not be redeemable
prior to their stated dates of maturity. The 1993 Bonds maturing
on February 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 redeemed, on February 1,
2003, or at any time thereafter, or as a whole, on February 1,
2003, or at any time thereafter, in both cases 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
February 1, 2003 to January 31, 2004 102%
February 1, 2004 to January 31, 2005 101%
February 1, 2005 and thereafter 100%
That the Series 1993 A Bonds maturing on February 1,
2013, 'shall also be subject to mandatory sinking fund redemption
prior to maturity, by lot, in such manner as the Registrar (as
defined herein) may deem appropriate, on February 1, 2011, and on
February 1, of each year thereafter, at a price of par plus accrued
interest to the date of redemption, in the years and in the amounts
as follows:
Year Amount
2011 $1,950,000
2012 2,050,000
2013 (Final Maturity) 2,155,000
C:~ATA~Y~,iAW.35~AILS.V3 7 Res. No. 100-93
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 on the registration books of the
City kept by the Registrar fifteen (15) days prior to the date such
notice is mailed.
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;
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
C:~)ATA~DELRAY%MATT.35~DETAIL~.V3 8 Res. No. 100-93
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
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
C:%DATA~DELRAYUv{A1~.35~I)ETAILS.V3 9 Res. No. 100-93
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 2 of Article III of the 1989 Authorizing Resolution.
That all moneys received by the City from the sale of the
Series 1993 B Bonds shall be disbursed as provided in Section 11 of
the Series B Authorizing Resolution. Any moneys in the Sinking
Fund created under the 1989 Authorizing Resolution and allocable to
the Refunded Bonds shall be transferred to the Escrow Trustee (as
herein defined) for deposit pursuant to the Escrow Deposit
Agreement.
SECTION $. 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 E. 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 ?. Purohase Contraot. 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
C:~J)ATAZI)P'I'RAY%k{~¥1'I"{5~DETA{]"S'V3 10 Re s. No. 100- 93
and accepted, and the 1993 Bonds are hereby sold to the Underwrit-
ers at a purchase price of $18,761,665.90 (representing the initial
par amount of the 1993 Bonds less underwriters' discount of
$74,430.90 with respect to the Series 1993 A Bonds and $64,407.15
with respect to the Series 1993 B Bonds and less original issue
discount of $61,384.80 with respect to the Series 1993 A Bonds and
$83,111.25 with respect to the Series 1993 B Bonds), plus accrued
interest with respect to the 1993 Bonds from October 15, 1993 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.
SECTION 8. Preliminary and Final Offici&l 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
C:%DATA~)ELRAY~I~6~l'I'.35\DETAII..S.V3 11 Res. No. 100-93
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.
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
C:~I)ATA~I)ELRAY~.~4A'fT.3.%~I)ETAI].~.V3 12 Res. No. 10 0- 9 3
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. Paying 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. Paying &gent 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
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
C:%DATA\DELRAY~dATT.35\DETALLS.V3 13 Res. No. 10 0- 9 3
of the City and attest to the same, if so required by the terms
thereof.
SECTION 13. Disclosure Statements. 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. That, based on the
recommendations of the City's Financial Advisor, set forth in a
letter attached hereto as Exhibit E with respect to the 1993 Bonds,
the City Commission finds that obtaining the Bond Insurance Policy
provided by FGIC is in the best interests of the City, and the City
Commission hereby directs that the premium due on the Bond
Insurance Policy be paid in accordance with the terms thereof.
SECTION 15. Amendments to 1989 Authorizing Resolution.
That to ensure the general payment and registration terms and
provisions of the 1993 Bonds are identical, Section 2 and Section 5
of Article II of the 1989 Authorizing Resolution are amended to
provide that the payment and registration terms and provisions set
forth therein shall be identical to the payment and registration
terms and provisions set forth in Section 5 and Section 8 of the
1993 B Authorizing Resolution.
The Paying Agent and Registrar are hereby authorized to rely
exclusively on the provisions' of Section 5 and Section 8 of the
1993 B Authorizing Resolution with respect to the general payment
and registration terms and provisions for all of the 1993 Bonds.
C:%DATA%DELRAY%MA~F.35\DETA~S.V3 14 Res. No. 100-93
SECTION 16. Further Authorizations. That the Mayor, the
Vice Mayor, the City Manager, the Finance Director, the Treasurer,
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
to do and cause to be done any and all acts and things necessary or
proper for carrying out the transactions contemplated by this
Resolution.
SECTION 17. Effective Date. That this Resolution shall
take effect immediately upon its passage.
PASSED AND ADOPTED in special session on this the 19th
day of October, 1993.
CITY OF DELRAY BEACH, FLORIDA
By: / ~J/ Mayor
Attest:
City Clerk
C:~DATA~I)ELR.AY~Ikt%T'I'.35\DETA{1.S.V3, 15 Res. No. 100-93