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Res 97-91 R-97-91 A RESOI~}TION OF ~{E CITY COMMISSION OF T}~. CITY OF DELRAY BEACH, FLORIDA, AUTHORIZING 7~{E ISSUANCE OF NOT EXCEEDING $6,500,000 GENERAL OBLIGATION REFUNDING BOND~, SERIES 1991, OF 'IT{E CITY OF DELRAY BEACH, FLORIDA FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING GENERAL OBLIGATION BONDS OF 1980 and 1985; PROVIDING THE FORM AND TERMS OF THE BONDS; PROVIDING FOR THE PAYMENT OF THE BONDS FROM A TAX ON ALL TAXABLE PROPERTY IN DELRAY BEACH; PROVIDING FOR THE RIGHTS, REMEDIES AND SECURITY OF THE HOLDERS OF THE BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR CERTAIN OTHER MATTERS DEEMED NECESSARY AND PROPER IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Delray Beach, Florida (the "Commission") did, on October 22, 1979, adopt Resolution No. R-84-79, authorizing the issuance of General Obligation Bonds in the aggregate principal amount of $1,390,000 and providing for a bond election on the approval of such bonds, and the qualified electors of the City of Delray Beach, Florida (the "City"), did, at an election held on December 11, 1979, authorize by majority vote the issuance of such General Obligation Bonds, which were issued on January 14, 1980 in the aggregate principal amount of $1,390,000 (the "1980 General Obligation Bonds"), pursuant to the Charter of the City of Delray Beach, Florida, as amended and supplemented, the Constitution and statutes of the State of Florida, particularly Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provisions of Florida law (collectively, the "Act"); and -1- Res. No. 97-91 R-97-91 DELI{AY BEACH, FLORIDA $6,500,000 General Obligation Refunding Bonds Series 1991 General Ob].igation Refunding Bond Resolution Adopted December 3, 1991 TABLE OF CONTENTS, Continued Paqe Section 1. DEFINITIONS .............. 3 Section 2. FINDINGS ............... 9 Section 3. AUTHORITY OF THIS RESOLUTION ..... 9 Section 4. RESOLUTION CONSTITUTES CONTRACT. 9 Section 5. AUTHORIZATION AND DESCRIPTION OF BONDS ................. 10 Section 6. EXECUTION OF BONDS .......... 12 Section 7. NEGOTIABILITY, REGISTRATION AND CANCELLATION ............. 13 Section 8. BONDS MUTILATED, DESTROYED, STOLEN OR LOST ............... 16 Section 9. FORM OF BONDS ............. 17 Section 10. APPLICATION OF BOND PROCEEDS ..... 27 Section 11. SECURITY FOR THE BONDS ........ 28 Section 12. COVENANTS OF THE CITY ......... 28 Section 13. REDEMPTION OF REFUNDED BONDS AUTHORIZED .............. 35 Section 14. IRREVOCABLE INSTRUCTIONS TO ESCROW AGENT ................. 35 Section 15. CITY ELECTION TO REFUND REFUNDED BONDS ................. 35 Section 16. COMPLIANCE WITH ACT .......... 35 Section 17. FINANCIAL PLAN FOR REFUNDING REFUNDED BONDS ............ 35 Section 18. MODIFICATION OR AMENDMENT ....... 36 Section 19. PURCHASE OF BONDS ........... 37 Section 20. NOTICES TO BOND INSURER ........ 38 Section 21. BOND INSURANCE POLICY AND BOND INSURER ................ 38 Section 22. RATINGS AND RATING AGENCIES ...... 38 Section 23. SEVERABILITY OF INVALID PROVISIONS .............. 38 Section 24. BOND INSURER; DEFAULT ......... 39 Section 25. REPEALER ............... 39 Section 26. EFFECTIVE DATE ............ 39 -40- Res. No. 97-91 WHEREAS, the Commission did, on January 29, 1985, adopt a resolution entitled "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING $5,000,000 TO FINANCE THE CONSTRUCTION OF A PUBLIC SAFETY FACILITY' IN THE MANNER HEREIN SET FORTH; PROVIDING FOR THE CONSTRUCTION OF THE PUBLIC SAFETY FACILITY; ORDERING AND PROVIDING FOR A BOND ELECTION ON THE APPROVAL OF THE BONDS; PROVIDING FOR AN EFFECTIVE DATE" and the qualified electors of the city did, at an election held on March 12, 1985, authorize by majority vote the issuance of $5,000,000 general obligation bonds to finance the construction of a public safety facility in the City, and there were issued City of Delray Beach, Florida, General Obligation Bonds of 1985, in the aggregate principal amount of $5,000,000, pursuant to the Act. WHEREAS, the Commission has determined it to be in the best interest of the city to issue City of Delray Beach, Florida, General Obligation Refunding Bonds, Series 1991 (the "Bonds"), in an aggregate principal amount of not exceeding $6,500,000 for the pur- pose of refunding its General Obligation Bonds of 1985, outstanding in the aggregate principal amount of $4,390,000 and the 1980 General Obligation Bonds, outstanding in the aggregate principal amount of $860,000, either individually or per series or collectively "Refunded Bonds") pursuant to the terms of this Resolution and subsequent proceedings of the Commission; and -2- Res. No. 97-91 WHEREAS, pursuant to the provisions of Section 132.36 of the Florida Statutes, the Commission hereby determines that the maxi- mum principal amount of the Bonds authorized by this Resolution does not exceed the limitation imposed by Section 132.35 of the Florida Statutes; and WHEREAS, pursuant to Section 132.36 of the Florida Statutes, the Commission hereby determines that the Bonds will bear a lower net average interest cost rate than that borne by the Refunded Bonds; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY CO~L[SSION OF THE CITY OF DELRAY BEACH, FLORIDA, as follows: SECTION 1. DEFINITIONS. That, as used in the Resolution, the following terms shall have the following meanings unless the text otherwise expressly requires: A. "Act" shall mean the Florida Constitution, Chapter 166 and Chapter 132, Florida Statutes, as amended and supplemented, and the Charter of the City of Delray Beach, Florida, as amended and sup- plemented, and other applicable provisions of law. B. "Bond Counsel" shall mean a firm or firms of nation- ally recognized attorneys-at-law selected by the City and experienced in the financing of capital projects for governmental units through the issuance of tax-exempt revenue bonds under the exemption provided under Section 103(a) of the Code. -3- Res. No. 97-91 C. "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 fund and accounts held under this Resolution, in the manner and in accordance with the terms provided in such Bond Insurance Policy. D. "Bond Insurer" shall mean the issuer of a Bond Insurance Policy and its successors. E. "Bondholder" or "Holder of Bonds" or "Owner" or any similar term, shall mean any person who shall be the registered owner of any Bond or Bonds Outstanding under the terms of this Resolution. F. "Bonds" shall mean the not exceeding $6,500,000 General Obligation Refunding Bonds, Series 1991, authorized to be issued pursuant to this Resolution. G. "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. Each reference to a section of the Code herein shall be deemed to include, if applicable, temporary or proposed regulations, revenue rulings and proclamations issued or amended with respect thereto, and any rules and regulations promul- gated under the Internal Revenue Code of 1954 by the Treasury Department or Internal Revenue Service of the United States. H. "Defeasance Obligations" shall mean to the extent permitted by law: -4- Res. No. 97-91 (a) U. S. Obligations; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumen- tality 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 bonds or other obliga- tions on the maturity date or dates thereof or the redemp- tion date or dates specified in the irrevocable instruc- tions 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 c~aracter 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 -5- Res. No. 97-91 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 owned by the United States of America; (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 custo- dian; and (e) Other obligations acceptable to the Bond Insurer if the principal of and interest on the defeased obliga- tions are guaranteed under a Bond Insurance Policy and such Bond Insurer is not in default under such policy, provided that such other obligations are also acceptable to the City and its Bond Counsel. I. "Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement entered into by and between the City and a bank or -6- Res. No. 97-91 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. J. "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 12.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 or purchased by the City. K. "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. L. "Refunded Bonds" shall mean, either, individually by series or collectively, the City's outstanding 1980 General Obligation Bonds and the City's outstanding General Obligation Bonds of 1985. M. "Registrar" shall mean the bank or trust company and any successor bank or trust company appointed by the Commission to act as Registrar hereunder. -7- Res. No. 97-91 N. "Tax Certificate" shall mean the Tax Certificate as to Arbitrage and Instructions as to Compliance with the provisions of Section 103(a) of the Internal Revenue Code of 1986, as amended, exe- cuted 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, as a source of guidance for achieving compliance with the Code. o. "U. S. Obligations" shall mean the direct obligations of, or obligations the principal of and interest on which are uncon- ditionally 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. -8- Res. No. 97-91 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 defeasance and refunding of the Refunded Bonds. B. That for the payment and refunding 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, ~lich together with other available funds, if any, and the income and earnings derived from the investment thereof shall be sufficient to pay and refund 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 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 Resolu- tion is adopted pursuant to the Act. SECTION 4. RESOLUTION CONSTITUTES CONTRACT. In consid- eration of tile acceptance of the Bonds, authorized to be issued here- under by those who shall hold the same from time to time, this 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 -9- Res. No. 97-91 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 without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. SECTION 5. AUT}{ORIZATION AND 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 1991," are hereby authorized to be issued in the aggregate principal amount of not exceeding Six Million, Five Hundred Thousand Dollars ($6,500,000) (the "Bonds") for the purpose of the payment and refund- ing of the Refunded Bonds pursuant to the provisions of the Escrow Deposit Agreement and the proceedings which authorized the issuance of the Refunded Bonds. The City is authorized to issue the Bonds to pay and refund either or both series of the Refunded Bonds. The Bonds shall be issued in registered form, shall be in such denominations, shall mature on such dates Jn such years and in such amounts, all as provided by subsequent proceedings of the Commission. Principal shall be payable at the designated corporate trust office of the Paying Agent. The Bonds shall be numbered in such manner as may be prescribed by the Registrar. The Bonds 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 on the fifteenth day of tile calendar month preceding -10- Res. No. 97-91 each interest payment date or the fifteenth day prior to the date notice of redemption is given, whether or not such 15th day is a Saturday, Sunday or holiday (herein the "Record Date"); provided, however, that payment of interest on the Bonds may, at the option of any Holder of Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer to the Holder to the bank account number on file with the Paying Agent as of the Record Date. The Bonds authenticated prior to the first interest payment date shall be dated and bear interest from the date determined by subse- quent proceedings of the Commission. Bonds authenticated subsequent to the first interest payment date shall bear interest from the next preceding interest payment date on which such interest has been paid, unless such Bond is registered on an interest payment date or during the period between a Record Date and the next succeeding 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 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 semiannually on February 1 and August 1 of each year (unless the Commission shall by subsequent -11- Res. No. 97-91 proceedings establish different interest payment dates for any of the Bonds). The Bonds shall be payable, with respect to interest, prin- cipal and premium, if any, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts; The scheduled payment of principal of and interest on the Bonds may also be secured by a Bond Insurance Policy, as shall be determined by subsequent proceedings of the Commission. SECTION 6. EXECUTION OF BONDS. That the Bonds shall be executed in the name of the city by the Mayor of the City, 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 other 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 offi- cers 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 actu- ally sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the 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. -12- Res. No. 97-91 The Bonds shall bear thereon a certificate of registration and authentication, in the form set forth in Section 9 hereof, exe- cuted 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 exe- cuted 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 enti- tled to the benefits of this Resolution. SECTION 7. NEGOTIABILITY, REGISTRATION AND CANCET~ATION. 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 autho- rized attorney and upon payment by such holder of any charges which the Registrar or the City may require as provided in 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 registration -13- Res. No. 97-91 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 registration 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 such exchange and transfer 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 -14- Res. No. 97-91 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 the period from a Record Date to the next suc- ceeding interest payment date on such Bonds or 15 days next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bonds called for redemption. However, if less than all of a Bond is redeemed or defeased, the City shall execute and the Registrar shall authenticate and deliver, upon the surrender of such Bond, without charge to the Bondholder, for the unpaid balance of the prin- cipal amount of such Bond so surrendered, a registered Bond in the appropriate denomination. All 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 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 cer- tificate of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one exe- cuted certificate shall be filed with the City and the other executed certificate shall be retained by the Registrar. -15- Res. No. 97-91 SECTION 8. 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 suni 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 7 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 on and source and security for payment with all other Bonds issued hereunder. -16- Res. No. 97-91 SECTION 9. 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: -17- Res. No. 97-91 (Form of Bonds)* * Provisions of the Bonds may be set forth on the back of the Bonds and shall for all purposes have the same effect as if set forth on the front of the Bonds. (Face of Bond) No. $ ,000 UNITED STATES OF AMERICA STATE OF FLORIDA PALM BEACH COUNTY CITY OF DELRAY BEACH GENERAL OBLIGATION REFUNDING BOND, SERIES 1991 Interest Maturity Dated Rate Date Date CUSIP Registered Owner: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the 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 -18- Res. No. 97-91 mentioned, upon the presentation and surrender hereof at the designated corporate trust office of or any successor thereto, as paying agent (the "Paying Agent"), the Principal Amount stated above together with interest thereon at the Interest Rate pa~- able on the first day of and of each year. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the Registered Owner and mailed to the address of the Registered Owner as such name and address shall appear on the registry books of , as Registrar (said and any successor Registrar being herein called the "Registrar"), on the fifteenth day of the calendar month preceding each interest pay- ment date, or the fifteenth day prior to the date notice of redemp- tion is given, whether or not such fifteenth day is a Saturday, Sunday or holiday (the "Record Date"); provided, however, that pay- ment of interest on the Bonds may, at the option of any Holder of Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer to ~e Holder to the bal%k account number on file with the Paying Agent as of the Record Date. Such interest shall be payable from the most recent interest payment date next pre- ceding the date of authentication to which interest has been paid, unless the date hereof is an February 1 or August 1 to which interest has been paid, in which case from the date of authentication, or unless the date hereof is prior to , 19__, in which case from , 19__, or unless the date hereof is between a Record Date and the next succeeding interest payment date, in which case -19- Res. No. 97-91 from such interest payment date; provided, however, that if and to the extent there is a default in the payment of the interest due on such interest payment date, such defaulted interest shall be paid to the persons in whose name Bonds are registered on the registration books of the city maintained by the Registrar at the close of busi- ness 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 pay- ment date. The Principal Amount and accrued interest thereon is pay- able 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 the city for the purpose of refunding the City's out- standing 1980 General Obligation Bonds and/or the City's outstanding General Obligation Bonds of 1985 under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including Chapter 166 and Chapter 132, Florida Statutes, as amended and supplemented, the City Charter of the city of Delray Beach, Florida, as amended and supplemented, and other applicable provisions of law and pursuant to a resolution (the "Resolution") duly adopted by the City Commission of the City of Delray Beach, Florida, authorizing the issuance of the bonds. -20- Res. No. 97-91 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. It is hereby certified and recited that all acts, condi- tions 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 addi- tion 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 the City 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. -21- Res. No. 97-91 IN WITNESS WHEREOF, the City of Delray Beach, Florida, a municipal corporation of the State of Florida, has caused this bond to be signed by the Mayor of the City, either manually or with his/her 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 his/her facsimile signature, all as of the Dated Date. CITY OF DELRAY BEACH, FLORIDA 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 the City of Delray Beach, Florida. Date of Authentication: as Registrar By Authorized Officer -22- Res. No. 97-91 (Back of Bond) [Insert Applicable Redemption Provisions] The original registered owner, and each successive regis- tered 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 sat- isfactory 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 receiv- ing 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 -23- Res. No. 97-91 the City, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. (3) At the option of the registered owner thereof and upon surrendered 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 autho- rized 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 gov- ernmental charge required to be paid with respect to such exchange or transfer. Neither the City nor the Registrar shall be required (a) to transfer or exchange bonds for a period from a Record Date to the next succeeding interest payment date on such bonds or 15 days next preceding any selection of bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any bonds called for redemption. However, if less than all of a Bond is redeemed or defeased, the City shall execute and the Registrar shall authenticate and deliver, upon the surrender of such -24- Res. No. 97-91 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. 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. -25- Res. No. 97-91 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 regis- tration thereof, with full power of substitution in the premises. Dated: In the presence of: -26- Res. No. 97-91 SECTION 10. APPLICATION OF BOND PROCEEDS. The accrued interest derived from the sale of the Bonds, if any, shall be depos- ited in the Interest Account, hereinafter created and established and used for the purpose of paying the interest on the Bonds as the same become 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 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 funds 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 invest- ment earnings thereon, together with such cash balances, shall pro- vide moneys which will be sufficient to pay the principal of and interest, and redemption premium, if any, on the Refunded Bonds in the manner provided in Section 132.40 of the Florida Statutes and the resolutions authorizing the issuance of the Refunded Bonds. The remaining proceeds of such sale shall be deposited in a Costs of Issuance Fund, 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 the -27- Res. No. 97-91 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. SECTION 11. 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 premi- um, if any, of said Bonds at their maturity, and the City is, and shall be irrevocably and unconditionally obligated to levy and col- lect 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 and redemption premium, if any, of and interest on said Bonds as the same shall become due and payable. SECTION 12. COVENANTS 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 cre- ated and established, a sum sufficient to pay, when due, the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, or until the provisions of Section 12.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: -28- Res. No. 97-91 A. TAX COVENANT. 1. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes, and for no other purpose, the City covenants to comply with each applicable requirement of the Code. In furtherance of the cove- nant contained in the preceding sentence, the City agrees to comply with the provisions of the Tax Certificate 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, as a source of guidance for achieving compliance with the Code. 2. The City covenants that 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 estab- lished in connection with the Bonds or from other legally available funds of the City. 3. Notwithstanding any other provision of this Resolution to the contrary, as long as necessary in order to maintain the exclu- sion of the 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 and the interest thereon, including any payment or discharge thereof pursuant to Section 12.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 levied and collected a tax on all the taxable property within the -29- Res. No. 97-91 City sufficient to pay the interest on the Bonds as it becomes due, and to provide for the payment of the principal of sa~.d 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 or cause to be collected such ad valorem taxes without limi- tation 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 cre- ated 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. -30- Res. No. 97-91 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 semi-annual interest payment date, provided, how- ever, 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. (c) The Sinking Fund and the accounts therein shall constitute a trust fund in the debt service funds 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 -31- Res. No. 97-91 city provided that adequate accounting procedures are maintained to reflect and control the restricted alloca- tions 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 investment per- mitted under Florida law (provided that such other invest- ment shall be fully collateralized with U. S. Obligations) maturing not later than such date or dates as the City shall determine. All 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. 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: -32- Res. No. 97-91 (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, cer- tain 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 or prior to the redemption date or maturity date thereof; or (c) by depositing in the Interest Account and Principal Account or such other accounts which are irrevo- cably 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 Bonds on or prior to the redemp- tion date or maturity 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 -33- Res. No. 97-91 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. Notwithstanding the foregoing, in the event that the pay- ment or deposit in the amount and manner provided in this Resolution has been made by the Bond Insurer under the terms of the Bond Insurance Policy, the Bond Insurer shall be 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. Upon such payment or deposit in the amount and manner pro- vided in this Section 12.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 com- pletely discharged and extinguished, and the Holders thereof shall be entitled for payment solely out of the moneys or securities so deposited. -34- Res. No. 97-91 SECTION 13. REDEMPTION OF REFUNDED BONDS AUTHORIZED. That there is hereby approved and authorized the redemption of the Refunded Bonds in the manner provided in Section 132.40 of the Florida Statutes and the resolutions authorizing the issuance of the Refunded Bonds. SECTION 14. IRREVOCABLE INSTRUCTIONS TO ESCROW AGENT. That the City irrevocably instructs the escrow agent, to be deter- mined by subsequent resolution of the City, to publish and/or mail or cause to be published and/or mailed, at the times and in the manner required by the proceedings authorizing the issuance of the Refunded Bonds, a notice of redemption of the Refunded Bonds in substantially the forms set forth in the Escrow Deposit Agreement. SECTION 15. 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 16. 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 17. FINANCIAL PLAN FOR REFUNDING REFUNDED BOND~. 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, which will be applied by the escrow agent (except for any open cash balances) to the purchase of U. S. Obligations. Such proceeds shall be in an amount sufficient to -35- Res. No. 97-91 purchase U. S. Obligations which, with income and earnings derived therefrom, will be sufficient to pay the principal of and interest on the Refunded Bonds prior to the respective redemption dates, and the redemption price plus accrued interest on such outstanding Refunded Bonds on such redemption dates. 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 $90,000. 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 collectively by the Refunded Bonds. SECTION 18. MODIFICATION OR AMENE~NT. No material modi- fication or amendment of this Resolution or of any resolution amenda- tory thereof or supplemental thereto, may be made without the consent in writing of the Owners 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 uncondi- tional promise of the City to pay the interest of and principal on the Bonds, as the same mature or become due, or reduce such percen- tage of Owners of such Bonds required above for such modification or amendments, without the consent of the Owners of all the Bonds. -36- Res. No. 97-91 This Resolution may be amended, changed, modified and altered without the consent of the Owners 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 provide other changes which will not adversely affect the interest of such Owners, (iii) to maintain the exclusion of interest on the Bonds from gross income for federal income tax pur- poses, (iv) to secure or maintain a rating on the Bonds, or (v) to implement or discontinue a book-entry system. For purposes of this Section 18, 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 the applicable rating agency, then the consent of the Bond Insurer shall constitute the consent of the Holders of the Bonds, provided such Bond Insurer is not in default under the Bond Insurance Policy. The City shall provide to S&P a copy of each amendment to this Resolution. SECTION 19. PURCHASE OF BON~S. The City may, at any time, purchase any of the Bonds at prices not greater than the par amount and accrued interest to the date of purchase. -37- Res. No. 97-91 SECTION 20. NOTICES TO BOND INS3RER. The C it y shall provide to the Bond Insurer all copies of notices sent or given pur- suant to the terms and provisions of this Resolution. SECTION 21. BOND INSURANCE POLICY AND BOND INSURER. Anything in this Resolution to the contrary notwithstanding, all pro- visions of this Resolution relating to the Bond Insurer and/or the Bond Insurance Policy shall only be applicable in the event that the City shall elect to obtain a Bond Insurance Policy for the Bonds pur- suant to subsequent proceedings of the Commission. SECTION 22. RATINGS AND RATING AGENCIES. An y t h ing in this Resolution to the contrary notwithstanding, all provisions of this Resolution regarding ratings on the Bonds and/or rating agency shall only be applicable in the event that the City shall elect to obtain an assignment of ratings for the Bonds. SECTION 23. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibit- ed, 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 cove- nants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Resolution or of the Bonds issued hereunder. -38- Res. No. 97-91 SE~ION 24. ~ND INSURER; DEFAULT. Notwithstanding any of the provisions of this Resolution to the contrary, all of the rights of the Bond Insurer, if any, granted herein, shall be null and void if the Bond Insurer is in default under the Bond Insurance Policy. SE~ION 25. ~P~r~. All resolutions and orders, or parts thereof, in conflict herewith are, to ~e e~ent of such con- flict, hereby repealed, and this Resolution shall take effect upon its passage in the manner provided by law. SE~ION 26. EFFE~IVE ~. This Resolution shall take effect immediately upon its adoption. Passed and adopted in regular session on this third day of December, 1991. Attest: city'c~rk ! -39- Res. No. 97-91 MEMORANDUM TO: MAYOR AND CITY COMMISSIONERS FROM: ~ITY MANAGER RESOLUTION NO. 97-91 DATE: NOVEMBER 27, 1991 Resolution No. 97-91 authorizes the issuance of General Obligation Refunding Bonds, Series 1991, in an amount not exceeding $6,500,000, for the purpose of refunding the City's 1985 General Obligation Bond Issue. The 1985 G.O. Issue was in the aggregate principal amount of $5,000,000 to finance the construction of a public safety facility, and is outstanding in the aggregate principal amount of $4,390,000. The 1991 General Obligation Refunding Bonds will bear a lower net average interest cost rate than that borne by the 1985 G.O. Bond Issue, and thus will work to the financial advantage of the City. Recommend approval of Resolution No. 97-91 authorizing the issuance of not exceeding $6,500,000 General Obligation Refunding Bonds, Series 1991, of the City of Delray Beach, Florida, and providing for certain other matters deemed necessary and proper in connection with the issuance of the bonds.