Res 46-90 RESOLUTION NO. 46-90 "
A RESOLUTION OF THE CITY CO~9~ISSION O? ~ CIT~ OF DELRAY
BEACH, FLORII~A, SUPPLEMENTING ~SO~ION NO. 39-88, BY
A~ORIZING ~ ISSU~CE OF ~ ~~ $8,000,000 ~'r~
AND SEWER REVERE BONDS OF THE CITY OF DE~Y B~,
F~RIDA, ~R ~E ~SE OF FIN~CING CE~AIN A~,
E~ENSIONS ~D I~RO~S ~ ~E C~'S ~~ ~C
UTILITY ~D PROVIDING FOR ~ 'r~ ~D PA~ OF SAID
WATER ~D S~ ~ ~, ~ ~ ~, ~I~ ~
SECURITY OF THE HO~ OF ~ WA~R ~D S~R ~
~NDS, ~ING CERTAIN ~N~ ~D ~ ~ ~-
TION ~I~; A~ORIZING ~ ~OPER OFFIC~ OF ~
CITY ~ ~ ~ ~ER ~INGS DE~D ~Y ~ ~S~
IN CONNECTION WI~ ~ ISSU~CE OF ~E WA'r=K ~D S~
~, the City of Delray Beach, Florida, a Florida
municipal corporation {the "City"), is authorized by law to issue
revenue bonds to finance additions, extensions and i~rove~nts to
its Combined Public Utility (as herein defined); and
W~, the City Commission of the City of Delray Beach,
Florida (referred to herein as the "City Commission"), did, on
June 12, 1984, adopt Resolution No. 45-84, which was ~umended and sup-
plemented on June 26, 1984 , and October 17, 1984, authorizing the
issuance of its Water and Sewer Revenue Bonds, Series 1984 (the "1984
Bonds"); and
W~[E~.~, the City Commission did, on June 28, 1988, adopt
Resolution No. 36-88, which was amended, supplemented and restated by
Resolution No. 39-88, adopted on July 12, 1988 (collectively, the
"Original Resolution"), authorizing the issuance of the City's water
and Sewer Refunding Revenue Bonds, Series 1988 (the "1988 Bonds") to
refund the City's 1984 Bonds; and
W~, the Original Resolution authorizes in Section 4.G
of Article III thereof, of Part I, the issuance of bonds payable on a
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Res. No. 46-90
TABLE OF CONTENTS (Continued)
Page
DISCHARGE AND SATISFACTION OF
BONDS ........................ 19
G. VALUATION
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 1. MODIFICATION OR AMENDMENT .......... 1
SECTION 2. SEVERABILITY OF INVALID PROVISIONS. 2
SECTION 3. SALE OF BONDS ...................... 2
SECTION 4. BOND ANTICIPATION NOTES ............ 2
SECTION 5. REPEALER ........................... 2
SECTION 6. BOND INSURER; DEFAULT .............. 3
SECTION 7. VALIDATION ......................... 3
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Res. No. &6__-90
CITY OF DELRAY BEACH, FLORIDA
$8,000,000
Water and Sewer Revenue Bonds
Series 1990
Water a~d Se~er
Revenue Bocci Resolutio~
Adopted April 24, 1990
Res. No. 46-90
TABLE OF CONTE~
Page
ARTICLE I
STATUTORY AUTHORITY, FINDINGS AND
DEFINITIONS
SECTION 1. AUTHORITY OF THIS RESOLUTION ....... 3
SECTION 2. FINDINGS ........................... 3
SECTION 3. DEFINITIONS ........................ 5
SECTION 4. ORIGINAL RESOLUTION AND THIS
RESOLUTION CONSTITUTES CONTRACT. 17
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
SECTION 1. AUTHORIZATION OF BONDS ............. 1
SECTION 2. DESCRIPTION OF BONDS ............... 1
SECTION 3. REDEMPTION PROVISIONS .............. 3
SECTION 4. EXECUTION OF BONDS ................. 3
SECTION 5. NEGOTIABILITY, REGISTRATION AND
CANCELLATION .................... 4
SECTION 6. BONDS MUTILATED, DESTROYED, STOLEN
OR LOST ......................... 6
SECTION 7. Preparation of Definitive Bonds;
Temporary Bonds ................. 7
SECTION 8. Form of Bonds ...................... 8
ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 1. THE BONDS ON PARITY WITH THE 1988
BONDS ........................... 1
SECTION 2. BONDS NOT TO BE INDEBTEDNESS OF THE
CITY ............................ 1
SECTION 3. The Bonds Secured by the Original
Resolution ...................... 1
SECTION 4. BONDS SECURED BY PLEDGE OF NET
REVENUES AND ADDITIONAL SECURITY
OF SPECIAL ASSESSMENTS AND
PLEDGED IMPACT CHARGES .......... 2
SECTION 5. APPLICATION OF BOND PROCEEDS ....... 2
SECTION 6. COVENANTS OF THE CITY .............. 4
A. TAX COVENANT ................. 5
B. RATES ........................ 5
C. MAINTENANCE OF FUNDS AND
ACCOUNTS CREATED UNDER THE
ORIGINAL RESOLUTION .......... 6
D. DISPOSITION OF NET REVENUES
AND PLEDGED IMPACT CHARGES,
IF ANY ....................... 6
E. REMEDIES ..................... 16
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Res. No. 46-90
parity with the 1988 Bonds issued pursuant to t~e Original
Resolution, on the terms and conditions therein contained: and
W~ERF~, it is deemed necessary and advisable for t~e
health and welfare of the inhabitants and citizens of the City to
issue Water and Sewer Revenue Bonds to pay the cost of financing cer-
tain additions, extensions and improvements to the City's Combined
Public Utility, on a parity with the 1988 8onds as to the lien
and source and security for payment from, the Net Revenues (as herein
defined) derived from the operation of the Combined Public Utility,
and in all other respects.
NOW, THEX~EFORE, BE IT RESOLVED BY THE CITY CO~ISSION OF
THE CITY OF DELI{AY BEACH, FLORIDA, AS [~)LtOW~:
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Res. No. 46-90
ARTICLE I
STA%~JTORY A[~HOPC[~"f, FINDINGS AND DEFINi"~I(~
SECTION 1. AOT"dOl~ OF THIS R~LD~ON. This Resolution is
adopted pursuant to the provisions of the City Charter of the City,
as amended and supplemented: the Florida Constitution: Chapter 166,
Florida Statutes, as amended and supplemented; and other applicable
provisions of law.
SECTION 2. FINDINGS. It is hereby ascertained, determined
and declared:
A. That all terms not otherwise defined in this Section 2
shall have the meaning ascribed to such terms in Section 3 of this
Article 1.
B. That the City now owns, operates and maintains a com-
bined water system and sewer system for the supply and distribution
of water to the inhabitants of the City and for the collection,
treatment and disposal of sewage in said City (the "Co~%bined Public
Utility") and owns a one-half (1/2) undivided interest in a treatment
and disposal syste~ operated by the South Central Regional Wastewater
Treatment and Disposal Board (herein the "Board"); and that the City
derives revenues from the operation of said Co~ined Public Utility.
C. That the revenues of the Co~tbined Public Utility are
not pledged or encumbered in any manner, except for the outstanding
bonds of the City of a total authorized issue of $25,135,000 Water
and Sewer Refunding Revenue Bonds, Series 1988, dated Septen~ber 1,
1988 (hereinafter the "1988 Bonds"), heretofore issued pursuant to
that certain resolution adopted on J%u%e 28, 1988, as amended, supple-
mented and restated by that certain resolution adopted on July 12,
1988 (hereinafter, these two resolutions shall be collectively
referred to as the "Original Resolution").
D. That the original Resolution in Section 4.G of
Article III of Part I provides for the issuance of pari passu
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Res. No. 46-90
additional bonds, under the terms, conditions and limitations
provided therein.
E. That the City is authorized to issue the Bonds (as
herein defined) as pari passu additional bonds within the terms, con-
ditions and limitations provided in Section 4.G of Article III,
Part I, of the Original Resolution.
F. That the estimated Revenues to be derived in each year
hereafter from the operation of the ComDined Public Utility will be
sufficient at all times to pay all the costs of operation and mainte-
nance of the Combined Public Utility and the principal of and inter-
est on the 1988 Bonds and the Bonds authorized pursuant to the
Original Resolution and this Resolution, as the same become due and
payable, and all sinking fund, reserve and other payments provided
for in the Original Resolution and in this Resolution in accordance
with the requirements of the original Resolution and this
Resolution.
G. That the principal of and interest on the Bonds and
all of the reserve, sinking fund and other payments provided for in
the Original Resolution and this Resolution will be paid from the Net
Revenues derived from the operation of the Combined Public Utility in
the manner provided therein and herein, on a parity with the 1988
Bonds; and the ad valorem taxing power of the City will never be nec-
essary or authorized to pay the principal of and interest on the
Bonds to be issued pursuant to this Resolution, or to make any of the
reserve, sinking fund or other payments provided for in the Original
Resolution and this Resolution, and the Bonds issued pursuant to this
Resolution shall not constitute a lien upon the combined Public
Utility or upon any other property whatsoever of or in the City but
shall be payable solely from the Net Revenues derived from the opera-
tion of the Combined Public Utility in the manner provided herein.
H. The proceeds derived from the sale of the Bonds shall
be used to finance the cost of certain additions, extensions and
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Res. No. 46-90
improvements to the City's Combined P~blic Utility consisting of, but
not being limited to, odor abatement additions and modifications to
the treatment and disposal system operated by the Board and the
acquisition of any lands or interests therein or any other properties
deemed, necessary or convenient therefor; engineering costs relating
to the City's water treatment plant conversion to lime softening;
capitalization of all or part of the Debt Service Reserve Account or,
in lieu thereof, payment of the premiums for a Reserve Account Credit
Facility Substitute; interest on the Bonds prior to, during and for
one (1) year after completion of the Project (as herein defined);
engineering costs, and legal and financing fees and expenses; the
costs of issuance of the Bonds; expenses for estimates of costs and
of revenues; expenses for plans, specifications and surveys, adminis-
trative expenses relating solely to such construction and acquisi-
tion; the premium for the Bond Insurance Policy, if any; and such
other costs and expenses necessary, or incidental to the financing
authorized by this Resolution and for the payment of any temporary
obligations issued for the purposes provided in this Resolution.
SECTION 3. DEFINITIONS. That, as used in this Resolution,
the following terms shall have t/le following meanings unless the text
otherwise expressly requires:
A. "ACCRETED VALUE" shall mean, as of any date of compu-
tation with respect to any Capital Appreciation Bond, the amount set
forth as of such date in the supplemental resolution authorizing such
Capital Appreciation Bond plus, with respect to matters related to
the payment upon redemption or acceleration of such Capital
Appreciation Bond, if such date of computation shall not be an
Interest Payment Date, a portion of the difference between the
Accreted Value as of the immediately preceding Interest Payment Date
(or the date of original issuance if the date of computation is prior
to the first Interest Payment Date succeeding the date of original
issuance) and the Accreted Value as of the immediately succeeding
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Res. No. 46-90
rnterest Payment Date, calculated based on the assumption that
Accreted Value accrues during any semiannual period in equal daily
amounts on the basis of a year of twelve 30-day months.
B. "ACT" ~hall mean the Florida Constitution: the City
Charter of the City, as amended and supplemented; Chapter !66,
Florida Statutes, as amended and supplemented; and other applic~le
provisions of law.
C. "ANNUAL DEBT SERVICE REQUIREMENT" shall mean, at any
time, the amount required to be deposited in the then current Fiscal
Year into the Interest Account, Principal Account, and Bond
Redemption Account, as provided in the Original Resolution and this
Resolution; provided, however, that such amount shall be reduced by
any earnings or investment income in the then current Fiscal Year on
moneys and investments on deposit in the Debt Service Reserve Account
and transferred to the Interest Account, as provided in the Original
Resolution and this Resolution; and provided further, however, that
in computing such Annual Debt Service Requirement for any future
period, any Variable Rate Bonds shall be deemed to bear interest at
all times to the maturity thereof at a constant rate of interest
equal to either the rate borne by such Variable Rate Bonds on the
date they were issued plus one-half of the difference between such
rate and the maximum interest rate for such Variable Rate Bonds as
such maximum interest rate shall be determined by subsequent proceed-
ings of the City Commission, or the actual rate of interest borne by
such Variable Rate Bonds on such date of calculation, whichever is
higher. For the purpose of this definition, the amount to be depos-
ited to the aforementioned accounts with respect to Capital
Appreciation Bonds and Capital Appreciation and Income Bonds shall be
the amounts set forth in subsequent proceedings of the City
commission.
D. "APPRECIATED VALUE" shall mean, (i) as of any date
of computation with respect to any capital Appreciation and Income
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Res. No. 46-90
8onds up to the Interest Commencement Date set forth in subsequent
proceedings of the City Commission providing for the issuance of such
Bonds, the amount set forth as of such date in the supplemental reso-
lution authorizing such Capital Appreciation and Income Bonds plus,
if such date of computation shall not be an Interest Payment Date, a
portion of the difference between the Appreciated Value as of the
immediately preceding Interest Payment Date (or the date of original
issuance if the date of computation is prior to the first Interest
Payment Date succeeding the date of original issuance) and the
Appreciated Value as of the immediately succeeding Interest Payment
Date calculated based upon an assumption that Appreciated Value
accrues during any semiannual period in equal daily amounts on the
basis of a year of twelve 30-day months and (ii) as of any date of
computation on and after the Interest Commencement Date, the
Appreciated Value on the Interest Commencement Date.
E. "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 gover71mental units through
the issuance of tax-exempt revenue bonds under the exemption provided
under Section 103(a) of the Code.
F. "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 defi-
ciency in the amounts in the funds and accounts created under the
Original Resolution and continued and maintained under this
Resolution, in the manner and in accordance with the terms provided
in such Bond Insurance Policy.
G. "BOND INSURER" shall mean the issuer of a Bond
Insurance Policy and its successors.
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Res. No. 46-90
H. "BONDHOLDER" OR "HOLDER OF BONDS" 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.
I. "BONDS" shall mean the $8,000,000 Water and Sewer
Revenue Bonds authorized to be issued pursuant to this Resolution,
together with any pari passu additional bonds hereafter issued in the
manner provided in the Original Resolution.
J. "1988 BONDS" shall mean the outstanding Water and
Sewer Refunding Revenue Bonds, Series 1988, of the City Of Delray
Beach, Florida, dated September 1, 1988, originally issued in the
principal amount of $25,135,000.
K. "CAPITAL APPRECIATION BONDS" shall mean those Bonds
issued under this Resolution as to which interest is con~poul~ded peri-
odically on each of the applicable periodic dates designated for com-
pounding and payable in an amount equal to the then current Accreted
Value only at the maturity, earlier redemption or other payment date
therefor, all as so designated by subsequent proceedings of the City
Commission relating to the issuance thereof, and which may be either
Serial Bonds or Term Bonds.
L. "CAPITAL APPRECIATION AND INCOME BONDS" shall mean
any Bonds issued under this Resolution as to which accruing interest
is not paid prior to the Interest Com~aencement Date specified in the
resolution authorizing such Bonds and the Appreciated Value for such
Bonds is compounded periodically on certain designated dates prior to
the Interest Commencement Date for such Capital Appreciation and
Income Bonds, all as so designated by subsequent proceedings of the
City Commission relating to the issuance thereof, and which may be
either Serial Bonds or Term Bonds.
M. "CITY" shall mean the City of Delray Beach, Florida.
N. "CITY COMMISSION" shall mean the governing body of
the City.
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Res. No. 46-90
O. "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, ter~porary 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, as amended, by the
Treasury Department or Internal Revenue Service of the United
States.
P. "COMBINED PUBLIC UTILITY" shall mean the combined
Water System and Sewer System of the City.
Q. "CONSULTING ENGINEER" shall mean the engineering
firm or qualified engineer retained by the City to perform the acts
and carry out the duties provided for such Consulting Engineer in
this Resolution.
R. "CREDIT FACILITY" shall mean Bond Insurance, surety
bond, a letter of credit, line of credit, or such other instrument
that would enhance the credit of the Bonds.
S. "DEBT SERVICE RESERVE REQUIREMENT" shall mean an
amount required to be on deposit in the Debt Service Reserve Account,
which amount shall be determined by subsequent proceedings of the
City Commission, which amount shall not be less than the amount per-
mitted under the code. Such Debt Service Reserve Requirement, with
respect to the Bonds issued hereunder, may be satisfied in whole or
in part by obtaining a Reserve Account Credit Facility Substitute
with the requisite coverage.
T. "DEFEASANCE OBLIGATIONS" shall mean to the extent
permitted by law and acceptable to the Bond Insurer if the principal
of and interest on the Bonds is guaranteed under a Bond Insurance
Policy and such Bond Insurer is not in default under such policy or
acceptable to the Rating Agency or Agencies then rating the Bonds:
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Res. No. 46-90
(a) U. S. Obligations which are not callable
prior to maturity except by the holder thereof;
Cb) 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 pay-
ment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on
the maturity date or dates thereof or the redemption
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 char-
acter 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 redemp-
tion date or dates specified in the .irrevocable
instructions referred to in subclause (i) of this
clause (b), as appropriate; and
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Res. No. 46-90
(c) Evidences of ownership of proportionate
interests in future interest and principal payments on
obligations described ~n (a) held by a bank or trust
company as custodian.
U. "FACILITIES" shall mean ail the facilities of the
Combined Public Utility, and all parts thereof, and any facilities
which may hereafter be a part of the Combined Public Utility, or any
part thereof, by any additions, betterments, extensions, improvements
thereto, or property of any kind or nature, real or personal, tangi-
ble or intangible, hereafter constructed or acquired by the City.
V. "FISCAL YEAR" shall mean that period commencing on
October 1 and continuing to and including the next succeeding
September 30, or such other annual period as may be prescribed by
law.
w. "INTEREST COMMENCEMENT DATE" sba 1 1 mean , with
respect to any particular Capital Appreciation and Income Bond, the
date specified in the resolution providing for the issuance of such
Bonds (which date must be prior to the maturity date for such Bonds)
after which interest accruing on such Bonds shall be payable semi-
annually, with the first such payment date being the applicable
Interest Payment Date immediately succeeding such Interest
commencement Oate.
X. "INTEREST PAYMENT DATE" shall mean such dates of
each Fiscal Year on which interest on the Bonds is payable on Bonds
(other than Capital Appreciation Bonds and Capital Appreciation and
Income Bonds prior to the applicable Interest Co~encement Date) that
are then Outstanding and the date the principal of a Bond is to be
paid.
Y. "MAXIMUM ANNUAL DEBT SERVICE REQUIREMENT" shall
mean, at any time, the maximum amount required to be deposited in the
then current or any succeeding Fiscal Year into the Interest Account,
Principal Account and Bond Redemption Account, as provided in the
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Res. No. 46-90
Original Resolution and this Resolution. The amount of Term Bonds
maturing in any Fiscal Year which are subject to mandatory redemption
prior to their stated date of maturity by operation of the 0end
Redemption Account shall not be included in determining the Maxlmu~
Annual Debt Service Requirement in their final Fiscal Year of
maturity.
Z. MOODY'S shall mean Moody's Investors Service, Inc., a
corporation organized and existing under the laws of the State of
Delaware, its successors and their assig~ns, and, if such corporation
shall be dissolved or liquidated or shall no longer perform the func-
tions of a securities rating agency, "Moody's" shall be deemed to
refer to any other nationally recognized securities rating agency
designated by the City.
AA. "NET REVENUES" shall mean the Gross Revenues remain-
ing after deduction of Operating Expenses and shall also include
Special Assessments which the City Commission may elect, by subse-
quent proceedings, to pledge for the payment of principal of and
interest on any series of Bonds.
BB. "OPERATING EXPENSES" shall mean the expenses of
operation, maintenance and ordinary repairs of the ComDined PuDlic
Utility and its Facilities and shall include, without limiting the
generality of the foregoing, insurance premiums, administrative
expenses of the City relating solely to the Combined PuDlic Utility,
and such other reasonable expenses as shall be in accordance with
generally accepted accounting principles. "Operating Expenses" shall
not include any allowance for depreciation or any extraordinary items
arising from the early extinguishment of debt.
CC. ORIGINAL RESOLUTION shall mean, collectively,
Resolution No. 36-88 adopted by the City Commission on June 28, 1988,
as amended, supplemented and restated by Resolution No. 39-88 adopted
on July 12, 1988, as amended and supplemented.
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Res. No. 46-90
DD. "OUTSTANDING" shall mean, when used with reference
to the Bonds, as of any particular date, all Bonds theretofore, cr
thereupon beinq, 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 Article III, Section 4.F of this
Resolution: (iii) Bonds in lieu of or in substitution for which other
8onds shall have been authenticated and delivered by the Registrar
pursuant to any provision of this Resolution; (iv) Sonds 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.
EE. "PAYING AGENT" shall mean the bank or trust company
and any successor bank or trust company appointed by the City to act
as Paying Agent hereunder.
FF. "PERMITTED INVESTMENTS" shall mean (i) to the
extent permitted by law U.S. Obligations and (ii) all other invest-
ments permitted under the laws of Florida and acceptable to the Bond
Insurer, if any.
~. "PLEDGED IMPACT CHARGES" shall mean the charges
that may be imposed by the City on new users connecting to the
Combined P~blic Utility w~ich would represent a pro rata share of the
costs of a Project which are attributable to the increased demand
such additional connections create upon the Combined Public Utility,
which Project has been financed with the proceeds of the Bonds, and
which char~es the City has pledged to payment of the principal of and
interest on the Bonds. Pledged Impact Charges, however, shall not
include the installation charges i~posed by the City for the cost of
physically connecting into the City's Combined Public Utility
(including but not limited to the cost of excavation, plumbing,
installation of meters and landscaping).
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Res. No. 46-90
HH. "PROJECT" shall mean the cost of the construction
and acquisition of additions, extensions and improvements to the
Combined Public Utility of the City, consisting of, but not being
limited to odor abatement additions and modifications to the treat-
ment and disposal system operated by the Board and the acquisition of
any lands or interests therein or any other properties deemed neces-
sary or convenient therefor; engineering costs relating to the City's
water treatment plant conversion to lime softening; capitalization of
all or part of the Debt Service Reserve Account or, in lieu thereof,
payment of the premiums for a Reserve Account Credit Facility
Substitute: interest on the Bonds prior to, during and for one
year after completion of the Project; engineering costs, and legal
and financing fees and expenses: the costs of issuance of the Bonds;
expenses for estimates of costs and of revenues; expenses for plans,
specifications and surveys, administrative expenses relating solely
to such construction and acquisition; the premium for the Bond
Insurance Policy, if any; and such other costs and expenses neces-
sary, or incidental to the financing authorized by this Resolution
and for the payl~ent of any tem~Dorary obligations issued for the pur-
poses provided in this Resolution.
II. "RATING AGENCY" OR "AGENCIES" shall mean Moody's
and/or S&P, whichever shall have.a rating then in effect with respect
to the Bonds.
JJ. "REGISTRAR" "shall mean the bank or trust company
and any successor bank or trust company appointed by the City to act
as Registrar hereunder.
KK. "RESOLUTION" shall mean this water and Sewer Revenue
Bond Resolution, as from time to time may be amended and supplemented
in accordance with the terms hereof.
LL. "RESERVE ACCOUNT CREDIT FACILITY SUBSTITUTE" shall
mean any one of the facilities described in Section 6.D.4 of
Article III of this Resolution.
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Res. No. 46-90
~M. "REVENUES" OR "GROSS REVENUES" s h a 1 1 mea n al 1
rates, fees, charges, or other income, received by the City or any
agency thereof in control of the management and operation of the
Combined Public Utility, and all parts thereof, from the operation of
the. Combined Public Utility and shall also include the earnings and
investment income derived from the investment of moneys on deposit in
the various funds and accounts created and established under the
Original Resolution and continued and maintained under this
Resolution, which by the terms and provisions of the Original
Resolution and this Resolution are required to be deposited in the
Revenue Fund and the Interest Account, provided, however, that
Revenues shall not include (1) Pledged Impact Charges (2) Unpledged
Impact Charges (3) Special Assessments and (4) capital
contributions.
NN. "S&P" shall mean Standard & Poor's Corporation, a
corporation organized and existing u~der the laws of the State of New
York, its successors and their assigns, and, if such corporation
shall be dissolved or liquidated or shall no longer perform the func-
tions of a securities rating agency, "$&P" shall be deemed to refer
to any other nationally recognized securities rating agency desig-
nated by the City.
OO. "SERIAL BONDS" shall mean the Bonds of an issue
other than Term Bonds which shall be stated to mature annually.
PP. "SEWER SYSTEM" shall mean the complete sanitary.
sewer collection and transmission facility, any interests the City
may have in the Ocean Outfall System, and the City's one-half (1/2)
undivided interest in the treatment and disposal system and property
operated by the Board, as they now exist and as may hereafter be
improved and extended, consisting of all real and personal property
of every nature owned by the City and used or useful in the operation
thereof, whether within or without the City, except that the Sewer
System shall not include the ocesn Outfall System after the date on
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Res. No. 46-90
which the City shall have received payments from the Board for ~dne
use of the Ocean Outfall System totalling $1,155,646 in accordance
with the ter~s of the Ocean Outfall Agreement dated July 12, ~979
among the City, the Board and the City of Boynton Beach, Florida.
QQ. "SPECIAL ASSESSMENTS" shall mean, for each series
of Bonds additionally secured by Special Assessments, all proceeds
derived by the City from the special assessments levied against the
real property specially benefitted by the acql/isition and construc-
tion of a Project financed by such series of Bonds, including inter-
est collected on such special assessments and any penalties or moneys
received upon foreclosure of the liens of such special assessments.
RR. "TAX CERTIFICATE" shall mean the Tax Certificate as
to Arbitrage and Instructions as to Compliance with provisions of
Section 103(a) 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.
SS. "TERM BONDS" shall mean the Bonds of an issue which
shall be stated to mature on one date and for the amortization of
which mandatory payments are required to be made into the Bond
Redemption Account in the Sinking Fund.
TT. "UNPLEDGED IMPACT CHARGES" shall mean the charges
that may be imposed by the City on new users connecting to the
Combined Public Utility which would represent a pro rata share of the
costs of any Project which are attributable to the increased demand
such additional connections created upon the Combined Public Utility,
which Project may or may not be financed with the proceeds of the
Bonds, but in any event, such charges are not pledged to the payment
of the Bonds. Unpledged Impact Charges, however, shall not include
the installation charges imposed by the City for the cost of
physically connecting into the City's Combined Public Utility
1-16
Res. No. 46-90
(including but not limited to the cost of excavation, plumbing,
installation of meters and landscaping).
UU. "U. S. OBLIGATIONS" shall mean the direct obliga-
tions of, or obligations on ,which the timely payment of principal and
interest are unconditionally guaranteed by the United States of
America, and, if determined by subsequent proceedings of the City
Commission, certificates which evidence ownership of the right to the
payment of the principal of, or interest on, such obligations.
W. "VARIABLE RATE BONDS" shall mean Bonds issued with
a variable, adjustable, convertible or other similar rate which is
not fixed in percentage for the entire term thereof at the date of
issue.
WW. "WATER SYSTEM" shall mean the complete waterworks
plant and system, within and without the City, now o~ed by the City,
or hereafter constructed or acquired, including all improvements,
extensions, and additions thereto hereafter constructed or acquired,
together with all lands or interest therein, plants, buildings,
machinery, franchises, pipes, fixtures, equipment and all property,
real or personal, tangible or intangible, now or hereafter owned or
used by the City in connection therewith.
Words importing the singular number shall include the
plural number in each case and vice versa, and words importing per-
sons shall include firms and corporations.
SECTION 4. ORIGINAL RESOLUTION AND THIS RESOLUTION
CONSTITU~Iq~S COt~TRACT. 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 Original Resolution and 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 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,
1-17
Res. No. 46-90
or distinction of any of the Bonds over any other thereof except as
expressly provided therein and herein.
1-18
Res. No. 46-90
ARTICLE II
AUTHORIZATION, TE~N~, EXECUTION AND
REGISTRATION OF BOND~
SECTIO~ 1. AU~'HO~tIZATION OF BO~. Subject and pursuant to
the provisions of this Resolution, obligations of the City to be
known as "Water and Sewer Revenue Bonds" are hereby authorized to be
issued in the aggregate principal amount of not exceeding EIGHT
MILLION DOLLARS ($8,000,000) for the purpose provided in Article I,
Section 2.H of this Resolution. The Bonds authorized by this
Resolution may be issued all at one time or in part, from time to
time, as the City Commission may in its discretion hereafter deter-
mine by subsequent resolution; subject to the requirements of Part I,
Article III, Section 4.G of the Original Resolution.
SECTION 2. DESCP~IPTION OF ~. The Bonds shall be issued
in registered form, shall be in the denomination of $5,000 each, or
any integral multiple thereof, provided, however, (i) if such Bonds
are Capital Appreciation Bonds then in $5,000 maturity amounts or in
$5,000 multiples thereof and (ii) Capital Appreciation and Income
Bonds, which may be issued in any denomination, as long as their
Appreciated Value at maturity shall be $5,000 or any integral multi-
ple thereof; and shall mature on suc/~ dates in such years and in such
amounts, all as provided by subseq~/ent proceedings of the City
Commission. Principal shall be payable at the principal 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 at the close of b~siness on the fifteenth day of the
calendar month preceding each Interest Payment Date or the date of
selection of Bonds for redemption; provided, however, that if such
II-1
Res. No. 46-90
15th day is a Saturday, Sunday or holiday, then to the registered
Holder and at the registered address shown on the registration books
of the City maintained by the Registrar at the close of business on
the day next p~eceding such ~Sth day of the month which is not 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,
except for (i) Capital Appreciation Bonds which shall bear interest
as described under the defined term Accreted Value, payable only upon
redemption or maturity thereof and (ii) Capital Appreciation and
Income Bonds which shall bear interest as described under the defined
term Appreciated Value, such interest payable on the principal amount
due at maturity but only from and after the Interest Commencement
Date. 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 City. Bonds authenticated subsequent
to the first Interest Payment Date shall beer 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 15-day period preceding an 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 parsons 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 on April 1 and October 1 of each year, except
II-2
Res. No. 46-90
that (i) interest on any Capital Appreciation Bonds shall be paid
only at maturity or upon redemption prior to maturity in the amount
determined by reference to the Accreted Value, and (ii) interest on a
capital Appreciation and Income Bond shall be payable semiannually on
April 1 and October 1 of each year only after the Interest
Commencement Date.
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 Bonds issued hereunder may be Serial Bonds or Term
Bonds and such Term Bonds may be Variable Rate Bonds, and such Bonds
issued hereunder may be Capital Appreciation Bonds and Capital
Appreciation a~d Income Bonds as determined by subsequent proceedings
of the City Commission.
The payment of principal of and interest on the Bonds may,
in addition to the Net Revenues, be secured by Bond Insurance or
other Credit Facility and/or Pledged Impact Charges, all as shall be
determined by subsequent proceedings of the City Commission.
SECTION 3. ~D~ION ~VISI~. 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 pro-
ceedings of the City Commission.
SECTION 4. EX~L~FION OF ~0~. The Bonds shall be executed
in the name of the City by the signature of the Mayor and its offi-
cial seal shall be affixed thereto or imprinted or reproduced thereon
and attested by the City Clerk. The signatures of said Mayor and
Clerk on the Bonds may be manual or facsimile signatures. 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 of the City before the
Bonds so signed and sealed shall have been actually sold and
delivered, such Bonds may nevertheless be sold and delivered as
II-3
Res. No. 46-90
herein provided and may be issued as if the person who signed or
sealed such Bonds had not ceased to hold such office. Any Bond may
be signed and sealed on behalf of the City by such person who at the
actual time of the execution of such Bond shall hold the proper
office, although at the date such Bonds shall be actually delivered
such person may not have held such office or may not have been so
authorized.
The Bonds shall bear thereon a certificate of authentica-
tion, in the form set forth in Section 8 of this Article, executed
manually by the Registrar. Only such Bonds as shall bear thereon
such certificate of authentication shall be entitled to any right or
benefit under this Resolution and no Bond shall be valid or obliga-
tory for any purpose until such certificate of 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 con-
clusive evidence that the Bond so authenticated has been duly authen-
ticated and delivered under this Resolution and that the Holder
thereof is entitled to the benefits of this Resolution.
If the Bonds are validated as directed by the City
Commission, the validation certificate on the Bonds shall be signed
with the facsimile signatures of the present or any future Mayor and
Clerk, as aforesaid, and the City may adopt and use for that purpose
the facsimile signature of any person who shall have been such Mayor
and Clerk at any time on or after the date of the Bonds, notwith-
standing that he or she may have ceased to be such Mayor or Clerk at
the time when said Bonds shall be actually delivered.
SECTION 5. N[~.~)TIA~ILITY, R~GISTRATI(~ AND ~TI0~. At
the option of the registered Holder thereof and upon surrender
thereof at the principal COrl0orate trust office of the Registrar with
a written instrument of transfer satisfactoz7 to the Registrar duly
executed by the registered Holder or his duly authorized attorney and
upon payment by such Holder of any charges which the Registrar may
II-4
Res. No. 46-90
make as provided in this Section, the Bonds may be exchanged for
Bonds of the same series, interest rate 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 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 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 Paying Agent and the Registrar may 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 receiv-
ing payment of, or on account of, the principal of 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 Paying Agent nor the Registrar 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
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
II-5
Res. No. 46-90
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 of 15 days next preceding an 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 Term Bond is redeemed
or defeased, the City shall execute and the Registrar shall authenti-
cate and deliver, upon the surrender of such Term Bond, without
charge to the Bondholder, for the unpaid balance of the principal
amount of such Term Bond so surrendered, a registered Term Bond in
the appropriate denomination and interest rate.
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.
SECTION 6. BO~]~ MUTII~TED, DESTROYED, STO~ OR I&~T. 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
II-6
Res. No. 46-90
matured or have been called for redemption, instead of issuing a
duplicate Bond, the City may pay t~e 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 5 of this Article.
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 from the Net Revenues derived from
the operation of the Combined ~ublic Utility and the Pledged Impact
Charges, if any are so pledged here~der, with all other Bonds issued
hereunder.
SECTION 7. PREPARATION OF DEFINITIVE BONDS; TI~NPORAR¥
BONDS. The definitive Bonds shall be lithographed or printed on steel
engraved borders. Until the definitive Bonds are prepared, the Mayor
and the City Clerk may execute a~d the Registrar may authenticate, in
the same manner as is provided in Section 4 of this Article II, and
deliver, in lieu of definitive Bo~ds, but s~bject to the same provi-
sions, limitations and conditions as the definitive Bonds, one or
more printed, lithographed or typewritten temporary fully registered
Bonds, substantially of the tenor of the definitive Bonds in lieu of
which such temporary Bond or Bonds are issued, in authorized denomi-
nations or any integral multiple thereof, and with such omissions,
insertions and variations as may be appropriate to such temporary
Bonds. The City, at its own expense, shall prepare and execute and,
upon the surrender at the corporate trust office of the Registrar of
such temporary Bonds for which no payment or only partial payment has
been provided, for exchange and the cancellation of such surrender
temporary Bonds, the Registrar shall authenticate and, without charge
II-7
Res. No. 46-90
to the Holder thereof, deliver in exchange therefor, at the principal
corporate trust office of the Registrar, definitive Bonds of the same
aggregate principal amount, interest rate and maturity as the tempo-
rary Bonds surrendered. Until so exchanged, the temporary Bonds
shall in all respects be ~ntitled to the same benefits and security
as definitive Bonds issued pursuant to this Resolution.
SECTION 8. FO~N OF BO{~D~. The text of the Bonds shall be of
substantially the following tenor, with such omissions, insertions
and variations as may be necessary and desirable:
(Form of Bond)*
* The text of the Bonds shall be of substantially the tenor set
forth below. Provisions of the Bonds may be set forth on the
back of the Bonds and shall for all purposes have the same
effect as if set forth on the front of the Bonds.
(Face of Bond with certain provisions applicaDle to a Capital
Appreciation Bond or a Capital Appreciation and Income Bond as
indicated)
No. R $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE BOND
SERIES
Interest Maturity Dated
Rate Date Date CUSIP
Registered Owner:
Principal Amount:
II-B
Res. No. 46-90
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Palm Beach County, Florida (the "City"), for value received,
hereby promises to pay, from the Net Revenues and Pledged Impact
Charges [if so pledged by the City], hereinafter mentioned, to the
Registered Owner or registered assigns on the Maturity Date specified
above, upon the presentation and surrender hereof at the principal
corporate trust office of , as paying agent (said
and any bank or trust company becoming successor paying
agent being herein called the "Paying Agent"), the Principal Amount
stated hereon with interest thereon at the Interest Rate stated
above, payable on the first day of and of each
year until the City's obligation with respect to the payment of such
Principal Amount shall be discharged. Interest on this Bond is pay-
able by check or draft of the Paying Agent made payable to the regis-
tered owner and mailed to the address of the registered owner as such
name and address shall appear on the registration books of the City
maintained by , as Registrar (said . ,
and any successor Registrar being herein called the "Registrar") at
the close of business on the fifteenth day of the calendar month pre-
ceding each interest payment date or the date on which the principal
of a Bond is to be paid or the date of selection of Bonds to be
redeemed; provided, however, that if such fifteenth day is a
Saturday, Sunday or holiday, then to the registered owner and at the
registered address shown on the registration books of the City main-
tained by the Registrar at the close of business on the day next pre-
ceding such fifteenth day of the month which is not a Saturday,
Sunday or holiday (the "Record Date"); provided further, however,
that payment of interest on the Bonds may, at the option of any
Holder of Bonds in an aggregate principal amount of at least
$1,000,000, be transmitted by wire transfer to the Holder to the ban~
account number on file with the Paying Agent as of the Record Date.
Such interest shall be payable from the most recent interest payment
II-9
Res. No. 46-90
date next preceding the date hereof to which interest has been paid,
unless the date hereof is an __ 1 or 1 to which inter-
est has been paid, in which case from the date hereof, or unless the
date hereof is prior to 19__, in which case from
, 19__, or unless the date hereof is between a Record Date
and the next succeeding interest payment date, in which case from
such interest payment date; provided, however, that if and to the
extent there is a default in the payment of the interest due on such
interest payment date, such defaulted interest shall be paid to t~e
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. The Principal Amount and accrued interest thereon is payable
in any coin or currency of the United States o~ America, which, on
the date of payment thereof, shall be legal terrier for the payment of
public and private debts.
II-10
Res. No. 46-90
{The following is applicable to Capital Appreciation Bonds only]
No.
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE BOND
SERIES
Interest Maturity Dated
Rate Date Date CUSIP
Registered
Owner:
Principal ~mount: $__ per $5,000 Amount Due at
Maturity
Amount Due
at Maturity:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Palm Beach County, Florida, (the "City"), for value received,
hereby promises to pay from the Net Revenues and Pledged Impact
Charges [if so pledged by the City], hereinafter mentioned, to the
Registered Owner or registered assigns on the Maturity Date specified
above, upon presentation and surrender hereof at the principal corpo-
rate trust office of , , as paying agent (said
and any bank or trust company to become successor
paying agent being herein called the "Paying Agent"), the Amount Due
at Maturity (stated above), constituting the Principal Amount per
$5,000 Amount Due at Maturity (stated above) and interest thereon at
the Interest Rate {stated above) from the Dated Date (stated above)
compounded on __ and thereafter on __ and , of each year
until payment of said maturity amount or upon earlier redemption, as
set forth on the reverse side hereof, payl~ent to be made at the
Accreted Value as of the date of redemption or other date of
II-11
Res. No. 46-90
payment. The ,,Accreted Value" of this Bond shall mean, as of any
date of computation, an amount equal to t~e principal amount hereof
plus the compounded interest accrued hereon to the 1 or
1 next preceding the date of computation or the date of
computation if a 1 or 1, plus, if such date of
computation shall not be a 1 or 1, a portion of
the difference between the Accreted Value as of the immediately pre-
ceding 1 or 1 (or the Dated Date if the date of
computation is prior to , 19~ and the Accreted Value as of
the immediately succeeding 1 or 1, calculated
based upon the assumption that Accreted Value accrues during any
semiannual period in equal daily amounts on the basis of a year of
twelve 30-day months. The Accreted Value per $5,000 maturity amount
of this Bond on each 1 or 1 is set forth in a
table on the reverse hereof. The table should not be construed as a
representation as to the market value of this Bond at any time in the
future but may bear a relationship to the a~ount of tax-exempt inter-
est and taxable gain with respect to this Bond if sold prior to
maturity.
II-12
Res. No. 46-90
[The following is applicable to Capital Appreciation and Income
Bonds only]
No. { $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELRAY BEACH
WATER AND SEWER REVENUE BOND
SERIES
INTEREST MATURITY DATED
RATE DATE DATE CUSIP
REGISTERED
OWNER:
PRINCIPAL AMOUNT: $ PER $5,000 AMOUNT DUE AT
MATURITY
AMOUNT DUE
AT MATURITY:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray
Beach, Palm Beach County, Florida, (the "City"), for value received,
hereby promises to pay from the Net Revenues and Pledged Impact
Charges {if so pledged by the City], hereinafter mentioned, to the
Registered Owner or registered assigns on the Maturity Date specified
above, upon presentation and surrender hereof at the principal corpo-
rate trust office of , as paying agent (said
and any bank or trust company to become successor
paying agent being herein called the "Paying Agent"), the Amount Due
at Maturity (stated above), constituting the Principal Amount (stated
above) per $5,000 Amount Due at Maturity and interest thereon at the
Interest Rate (stated above) from the Dated Date (stated above), com-
pounded on each 1 and 1 during the period from
the Dated Date (stated above) to , (the "Interest
Commencement Date"). The City further promises to pay to the
Registered Owner hereof by check or draft of the Paying Agent made
II-13
Res. No. 46-90
payable to the registered owner and, mailed to such registered owner
at the address shown on the registration books of the City kept for
that purpose at the principal corporate trust office of , as
Registrar (said and any successor Registrar being herein
called the "Registrar") as of the fifteenth day of the month preced-
ing such interest payment date, interest on the Amount Due at
Maturity from the Interest Commencement Date, at the rate per annum
equal to the Interest Rate (stated above), payable on the first days
of and in each year (co~m~encing ~,
), until the City's obligation with respect to the payment of
such Amount Due at Maturity shall be discharged. Upon earlier
redemption or other payment prior to the Interest Co~encement Date,
as set forth on the reverse hereof, payment shall be made at the
Appreciated Value as of the date of redemption or other payment of
this Bond. The "Appreciated Value" of this Bond shall mean (i) as of
any date of computation up to and including, 1, , an
amount equal to the Principal Amount hereof plus the interest accrued
thereon to the 1 or 1 next preceding the date
of computation or the date of computation if a 1 or
1, plus, if such date of computation shall not be a
1 or 1, a portion of the difference between the
Appreciated Value as of the immediately preceding 1 or
1 (or the Dated Date if the date of computation is prior
to 1, 19 ) and the Appreciated Value as of the immedi-
ately succeeding 1 or 1, calculated based upon
an assumption that Appreciated Value accrues during any semi-annual
period in equal daily amounts on the basis of a year of twelve 30-day
months, and (ii) after the Interest Commencement Date, the
Appreciated Value at the Interest Commencement Date. The Appreciated
Value per $5,000 Amount Due at Maturity of this Bond on each
1 and 1 is set forth in a table on the reverse
hereof. Upon redemption or ot/~er payment su~se~/ent to the Interest
II-14
Res. No. 46-90
Commencement Date and prior to the Maturity Date in accordance with
the provisions set forth on the reverse hereof, payment of this Bond
shall be made in an amount equal to the Amount Due at Maturity plus
any applicable premium plus accrued and unpaid interest on suc~
Amo.unt Due at Maturity.
The following is applicable to all Bonds:
This Bond is one of an authorized issue of Bonds of the
City designated as its Water and Sewer Revenue Bonds, Series
(herein called the "Bonds"), in the aggregate principal amount of
$ of like date, tenor, and effect, except as to number,
date of maturity and interest rate, issued for the purpose of paying
the cost of the Project (as defined in the Resolution hereinafter
referred to) under the authority of and in full compliance with the
constitution, the City Charter, as amended and supplemented, and
Statutes of the State of Florida, including particularly Chapter 166,
Florida Statutes, as amended and supplemented and other applicable
provisions of law, and a resolution duly adopted by the City
Commission on , 1990, as amended and supplemented
(herein referred to as the "Resolution"), and is subject to all the
terms and conditions of the Resolution.
This Bond is payable from and secured by a lien upon and
pledge of the Net Revenues, as defined in the Resolution, derived
from the operation of the City's combined P~blic Utility, as defined
in the Resolution, and the Pledged Impact Charges, as defined in the
Resolution [if so pledged by the city], all in the manner provided in
the Resolution. The full faith and credit of the city is not pledged
for the payment of this Bond and this Bond does not constitute an
indebtedness of the City within the meaning of any Constitutional,
statutory or other provision or limitation; and it is expressly
agreed by the Holder of this Bond that such Holder shall never have
II-15
Res. No. 46-90
the right to require or compel the exercise of the ad valorem taxing
power of the City for the payment of the principal of and interest on
this Bond or the making of any sinking fund or reserve payments pro-
vided for in the Resolution.
It is further agreed between the City and the Holder of
this Bond that this Bond and the obligation evidenced thereby shall
not constitute a lien upon the City's Combined Public Utility, or any
part thereof, or on any other property of or in the City, but shall
constitute a lien only on the Net Revenues derived from the operation
of the City's combined Public Utility and the Pledged Impact Charges
[if so pledged by the City], all in the manner provided in the
Resolution.
The lien of the Holders of the Bond~ of the issue of which
this Bond is one on the Net Revenues derived from the operation of
the City's Co~bined Public Utility and the Pledged Impact Charges [if
so pledged by the City] shall rank equally with the lien on such Net
Revenues of the Holders of the 1988 Bonds, issued pursuant to the
Original Resolution, as defined in the Resolution, and any uari oassu
additional obligations hereinafter issued by the City within the
terms, restrictions and limitations contained in the Original
Resolution. The Holders of the Bonds of the issue of which this Bond
is one and the holders of the 1988 Bonds, and of the Holders of any
pari DaSSU additional obligations hereinafter issued by the city
within the terms, restrictions, and limitations contained in the
Original Resolution, shall jointly have a lien on the Net Revenues
derived from the operation of the Combined Public Utility and the
Pledged Impact Charges [if so pledged by the City], which lien shall
be prior and superior to all other liens or encumbrances on such Net
Revenues and Pledged Impact Charges [if so pledged by the City].
The City has covenanted in the Resolution that in each
Fiscal Year it will fix, establish and maintain such rates and
collect such fees, rentals or other charges for the services and
II-16
Res. No. 46-90
facilities of its Combined Public Utility and revise the same from
time to time whenever necessary, as will always provide in each
Fiscal Year, Net Revenues which shall be adequate to pay at least one
hundred ten percent (110%) of the Annual Debt Service Requirement (as
defined in the Resolution) for the Bonds and any pari passu addi-
tional Bonds hereafter issued; and that such Net Revenues shall be
sufficient to make all of the payments required by the terms of the
Resolution and that such rates, fees, rentals or other charges shall
not be so reduced so as to be insufficient for such purposes.
The original registered owner, and each successive 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 maintain the books of the City for
the registration of Bonds and for the registration of transfers of
Bonds as provided in the Resolution. The Bonds shall be transferable
by the registered owner thereof in person or by his attorney duly
authorized in writing only upon the boo~s of the City maintained by
the Registrar and only upon surrender hereof together with a written
instrument of transfer satisfactory to the Registrar duly executed by
the registered owner or his duly authorized attorney. Upon the
transfer of any such Bond, the City shall issue in the name of the
transferee a new Bond or Bonds.
(2) The City, the Paying Agent and the Registrar may 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
II-17
Res. No. 46-90
the City, the Paying Agent, nor the Registrar shall be affected by
any notice to the contrary.
(3) At the option of the registered owner thereof and upon
surrender hereof at the principal corporate trust office of the
Registrar ~ith 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 interest
rate and maturity of any other authorized denominations.
(4) In all cases in which the privilege of exchanging
8onds or transferring Bonds is e~ercised, the City shall execute and
the Registrar shall authenticate and deliver Bonds in accordance with
the provisions of the Resolution. There shall De 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 of 15 days next preceding
an interest payment date on such Bonds or 15 days next preceding any
selection of Bonds to be redeemed or thereafter until after the mail-
ing of any notice of redemption; or (b) to transfer or exchange any
Bonds called for redemDtion. 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 appro-
priate denomination and interest rate.
This Bond shall not be valid or obligatory for any purpose
until the certificate of authentication set forth hereon shall have
been duly executed by the Registrar.
II-18
Res. No. 46-90
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 for~ and time as
required by the Laws and Constitution of the State of Florida appli-
cable thereto, and that the issuance of this Bond, and of the issue
of Bonds of which this Bond is one, is in full compliance with all
constitutional or statutory limitations or provisions.
II-19
Res. No. 46-90
IN WITNESS WHEREOF the City of Delray Beach, Florida, has
issued this Bond and has caused the same to be executed by the manual
or facsimile signature of its Mayor and the corporate seal of the
City to be affixed hereto or lithographed or imprinted or reproduced
hereon, and attested by the manual or facsimile signature of the City
Clerk of the City, all as of the Dated Date.
CITY OF DELRAY BEACH, FLORIDA
By
Mayor
(SEAL)
Attest:
City Clerk
(FORM OF CERTIFICATE OF AUTHENTICATION)
Date of Authentication:
This Bond is one of the Bonds delivered pursuant to the
within mentioned Resolution.
as Registrar
By
Authorized Officer
II-20
Res. No. 46-90
(FORM OF VALIDATION CERTIFICATE)
!INSERT tF BONDS ARE VALIDATED]
This ~ond is one of a series of Bonds which were validated
by judgment of the Circuit Court of Palm Beach County, Florida,
rendered on the __ day of , 199__.
Mayor
City Clerk
II-21
Res. No. 46-90
[For Capital Appreciation Bonds only]
AC~RETED VALUE PER $5,000 MATURITY AMOUNT
Accreted Accreted
Date Value Date Value
II-22
Res. No. 46-90
'For Capital Appreciation and Income Bonds only]
APPRECIATED VALUE PER $5,000 .MATURITY AMOUNT
Appreciated Appreciated
Date Value Date Value
II-23
Res. No. 46-~0
[The following paragraph is applicable to Capital
Appreciation Bonds only]
The Capital Appreciation Bonds, of which this Bond is one,
pay principal and compound accrued intersst only at maturity or upon
prior redemption or acceleration. For the purposes of (i) receiving
payment of the redemption price if a Capital Appreciation 8ond is
redeemed prior to maturity, or (ii) computing the amount of Sonds
held by the registered owner of a Capital Appreciation Bond in giving
to the City any notice, consent, request, or demand pursuant to the
Resolution for any purpose whatsoever, or (iii) computing the amount
of Bonds to be redeemed and the selection of Bonds to be redeemed,
the principal amount of a Capital Appreciation Bond shall be deemed
to be its Accreted Value.
[The following paragraph is applicable only to Capital
Appreciation and Income Bonds]
For the purposes of (i) receiving payment of the redemption
price if a Capital Appreciation and Income Bond is redeemed prior to
maturity, or (ii) computing the amount of Bonds held by the regis-
tered owner of a Capital Appreciation and Income Bond in giving to
the City any notice, consent, request or demand pursuant to the
Resolution for any purpose whatsoever, the principal amount of a
Capital Appreciation and Income Bond shall be deemed to be its
Appreciated Value.
II-24
Res. No. 46-90
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 registra-
tion thereof, with full power of substitution in the premises.
Dated:
In the presence of:
[STATEMENT OF INSURANCE, if any]
II-25
Res. No. 46-90
ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 1. THE BONDS ON PARITY WITH THE 1988 BONDS. The
Sonds shall be on a parity and rank equally as to t~e lien on, and
source and security for payment from, the Net Revenues derived from
operation of the Combined PuDlic Utility and, in all other respects,
with the 1988 Bonds and any pari passu additional obligations herein-
after issued pursuant to and within the terms, limitations and condi-
tions contained in Section 4.G of Article III, Part I, of the
Original Resolution.
SECTION 2. BONDS NOT TO BE INDEBTEDNESS OF THE CITY. The
Bonds shall not be and shall not constitute an indebtedness of the
City within the meaning of any constitutional, statutory, charter or
other limitation of indebtedness, but shall be payable solely from
the Net Revenues derived from the operation of the Combined PuDlic
Utility, as provided in the Original Resolution and this Resolution.
No Holder or Holders of any Bonds issued hereunder shall ever have
the right to compel the exercise of the ad valorem taxing power of
the City, or taxation in any form of any real property therein to pay
the Bonds or the interest thereon.
SECTION 3. T~ BONDS SEC~ED BY T~ ORIGINAL RESOLUTIO~.
The Bonds shall be deemed to have been issued pursuant to the
Original Resolution, as fully and to the same extent as the 1988
Bonds, and, except as otherwise provided herein, all of the covenants
and agreements contained in the Original Resolution shall be deemed
to have been made for the benefit of the holders of the Bonds, and of
any pari passu additional obligations hereafter issued within the
terms, limitations and conditions contained in Section 4.G of
Article III, Part I, of the Original Resolution, as fully and to the
same extent as the holders of the 1988 Bonds.
Ail of the covenants, agreements, and provisions of the
Original Resolution shall be dee~ed to be part of this Resolution to
III-1
Res. No. 46-90
the same extent as if incorporated verbatim in this Resolution, and
shall be fully enforceable in the manner provided in the Original
Resolution by any of the holders of the Bonds, except as otherwise
provided herein.
SECTION 4. BONDS SECURED BY PLEDGE OF NET REVENUES AND
ADDITIONAL SECURITY OF SPECIAL ASSESSMENTS AND PLEDGED IMPACT
CHARGES. The payment of the principal of and interest on all of the
Bonds issued hereunder shall be secured forthwith equally and ratably
by a first lien on and pledge of the Net Revenues derived from the
operation of the Combined Public Utility. The Net Revenues derived
from the operation of the combined Public Utility in an amount suffi-
cient to pay the principal of and interest on the Bonds herein autho-
rized and to make the payments into the reserve and sinking fund and
all other payments provided for in the Original Resolution and this
Resolution, are hereby irrevocably pledged to the payment of the
principal of and interest on the Bonds authorized herein, and other
payments provided for herein, as the same become due and payable. In
addition, the City may by subsequent resolution of the City
Commission elect to pledge Special Assessments for the payment of
principal of and interest on any series of Bonds authorized under
this Resolution. If the City makes such election, the Special
Assessments so pledged shall be treated for all purposes under this
Resolution as Net Revenues, except as otherwise provided in the
Original Resolution. The city may also, by subsequent proceedings of
the City Commission, elect to pledge Pledged Impact Charges for the
payment of principal of and interest on any series of Bonds.
SECTION 5. APPLICATION OF BOND PROCEEDS. All moneys
received by the City from the sale of the Bonds originally authorized
and issued pursuant to the Resolution shall be disbursed as follows:
A. The accrued interest derived from the sale of the
Bonds shall be deposited in the Interest Account, created and
III-2
Res. No. 46-90
established under the Orlginai Resolution, and used for the purpose
of paying interest on the Bonds as the same becomes due and payable.
B. From the proceeds of the Bonds there may be deposited
in the Debt Service Reserve Account, created and established under
the Original Resolution, such amount as shall be determined by subse-
quent proceedings of the City Commission.
C. The balance of the proceeds of the Bonds which
together with any other moneys lawfully available therefor (such
amounts to be determined by subsequent proceedings of the City
Commission) shall be deposited into a "Const~action Fund" hereby cre-
ated and established. No withdrawals shall be made from the
Construction Fund (except from the Funded Interest Account hereby
created and established in the Construction Fund for the payment of
interest on the Bonds prior to, during and for one (1) year after the
completion of the Project in such amounts as the City Commission
shall hereafter determine by subsequent proceedings, legal, financial
and engineering expenses and fees, and expenses and fees in connec-
tion with the issuance of the Bonds) without the receipt of a written
requisition executed by the City Manager or his or her designee,
specifying the purpose for which such withdrawal is to be made and
certifying that such purpose is one of the purposes provided for in
this Resolution. Amounts on deposit in the Funded Interest Account
shall be transferred to the Interest Account at such times and in
such amounts as shall be determined by the Finance Director of the
City. If, for any reason, the moneys in said Construction Fund, or
any part thereof, are not necessary for, or are not applied to the
purposes provided in this Resolution, then such unapplied proceeds,
upon certification of the City Manager or his or her designee that
such surplus proceeds are not needed for the purposes of the
Construction Fund, shall be deposited in the following manner and
order of priority:
III-3
Res. No. 46-90
First, to the Debt Service Reserve Account in the Sinking
Fund, to the full extent necessary to make the amount then on deposit
therein equal to Maximum Annual Debt Service Requirement;
Second, to the Interest Account, Principal Account or Bond
Redemption Account in the amounts determined by subsequent proceed-
ings of the City Commission; and
Third, the balance, if any, to the Renewal, Replacement and
rmprovement Fund.
The moneys deposited in the Construction Fund may, pending
their use for the purposes provided in this Resolution, be temporar-
ily invested in Permitted Investments maturing not later than the
dates on which such moneys will be needed for the purposes of the
Construction Fund. All the earnings from such investments shall
remain in and become a part of said Construction Fund and be used for
the purposes of the Construction Fund.
The proceeds of the sale of the Bonds shall be and consti-
tute trust funds for the purposes hereinabove provided and t~ere is
hereby created a lien upon such moneys, until so applied, in favor of
the Holders o~ said Bonds.
SECTION 6. 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, Principal Account, Bond
Redemption Account and the Debt Service Reserve Account, created and
established under the Original Resolution and continued and main-
tained under this Resolution, a sum sufficient to pay, when due, the
entire principal of the Bonds re~aining unpaid, together with inter-
est accrued and to accrue thereon, or until the provisions of
Article III, Section 6.F 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:
III-4
Res. No. 46-90
A. TAX COVENANT. 1. The City covenants to comply with
each requirement of the Code, and any successor provisions thereto,
necessary to maintain tl~e exclusion of t~e 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 provi-
sions of the Tax Certificate executed by the city on the date of ini-
tial 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 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 funds and accounts established under the Original
Resolution and continued and maintained 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 exclu-
sion 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 Article III, Section 6.F of the Resolution.
B. RATES. The City, in each Fiscal Year, will fix,
establish and maintain such rates and collect such fees, rentals or
other charges for the services and Facilities of its combined Public
Utility, and revise the same from time to time whenever mecessary, as
will always provide in each Fiscal Year Net Revenues, which shall be
adequate to pay at least one hundred ten percent (110%) of the Annual
Debt Service Requirement for the Bonds and any pari passu additional
Bonds hereafter issued; and that such Net Revenues shall be
sufficient to make all of the payments required by the terms of the
Original Resolution and this Resolution, amd that such rates, fees,
III-5
Res. No. 46-90
rentals or other charges shall not be so reduced so as to be
insufficient for such purposes.
c. MAINTENANCE OF FUNDS AND ACCOUNTS CREATED UNDER THE
ORIGINAL RESOLUTION. The Combined Public Utility Revenue Fund, the
Water and Sewer Sinking Fund, consisting of four (4) separate
accounts, namely the Interest Account, the Principal Account, the
Bond Redemption Account and the Debt Service Reserve Account, the
Water and Sewer System Renewal, Replace~nt and Improvement ~und and
the Pledged Impact Charge Fund, all created and established pursuant
to the Original Resolution, shall be continued and maintained as pro-
vided in this Resolution as long as any of the Bonds, or interest
thereon, are outstanding and unpaid.
D. DISPOSITION OF NET R~S AND PLEDGED IMPACT CH~ES,
IF ANY. The Revenues at any time on deposit in the Revenue Fund
shall be disposed of only in the following manner:
1. Revenues shall be used, to the full extent necessary,
to pay Operating Expenses that are due and payable during the current
calendar month.
2. Subject to the terms and provisions of the Original
Resolution, Net Revenues shall next be used, to the full extent nec-
essary, for deposit into the Interest Account in the Sinking Fund, as
provided in the Original Resolution, and the amount of such Net
Revenues shall be increased, on the fifteenth (15th) day of each
month, begiru~i~g with the fifteenth (15th) day of the first full cal-
endar month following the date on which any or all of the 8onds are
delivered to the purchaser thereof, such s~ as shall be sufficient
to pay one-six~ (1/6th) of the interest becoming due on the Bonds on
the next semiannual Interest Payment Date, provided, however, that
such monthly deposits for interest shall not be required to be made
into the Interest Account to the extent that money is on deposit
therein for such purpose and, provided fuz~cher, that in the event the
city has issued pari passu additional Variable Rate Bonds p%Lrsu~t to
III-6
Res. No. 46-90
the provisions of this Resolution and the Original Resolution, Net
Revenues shall be deposited at such other or additional times and
amounts as necessary; to pay the interest becoming due on the Bonds on
the next Interest Payment Date, all in the manner provided in the
supplemental resolution authorizing such pari passu additional
Variable Rate Bonds.
The earnings and investment income derived from the moneys
and investments on deposit in the Principal Account, the Sond
Redemption Account and the Debt Service Reserve Account, which are to
be deposited in the Interest Account as required by the terms of the
original Resolution and this Resolution, shall be credited against
the amount of Net Revenues required to be deposited in the Interest
Account.
In the event that the period to elapse between the date of
the delivery of the Bonds and the next semiannual Interest Payment
Date will be less or more than six (6) months, then such monthly pay-
ments shall be increased or decreased accordingly in sufficient
amounts to provide the required semiannual interest amount maturing
on the next Interest Payment Date.
3. Net Revenues shall next be used, to the full extent
necessary,
(a) for the monthly required deposits in the
Principal Account in the sir~ing Fund, as provided in
the Original Resolution, and the amount of such Net
Revenues shall be increased on the fifteenth (15th)
day of each month in each year, one twelfth (1/12th)
of the principal amount or Accreted Value of the
Serial Bonds which will mature and become due on the
next annual maturity date, as shall be determined by
subsequent proceedings of the City Co~ission. In the
event the period to elapse between the date of
delivery of the 8onds and the next principal payment
III-7
Res. No. 46-90
date will be less or more than twelve (12) months,
then such monthly payments shall be increased or
decreased accordingly in sufficient amotLnts to provide
the required principal amount maturing on the next
principal payment ~ate.
(b) for the monthly required deposits into the
Bond Redemption Account (or such special account cre-
ated therein for t~e Bonds by subsequent proceedings
of the City Commission) in the Sinking Fund, as pro-
vided in the Original Resolution, and the amount of
such Net Revenues shall be increased on the fifteenth
(15th) day of each month in each year, one twelfth
(1/12th) of the amount required for the payment of the
Term Bonds, as shall hereafter be determined by subse-
quent proceedings of the City Commission, until the
amount on deposit therein is equal to the amount
required to be paid on the next installment payment
date.
The moneys in the Bond Redemption Account (or
such special account created therein for the Bonds by
subsequent proceedings of the City Commission) shall
be used solely for the purchase or redemption of the
Term Bonds payable therefrom. The City may purchase
any of the Term Bonds at prices not greater than par
and accrued interest and may purchase Capital
Appreciation Bonds and/or Capital Appreciation and
Income Bonds (if such Capital Appreciation Bond or
Capital Appreciation and Income Bond is a Term Bond)
at prices not greater than the Accreted Value or
Appreciated Value, as the case may be, as of the date
of purchase. If, by the application of moneys in the
Bond Redemption Account (or such special account
III-8
Res. No. 46-90
created therein for the Bonds by subsequent
proceedings of the City Commission), the City shall
purchase or call for redemption in any year Term Bonds
in excess of the installment requirement for such
year, such excess of Term Bonds so purchased or
redeemed shall at the option of the City either be
credited on a pro rata basis over the remaining
installment payment dates or credited against the fol-
lowing year's installment requirement.
The City shall, to the extent of any moneys in
the Bond Redemption Account (or such special account
created therein for the Bonds by subsequent proceed-
ings of the City Commission), be mandatorily obligated
to use such moneys for the redemption prior to matu-
rity of Term Bonds in such manner and at suc~ times as
shall hereafter be deter~ined by subsequent proceed-
ings of the City Commission.
No distinction or preference shall exist in the
use of moneys on deposit in the Revenue Fund for pay-
ment into the Interest Account, the Principal Account
and the Bond Redemption Account in the Sinking Fund,
such accounts being on a parity with each other.
4. To the extent not funded from Bond proceeds, Net
Revenues shall next be used, to the full extent necessary, to
increase monthly deposits into the Debt Service Reserve Account in
the Sinking Fund, on the fifteenth (15th) day of each month in each
year, beginning with the fifteenth (15th) day of the first full cal-
endar month following the date on which any or all of the Bonds
issued hereunder are delivered to the purchaser thereof, such sums as
shall be sufficient to pay an amount equal to one-twelfth of twenty
percent (1/12th of 20%) of the Debt Service Reserve Requirement;
provided, however, that if Bond proceeds are deposited in the Debt
III-9
Res. No. 46-90
Service Reserve Account in an amount less than the Debt Service
Reserve Requirement, the City shall (except as hereafter provided in
the following paragraph) cause Net Revenues to be deposited in an
amount equal t~ one-sixtieth (1/60th) of the difference between the
amount on deposit in the Debt Service Reserve Account and the Debt
Service Reserve Requirement, and provided further, that no payments
shall be required to be made into the Debt Service Rese~'e Account
whenever and as long as the amount deposited therein shall be equal
to the Debt Service Reserve Requirement.
Notwithstanding the foregoing provisions, in lieu of the
deposits of Net Revenues into the Debt Service Reserve Account or a
deposit from Bond proceeds, the City may cause to be deposited into
the Debt Service Reserve Account a surety bond, an unconditional
direct pay letter of credit issued by a bank, a reserve account line
of credit or a municipal bond insurance policy issued by a reputable
and recognized municipal bond insurer for the benefit of the
Bondholders (sometimes referred to herein as a "Reserve Account
Credit Facility Substitute") in an amount equal to the difference
between the Debt Service Reserve Requirement and the sums then on
deposit in the Debt Service Reserve Account, which Reserve Account
Credit Facility Substitute shall be payable (upon the giving of
notice as required thereunder) on any Interest Payment Date on which
a deficiency exists which cannot be cured by funds in any other
account held pursuant to this Resolution and available for such pur-
pose under the ter~s and order of priority as established by this
Resolution. In addition, the City, at any time by subsequent pro-
ceedings of the City Commission, may substitute a Reserve Account
Credit Facility Substitute for all moneys on deposit in the Debt
Revenue Reserve Account. Under such circumstances, the Reserve
Account Credit Facility Substitute shall be in an amount equal to the
Debt Service Reserve Requirement. Such municipal bond insurer or
bank in the case of a letter of credit or line of credit shall be one
III-10
Res. No. 46-90
whose municipal bond insurance policies or unconditional direct pay
letters of credit or other type of credit enhancement insuring or
guaranteeing the payment, when due, of the principal of and interest
on municipal bond issues results in such issues being rated in the
highest rating category by either S&P or Moody's. If a disbursement
is made from a Reserve Account Credit Facility Substitute, provided
pursuant to this paragraph, the City shall be obligated to reinstate
the maximum limits of such Reserve Account Credit Facility Substitute
immediately following such disbursement or with the consent of the
issuer of the Reserve Account Credit Facility Substitute, to replace
such Reserve Account Credit Facility Substitute by depositing into
the Debt Service Reserve Account from the Net Revenues and the
Pledged Impact Charges, if any are so pledged, as herein provided,
funds in the maximum amount originally payable under such Reserve
Account Credit Facility Substitute, or any combination of such
alternatives. In the event the Debt Service Reserve Account is
funded, both with cash (including Permitted Investments of such cash)
and a Reserve Account Credit Facility Substitute in the aforemen-
tioned manner, and it is necessary to make payments into the Interest
Account, Principal Account or Bond Redemption Account in the Sinking
Fund when moneys in the Revenue Fund and the Pledged Impact Charge
Fund, to the extent Pledged Impact Charges have been pledged, are
insufficient therefor, the City covenants to de[~osit the cash
(includinq Permitted Investments of such cash) on deposit in the De~t
Service Reserve Account into such accounts in the Sinking Fund prior
to any disbursements made from the Reserve Account Credit Facility
Substitute.
Whenever there is on deposit in the Debt Service Reserve
Account an amount in excess of the Debt Service Reserve Requirement,
the amount of such excess shall be reduced at the option of the City
in the following manner: (a) if there is on deposit in the Debt
service Reserve Fund a Reserve Account Credit Facility Substitute, as
III-il
Res. No. 46-90
provided herein, the principal amount thereof shall be reduced by t~e '
amount of such excess and (b) by reducing the amount of moneys and/or
securities in the Debt Service Reserve Account in an amount equal to
such excess. The moneys and/or securities so -~ithdrawn under
subsection (b) above shall be deposited in the Renewal, Replacement
and Improvement Fund and used for the purposes provided therein: pro-
vided, however, that all of the income and expenses incurred from the
investment and reinvestment of moneys on deposit in the Debt Service
Reserve Account shall be deposited in the Interest Account as herein
provided in this Resolution.
Moneys in the Debt Service Reserve Account shall be used
only for the purpose of making payments into the Interest Account,
the Principal Account and the Bond Redemption Account when the moneys
in the Revenue Fund are insufficient therefor; and provided further,
however, that moneys on deposit in the Debt Service Reserve Account
may, upon final maturity of the Bonds, be used to pay principal of
and interest on the Bonds.
In the event that any moneys shall be withdrawn from the
Debt Service Reserve Account for payments into the Interest Account,
the Principal Account and the Bond Redemption Account such withdraw-
als shall be subsequently restored from the first Net Revenues avail-
able after all required payments have been made into the Interest
Account, the Principal Account and the Bond Redemption Account
including any deficiencies for prior payments to the extent such
deficiencies are not paid from moneys on deposit in the Pledged
Impact Charge Fund as hereinafter provided. Notwithstanding any pro-
vision in this Resolution to the contrary, if a disbursement is made
from a Reserve Account Credit Facility Substitute, the City shall be
obligated to reinstate the maximum limits of such Reserve Account
Credit Facility Substitute prior to making any deposits into the Debt
Service Reserve Account from the Net Revenues and Pledged Impact
Charges, if any. If more than one Reserve Account Credit Facility
III-12
Res. No. 46-90
Substitute shall be in effect, the City shall reinstate each on a pro
rata basis.
No distinction or preference shall exist in the use of the
moneys on deposit in the Debt Service Reserve Account for payment
into the Interest Account, the Principal Account and the Bond
Redemption Account, such accounts being on a parity with each other.
5. Net Revenues shall next be used, to the full extent
necessary, for the monthly required deposits into the Renewal,
Replacement and Improvement Fund, as provided in the Original
Resolution, and the amount of such Net Revenues shall be increased on
the fifteenth (15th) day of each month, begir~ning with the fifteenth
(15th) day of the first full calendar month following the date on
which any or all of the Bonds issued hereunder are delivered to the
purchaser thereof, in such sums as shall be sufficient to pay
one-twelfth (1/12th) of five per centum (5%) of the Gross Revenues
derived from the operation of the Combined Public Utility during the
preceding Fiscal Year, provided that the payments set forth herein
shall not be rec~/ired to be made to the extent the payments req%~ired
under the Original Resolution with respect to the Renewal,
Replacement and I~provement Fund have been made. No further deposits
need be made if the Consulting Engineer shall certify that no addi-
tional deposits are necessary for the purposes of the Renewal,
Replacement and Improvement Fund.
The moneys in the Renewal, Replacement and Improvement Fund
shall be used for the purpose of paying the costs of extensions,
improvements or additions to, or the replacement or renewal of capi-
tal assets of the Combined Public Utility, or extraordinary repairs
of the Combined Public Utility; provided, however, that moneys in the
Renewal, Replacement and Improvement Fund shall be used for payment
into the Interest Account, the Principal Account and the Bond
Redemption Account when the moneys in the Revenue Fund, the Debt
III-13
Res. No. 46-90
Service Reserve Account and the Pledged Impact Charge Fund, if any,
are insufficient therefor.
6. Net Revenues shall next be used, first, for the repay-
ment of any obligations owed to the provider(s) of a Reserve Account
Credit Facility Substitute, and second, for the payment of any subor-
dinated indebtedness hereafter issued by the City in connection with
the Combined Public Utility in accordance with the proceedings autho-
rizing such subordinated indebtedness.
7. Thereafter, the balance of any Net Revenues remaining
in the Revenue Fund shall be used by the City to make improvements to
the Combined Public Utility, to purchase or redeem Bonds prior to
maturity or for any other lawful purpose, provided, however, that
none of such Net Revenues shall ever be used for the purposes pro-
vided in this paragraph (7) unless all payments required in para-
graphs (1) to (6) above, including any deficiencies for prior pay-
ments, have been made in full to the date of such use.
Pledged Impact Charges:
There shall be deposited in the Pledge~ Impact Charge Fund
created under the Original Resolution all Pledged Impact Charges as
received by the City and suc/l Pledged Impact Charges shall be used by
the City to the extent permitted by law in the following manner and
order of priority:
(a) For the payment into the Interest Account,
the Principal Account and the Bond Redemption Account
when the moneys in the Revenue Fund and the Debt
Service Reserve Account are insufficient therefor.
(b) To restore any withdrawals or to make up
any deficiencies that may exist from time to time in
the Debt Service Reserve Account whenever the moneys
in the Revenue Fund are insufficient for such
purpose.
III-14
Res. No. 46-90
(c) TO pay the cost of capital improvements to
the Combined Public Utility.
(d) The balance of any Pledged Impact Charges
remaining in the Pledged Impact Charge Fund shall be
deposited in the Interest Account and used to pay
interest becoming due on the Bonds; provided, however,
that none of such Pledged Impact Charges shall ever be
used for the purposes provided in this subparagraph
7(d) unless all payments required under subparagraphs
7(a) through 7(c) , including any deficiencies for
prior payments are made in full to date of such use.
8. The Sinking Fund, including the Interest Account,
Principal Account, Bond Redemption Account and Debt Service Reserve
Account therein, the Renewal, Replacement and Improvement Fund, the
Pledged Impact Charge Fund created and established under the Original
Resolution and continued and maintained under this Resolution shall
constitute trust funds. The amounts required to be accounted for in
each of the funds and accounts designated herein, except for the
Sinking Fund, 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 funds and accounts
as herein provided. The designation and establishment of funds and
accounts in and by the Original Resolution and this Resolution shall
not be construed to require the establishment of any completely inde-
pendent funds and accounts but rather is intended solely to consti-
tute an allocation of certain revenues and assets of the Combined
Public Utility for certain purposes and to establish such certain
priorities for application of certain revenues and assets as herein
provided.
III-15
Res. No. 46-90
Moneys on deposit in the Revenue Fund, the Renewal,
Replacement and Improvement Fund, the Sinking Fund and the Pledged
Impact Charge Fund may be invested in U.S. Obligations or any other
Permitted Investments maturing not later than such date or dates as
the City shall determine.
Subject to the requirements under the Code and the Tax
Certificate, all income and earnings received from the investment and
reinvestment of moneys on deposit in the Renewal, Replacement and
Improvement Fund shall be transferred to the Revenue Fund and used in
the same manner as other moneys on deposit therein.
Subject to the requirements under the Code and the Tax
Certificate, all the income and earnings received from the investment
and reinvestment of moneys on deposit in the Principal Account, 8ond
Redemption Account and Debt Service Reserve Account in the Sinking
Fund shall be transferred to the Interest Account and be credited
against any moneys required to be deposited into the Interest Account
as provided in the Resolution.
Subject to the requirements under the Code and the Tax
Certificate, all the income and earnings received from the investment
and reinvestment of moneys on deposit in the Interest Account in the
Sinking Fund shall be retained therein and be credited against any
moneys required to be deposited into the Interest Account as provided
in the Resolution.
Subject to the requirements under the Code and the Tax
Certificate, all the income and earnings received from the investment
and reinvestment of moneys on deposit in the Pledged Impact Charge
Fund shall be retained therein and used in the manner provided for in
this Resolution.
E. REMEDIES. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee acting for such
III-16
Res. No. 46-90
Bondholders in the manner hereinafter provided, may either at law or
in equity, by suit, action, mandamus or other proceedings in any
court of competent ~urisdiction, protect and enforce any and all
rights under the laws of the State of Florida, or granted and con-
tained in this Resolution, and may enforce and compel the performance
of all duties required by this Resolution or by any applicable stat-
utes to be performed by the City or by any officer thereof, including
the fixing, charging and collecting of rates, fees or other charges
for the services and Facilities of the Combined Public Utility.
In the event that default shall be made in the payment of
the interest on or the principal of any of the Bonds issued pursuant
to this Resolution as the same shall become due, or in the making of
the payments into any reserve or sinking fund or any other payments
required to be made by the Original Resolution and this Resolution,
or in the event that the City or any officer, agent or employee
thereof shall fail or refuse to comply with the provisions of the
Original Resolution and this Resolution or shall default in any cove-
nant made herein, and in the further event that any such default
shall continue for a period of sixty (60) days, any Holder of such
Bonds, or any trustee appointed to represent Bondholders as hereinaf-
ter provided, shall be entitled as of right to the appointment of a
receiver of the Combined Public Utility in an appropriate judicial
proceeding in a court of competent jurisdiction, whether or not such
Holder or trustee is also seeking or shall have sought to enforce any
other right or exercise any other remedy in connection with Bonds
issued pursuant to this Resolution.
The receiver so appointed shall forthwith, directly or by
his agents and attorneys, enter into and upon and take possession of
the Combined Public Utility, and each and every part thereof, and
shall hold, operate and maintain, manage and control the Combined
Public Utility, and each and every part thereof, and in the name of
the City shall exercise all the rights and powers of the City with
III-17
Res. No. 46-90
respect to the Combined Public Utility as the City itself might do.
Such receiver shall collect and receive all Revenues and Pledged
Impact Charges, if any are so pledged, and maintain and operate the
Combined Public Utility in the manner provided in the original
Resolution and this Resolution and comply under the jurisdiction of
the court appointing such receiver, with all of the provisions of the
Original Resolution and this Resolution.
Whenever all that is due upon Bonds issued pursuant to this
Resolution, and interest thereon, and under any covenants of the
Original Resolution and this Resolution for reserve, sinking fund or
other funds, and upon any other obligations and interest thereon
having a charge, lien or encumbrance upon the Revenues of the
Combined Public Utility and the Pledged Impact Charges, if any are so
pledged, shall have been paid and made good, and all defaults under
the provisions of the Original Resolution and this Resolution shall
have been cured and made good, possession of the Combined Public
Utility shall be surrendered to the City upon the entry of an order
of the court to that effect. Upon any s~bseq%~ent default, any Holder
of Bonds issued pursuant to this Resolution, or a~y trustee appointed
for Bondholders as hereinafter provided, shall have the right to
secure the further appointment of a receiver upon any such subsequent
default.
Such receiver shall in the performance of the powers here-
inabove conferred upon him be under the direction and supervision of
the court making such appointment, shall at all times be subject to
the orders and decrees of such court: and may be removed thereby and a
successor receiver appointed in the discretion of such court.
Nothing herein contained shall limit or restrict the jurisdiction of
such court to enter such other and further orders and decrees as such
court may deem necessary or appropriate for the exercise by the
receiver of any function not specifically set forth herein.
III-l$
Res. No. 46-90
Any receiver appointed as provided h rein shall hold and
operate the Combined Public Utility in the name of the City and for
the joint protection and benefit of the City and Holders of Bonds
issued pursuant to this Resolution. Such receiver shall have no
power to sell, assign, mortgage or otherwise dispose of any assets of
any kind or character belonging or pez-taining to the ComDined Public
Utility, except as provided herein, but the authority of such
receiver shall be limited to the possession, operation and mainte-
nance of the Combined Public Utility for the sole purpose of the pro-
tection of both the City and the Bondholders.
The Holder or Holders of Bonds in an aggregate principal
amount of not less than fifty-one per centum (51%) of Bonds issued
under this Resolution then Outstanding may by a duly executed certif-
icate in writing appoint a trustee for Holders of Bonds issued pursu-
ant to the Resolution with authority to represent suc~ Bo~holders in
any legal proceedings for the enforcement and protection of the
rights of such Bondholders. Such certificate shall be executed Dy
such Bondholders or their duly authorized attorneys or representa-
tives, and shall be filed in the office of the City Clerk.
Any exercise of a remedy set forth in this section 4.E
shall be subject to the consent of the Bond Insurer, and the Bond
Insurer shall have the right, acting alone, to exercise said remedies
as long as it has not defaulted in its obligations under the Bond
Insurance Policy.
F. DISCHARGE AND SATISFACTION OF BONDS. The covenants,
liens and pledges entered into, created or imposed pursuant to the
Original Resolution and this Resolution may be fully discharged and
satisfied with respect to the Bonds in any one or more of the follow-
ing ways:
(a) by paying the principal of and interest on
Bonds when the same shall become due and payable; or
III-19
Res. No. 46-90
(b) by depositing in the Interest Account,
Principal Account, Debt Service Reserve Account and
the Bond Redemption 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 ~hich together with
other moneys lawfully available therefor shall be suf-
ficient 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,
Principal Account, Debt Service Reserve Account and
the Bond Redemption 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 snail
become due on said Bonds on or prior to the redemption
date or maturity date thereof.
(d) Notwithstanding the foregoing all refer-
ences 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.
Notwithstanding the foregoing, in the event that the
payment or deposit in the amount and manner provided in this
III-20
Res. No. 46-90
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.
For the purposes of determining the amount of interest on
Variable Rate Bonds whether discharged and satisfied under the provi-
sions of subsections (a), (b) and (c) above, the a~ount required for
the interest thereon shall be calculated at the maximum rate permit-
ted by the terms of the provisions which authorized the issuance of
such Variable Rate Bonds.
Upon such payment or deposit in the amount and manner pro-
vided in this Section 6.F of this Resolution, the Bonds shall no
longer be deemed to be Outstanding for the purposes of the Original
Resolution and this Resolution and all liability of the City with
respect to the Bonds shall cease, terminate and be completely dis-
charged and extinguished, and the Holders thereof shall be entitled
for payment solely out of the moneys or securities so deposited.
In the case of Bonds which by their terms may be redeemed
prior to their stated maturity, the City shall give the Registrar, in
form satisfactory to the Registrar, irrevocable instructions:
(i) stating the date when the principal of each such
Bond is to be paid, whether at maturity or on a redemption
date;
(ii) requiring the Registrar to call for redemption
pursuant to the terms of such Bonds any Bonds to be
redeemed prior to maturity pursuant to (i) hereof: and
(iii) requiring the Registrar to publish and mail,
as soon as practicable, a notice to the owners of such
Bonds that the deposit required by this Section 6.F has
been made and that such Bonds are deemed to have been paid
in accordance with this Section 6.F and stating the
maturity or redemption date upon which money is to be
III-21
Res. No. 46-90
available for the payment of the principal or redemption
price, if applicable, on such Sonds as specified in
hereof. Notwithstanding the foregolng, the discharge and
satisfaction of the Bonds shall not be conditioned on the
giving of such notices.
Notwithstanding anything contained in this Section 6.F to
the contrary, the covenants, liens and pledges contained in this
Resolution shall not be fully discharged and satisfied until all
obligations owed to the provider(s) of the Reserve Account Credit
Facility Substitute have been satisfied.
G. VALUATION. The value of Permitted Investments on
deposit in the funds and accounts created and established under the
Original Resolution and maintained and continued under this
Resolution shall be the lower of par, or if purchased at other than
par, amortized value. Amortized value, when used with respect to
securities purchased at a premium above or a discount below par,
shall mean the value at any given date obtained by dividing the total
premium or discount at which such securities were purchased by the
number of interest payment dates remainin~ to maturity on such secu-
rities after such purchase and by multiplying the a~ount so calcu-
lated by the number of interest payment dates having passed since the
date of purchase; and (i) in the case of securities purchased at a
premium, by deducting the product thus obtained from the purchase
price, and (ii) in the case of securities purchased at a discount, by
adding the product thus obtained to the purchase price. The value of
Permitted Investments on deposit in the Debt Service Reserve Account
shall be determined by the terms and provisions of the Tax
Certificate.
III-22
Res. No. 46-90
S~ION 1. MODIFICA?ION OR A~D~. ~×cept ~s 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 '~riting
of the Holders of two-thirds or more in principal amount of the Bonds
then Outstanding; provided, however, that no modification or amend-
ment shall permit a change in the maturity of such Bonds or a reduc-
tion in the rate of interest thereon, or affecting the unconditional
promise of the city to fix, maintain and collect fees, rentals and
other charges for the Combined Public Utility or to pay the interest
of and principal on the Bonds, as the sa~e mature or become due, from
the Net Revenues of the Combined P~blic Utility and the Pledged
Impact Charges, if any are so pledged, or reduce the percentage of
Holders of Bonds req~/ired above for such modification or ~mend~ents,
without the consent of the Holders of all the Bonds.
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 implement a Credit Facility,
(iv) to maintain the exclusion of interest on the Bonds from gross
income for federal income tax purposes, or (v) to secure or maintain
a rating on the Bonds.
For purposes of this section 1 of Article IV, to the extent
the Bonds are insured by a Bond Insurance ~olicy and such Bonds are
then rated in as high a rating category in which such Bonds was rated
at the time of initial issuance and delivery thereof, by either S&P's
or Moody' s, then the consent of the Bond Insurer sbmll constitute the
consent of the Holders of the Bonds under the terms and conditions
IV-1
Res. No. 46-90
such Bond Insurance Policy is provided, and provided further, that
such Bond Insurer is not in default under the Bond Insurance Policy.
SECTION 2. SEVERABILITY OF INVALID PROVISIO~4S. 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 contra~-
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.
SECTION 3. SALE OF BOND~. 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 Original Resolution and this Resolution as the
City Commission shall hereafter deter~ine by subsequent proceedings.
SECTION 4. BOND ANTICIPATION NOTES. The City may, if it
determines it to be in its best financial interest, issue its bond
anticipation notes in order to temporarily finance the costs of the
Project as provided in this Resolution. The City shall by proper
proceedings authorize the issuance and establish the details of such
bond anticipation notes pursuant to the provisions of Section
215.431, Florida Statutes, as amended. In connection with such bond
anticipation notes, the City is hereby authorized to enter into line
of credit agreements, loan agreements or similar arrangements
(collectively referred to as "Financing Agreements") with banks or
similar financial institutions for the purpose of financing the costs
of the Project. The City is authorized to issue one or more bond
anticipation notes to such banks or financial institutions to evi-
dence its obligation to repay loans made under such Financing
Agreements.
SECTION 5. REPEALER. That all resolutions or riders or
parts thereof in conflict herewith are to the extent of such conflict
hereby repealed.
Res. ~o. 46-90
SECTION 6. BOND INSURER; DEFAULT. Notwithstanding any of
the provisions of this Resolution to the contrary, all of the rights
of the Bo~ Insurer, if any, granted herein shall be null and void if
the Bond Insurer is in default under the Bond Insurance Policy,
SECTION 7. VALIDATION. That the City Attorney or acting
City Attorney shall, if directed by the City Commission, take appro-
priate proceedings in the Circuit Court of the Fifteenth Judicial
Circuit of Florida in and for Palm ~ach County for ~e validation of
the Bonds, and ~e Mayor and City Clerk are hereby authorized to sign
any pleadings in such proceedings for and on behalf of the City
Commission of the City of Delray Beach.
EFFECTIVE DATE. This Resolution shall take effect immedi-
ately upon its passage.
PASSED AND ADOPTED in regular session on this the 24th day
of April, 1990.
CITY ~ BEACH, FLORIDA
City clerk / I
IV-3
Res. No. 46-90
The foregoing resolution and the for~s of Bonds therein
contained are hereby approved by me as to form, language and execu-
tion this the 24th day of April, 1990.
,// , ,/ +
STATE OF FLORIDA)
COUNTY OF PALM BEACH)
I, Alison MacGregor, do hereby certify that I am t~e duly
qualified City Clerk of the City of Delray Beach, Palm Beach County,
Florida.
I further certify that the above and foregoing constitutes
a true and correct copy of the minutes of a meeting Of the City
Commission of said City held on April 24, 1990, and of a resolution
adopted at said meeting, as said minutes and resolution are offi-
cially of record in my possession.
IN WITNESS WHEREOF, I have hereunto subscribed my official
signature and impressed hereon the official seal of the City of
D.lray B.ach this th. ~ day of ~///_~3 , 1990.
~ cit~ C~erk /
(SEAL)