Res 98-89 RESOLUTION NO. 98-89
A RESOLUTION OF TIlE CITY COI~ISSION 'I~E CITY OF DELRAY
BEACH, FLORIDA, AUTHORIZING T~E ISSUANC~ OF NOT E][CEEDIlqG
$21,492,000 AGGREGAT~ PRINCIPAL A~IOUNT GI~i~RAL CSLIGATI(]~
BONI~ (DECADE OF EXC~r.T.ENCE PROGRAI~) OF WHICH: (A) NOT
EXCEEDING $5,180,000 IN A~GREGATE PRXNCIPAL ~ S[htr.r. BE
ISSUED FOR T~E PURPOSE OF FINANCING Tm~ AO~UISITIGI~, ~
STRUCTION, RECONSTRUCTION AND EQUIPPING OF CERTAIN FIRE
FACILITIES; (B) NOT EXCEEDING $11,207,000 IN AGGREGATE
PRINCIPAL ANOONT SHA[~ BE ISSUI~ IN~ ~HE PURPGSE OF FINANC-
ING T~E ACQUISITION, CONSTRUCTION AND RBCORSTEUCTION OF
CERTAIN S ~tEET, SIDEWALK, AI~, RIGH~ OF NA~, IHtAII~GE
AND BEAUTIFICATION PROJECTS; (C) NOT EXCEEDII~ $4,605,000
SHALL BE ISSUED FOR THE PURPOSE OF FINANCING ~ ACQUISI-
TION, CONSTRUCTION, AND EQUIPPING OF IMPROVI~I~PIS ~D CER-
TAIN RECREATIONAr- AND CU~T~RAI~ FACILITIES; AND (D) NOT
EXCEEDING $500,000 IN AGGREGATE PRINCIPAL AI~UNT SBA~h BE
ISSUED FOR TRE PURPOSE OF FINANCING THE ACQUISITION AND
CONSTRUCTION OF VARIOUS NEIGI~KHtBOC~ IMP~ PRO~EC~;
PROVIDING FOR THE TKRltS OF SUCH GENERAI~ ~BLIGATION BCI~S,
PROVIDING FOR THE RIGHTS, RBI~EDIBS AND SECURITY OF THE
HOLDERS OF THE GENERA~ OBLIGATION BONDS; HAKING CERTAIN
ANCE OF SUCH G~L GBLIGATION B(~S; AI~ PROWIDII~ I~R ~1
EFFECTIVE DAT~.
WEEREA~, the City Commission of the City of Delray Beach,
Florida (the "Commission"), by Resolution No. 77-89 duly adopted on
October 16, 1989 (the "Referendum Resolution"), did propose the issu-
ance of general obligation bonds of the City of Delray Beach, Florida
(the "City"), in the aggregate principal amount of not exceeding
$21,492,000 (the "Bonds") and pursuant to such Resolution, the
Commission ordered a bond Referendum (the "Referendum"), to be held
on November 21, 1989; and
WHEREAS, the Referendum was for the purpose of placing
before the qualified electors of the City for their approval or dis-
approval the question of .whether the City should issue the Bonds to
finance the following projects, which Bonds, with respect to each of
the projects may be issued in not exceeding the aggregate principal
amount hereinafter set forth following the designated projects: Fire
Facilities Projects--S5,180,000; Street, Drainage, Sidewalk, Alley
and Beautification Projects--S11,207,000; Recreational and Cultural
I-1 Res. No. 98-89
Facilities Projects--S4,605,000; Neighborhood Improvement
Projects--S500,000, as such projects (collectively, the "Projects")
are more fully described and defined in the Referendum Resolution;
and
NH~I~I~A~, the qualified electors of the City of Delray
Beach, Florida (the "City"), did at the Referendum, approve by a
majority vote the issuance of not exceeding $21,492,000 general obli-
gation bonds for the purpose of financing the cost of acquiring., con-
structing, reconstructing and equipping of the Projects in the here-
inbefore described principal amounts; and
WHERF~, notice of said Referendum was published in the
DELRAY BEACH NEWS, a newspaper of general circulation in the City,
and said publication having been made once during the fifth, fourth,
third, second and first weeks prior to the week in which the
Referendum was held, to wit: November 21, 1989; and
WHEREAS, in accordance with applicable Florida law, the
returns of said Referendum have been provided to the Con~nission and
the Commission has canvassed and declared the results thereof pursu-
ant to Resolution No. 90-89, duly adopted by the Commission on
November 22, 1989; and
WHEREAS, in order for the Commission to effectuate the
decision of the electors of the City, it is necessary for the
Commission to authorize the issuance of such general obligation bonds
and to provide the terms including the rights, remedies and security
for the registered holders of the Bonds and to make such other cove-
nants and agreements as it deems necessary.
I-2 Res. No. 98-89
NO~ THEREFORE'~ BE IT RESOLVED BY
THE CIT~ OF DELRA.~ BEACB~ FLORIDA~ AS
DEFINITIONS, FINDINGS AND STATUTORY AUT~RITY
SECTION 1. DEFINITIONS. That, as used in the Resolution,
the following terms shall have the following meanings unless the text
otherwise expressly requires
A. 'ACt' shall mean the Florida Constitution, Chapter
166, Florida Statutes, as amended and supplemented, the City Charter
of Delray Beach, as amended and supplemented, and other applicable
provisions of law.
B. "Bond Insurance Policy" shali mean an insurance policy
issued for the benefit of the Holders of any Bonds, pursuant to which
the Bond Insurer shall be obligated to pay when due the principal of
and interest on such Bonds to the extent of any deficiency in the
amounts in the funds and accounts held under this Resolution, in the
manner and in accordance with the terms provided in such Bond
Insurance Policy.
C. 'Bond Insurer' shall mean the issuer of a Bond
Insurance Policy and its successors.
D. 'Bondholder' or "Holder of Bonds' or "Owner," or any
similar term, shall mean any person who shall be the registered owner
of any Bond or Bonds Outstanding under the terms of this Resolution.
E. "Bonds" shall mean the not exceeding $21,492,000
General Obligation Bonds (Decade of Excellence Program) authorized to
be issued in one or more series pursuant to this Resolution.
F. "City" shall mean the City of Delray Beach, Florida.
G. "Commission" shall mean the governing body of the
City.
H. 'Defeasance Obligations" shall mean to the extent
permitted by law and acceptable to the Bond Insurer if the principal
.~es. No. 98-89
and interest on the Bonds is guaranteed under a Bond Insurance Policy
and such Bond Insurer is not in d~f~Ult under such policy:
(i)' U. S. Obligations;
(ii) any bonds or other obligations of
state of the United States of America or of any
agency, instrumentality or local governmental unit of
any such state (a) which are not callable prior to
maturity or as to which irrevocable instructions have
been given to the trustee of such bonds' or other obli-
gations by the obligor to give due notice of redemp-
tion and to call such bonds for redemption on the date
or dates specified in such instructions, (b) 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 (i) hereof which fund may be applied only to
the payment of such principal of and interest and
redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or
the redemption date or dates specified in the irrevo-
cable instructions referred to in subclause (a) of
this clause (ii), as appropriate, and (c) as tO which
the principal of and interest on the bonds and obliga-
tions of the character described in clause (i) 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 (ii) on the maturity date or dates thereof
or on the redemption date or dates specified in the
irrevocable instructions referred to in subclause (a)
of this clause (ii), as appropriate;
I-4 Res. Nc 98-89
(iii) Evidences of indebtedness issued by the
Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation (including participation certificates),
Federal Financing Banks, or any other agency or
instrumentality of the United States of America cre-
ated by an act of Congress provided that the obliga-
tions of such agency or instrumentality are uncondi-
tionally guaranteed by the United States of America or
any other agency or instrumentality of the United
States of America or of any corporation wholly-owned
by the United States of America; and
(iv) Evidences of ownershkp of proportionate
interests in future interest and principal payments on
obligations described in (i) held by a bank or trust
company as custodian.
I. "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
1 aw.
J. "Outstanding" shall mean, when used with reference to
the Bonds, as of any particular date, all Bonds theretofore, or
thereupon being, authenticated and delivered by the Registrar under
this Resolution, except (i) Bonds theretofore or thereupon cancelled
by the Registrar or surrendered to the Registrar for cancellation;
(ii) Bonds with respect to which all liability of the City shall have'
been discharged in accordance with Article III, Section 3.D of this
Res°luti6n'; (iii) Bonds in lieu of or in substitution for which other
Bonds shall have been authenticated and delivered by the Registrar
pursuant to any provision of this Resolution; (iv) Bonds cancelled
after purchase in the open market or because of payment at, or
redemption prior to maturity; and (v) Bonds held by the City.
I-5 Res. No. 98-89
K. "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.
L. "Permitted Investments" shall mean (i) U.S.
Obligations and (ii) all other investments permitted under the laws
of Florida.
M. "Projects" shall mean, collectively, the Fire
Facilities Projects, the Street, Drainage Sidewalk, Alley and
Beautification Projects, the Recreational and Cultural Facilities
Projects and Neighborhood Improvement Projects, all as more fully
described in Resolution No. 77-89 adopted by the Commission on
October 16, 1989.
N. "Registrar" shall mean the bank or trust company and
any successor bank or trust company appointed by the City to act as
Registrar hereunder.
O. "Resolution" shall mean this General Obligation Bond
Resolution as from time to time amended and supplemented in accor-
dance with the terms hereof.
P. "Serial Bonds" shall mean the Bonds of an issue other
than Term Bonds which shall be stated to mature annually.
Q. "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 Principal
Account in the Sinking Fund.
R. "U.S. Obligations" shall mean the direct obligations
of, or obligations on which the timely payment of principal of and
interest are unconditionally guaranteed by, the United States of
America, and, if determined by subsequent proceedings of the City,
certificates which evidence ownership of the right to the payment of
the principal of, or interest on, such obligations.
Words of the masculine gender shall be deemed and construed
to include correlative words of the feminine and neuter genders.
I-6 Res. N, 98-89
Words importing the singular number shall include the plu£al n~ber
and vice versa unless the context shall otherwise indicate. ~he word
"person" shall include corporations, associations, natural persons
and public bodies unless the context shall otherwise indicate.
Reference to a person other than a natural person shall include its
successors.
SECTION 2. FINDINGS. It is hereby ascertained, determined
and declared:
A. ~hat, for the purpose of providing funds to finance
the cost of acquiring, constructing, reconstructing and equipping of
the Projects, and other costs, necessary or incidental thereto, there
shall be issued the Bonds in one or more series in the aggregate
pri.~cipal amount of not exceeding Twenty-One Million, Four Hundred
Ninety-Two ~housand Dollars ($21,492,000). Such cost shall include
but not be limited to all costs incurred in connection with the
acquisition, construction, reconstruction and equipping of the
Projects, the costs of issuing the Bonds, legal, appraisal, engineer-
ing, architectural fees, fees of financial consultants or advisors,
the repayment to the City of monies heretofore advanced for such pur-
poses, and any other fees or expenses in connection with financing
the costs of the Projects and the issuance of the Bonds authorized
herein to finance such Projects.
B. That, for the payment of the costs of the Projects
described in Paragraph A above, the City shall deposit the proceeds
derived from the sale of the Bonds in a special fund in a bank or
trust company in the State of Florida which is eligible under state
laws to receive deposits of state and municipal funds, which special
fund is hereby created, established and designated as the
"Construction Fund."
Moneys on deposit in the Construction F~nd may be invested
in Permitted Investments maturing not later than such date or dates
I-7 Res, No. 98-89
on which such moneys ~'~ll be needed for the purposes of the
Construction Fund.
C. ~h'at, in each year while any of the said Bonds shall
be outstanding, there shall be levied, assessed and collected an ad
valorem tax without limitation as to rate or ~ount upon ail taxable
property in the City, which tax shall be in amounts sufficient to
produce the sums necessary to pay the principal of, redemption pre~i-
urn, if any, and interest on the Bonds.
SECTION 3. AUTltORITY OF ~IlS RES~E, UTIOli. ~his Resolution is
adopted pursuant to the Act.
SECTION 4. RESC~UTION CONST~T~TB~ CON~iACT. In considera-
tion of the acceptance of the Bonds, autho[ized to be issued hereun-
der by those who shall hold the same from time to time, the
Resolution shall be deemed to be and shall constitute a contract
between the City and such Bondholders, and the. covenants and agree-
ments herein set forth to be performe0 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 sba/1 be of equa/ rank and without pref-
erence, priority, or distinction of any of the Bonds over any other
thereof except as expressly provided therein and herein.
I-8 Res. No. 98-89
AUTIIORIZATION, TKltm~s, EXECUTION
R~GIS ~U~TION OF
SECTION 1. AUTHORIZATION OF B4]~)S. Subject and pursuant to
the provisions of the Resolution, Bonds of the City are hereby autho-
rized to be issued in accordance with the terms of this Resolution.
SECTION 2. DBSCRIPTIC~ OF B(~K~o ~ere is hereby authorized
an original issue of Bonds to be issued all at one time, or in part
from time to time, as the Commission in its discretion sba/1 deter-
mine by subsequent resolution(s) in the aggregate principal a~ount of
not exceeding T~enty-One Million, Four Hundred Ninety-T~o ~housand
Dollars ($21,492,000) for the purpose of ~inancing the costs of the
Projects. If the Bonds are issued in more than one series, all or
any part of any of the Projects may be financed wit~ the proceeds of
a particular series of Bonds. The Bonds shall be issued in regis-
tered form, shall be in the denomination of $5,000 each, or any inte-
gral multiple thereof, and shall be numbered separately from one
upward. Each series of Bonds issued with respect to the Projects
shall be designated and be identified by the applicable year of
issue, as follows: "City of Delray Beach, Florida, General
Obligation Bonds (Decade of Excellence Program), Series 19 .. ." ~he
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 t~e close of business on the fifteenth
day of the calendar month preceding each interest payment date or on
the date the principal sum of any Bond is paid (herein the "Record
Date") ) provided, however, that payment of interest on the Bonds may,
at the option of any Holder of Bonds in an aggregate principal am~ount
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 on or before
II-1 Res. No. 98-89
the Record Date. ~he Bonds shall mature at such time or times not
exceeding twenty (20) years from the date or dates of issuance of
'said Bonds as shall be determined by subsequent proceedings of the
City. 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 on or subse-
quent to the first interest payment date shall be dated as of the
date of their registration and shall bear interest from the date of
the original issuance of the Bonds, or the next preceding interest
payment date on which such interest has been paid, or if registered
during the 15-day period preceding an interest payment date from such
interest payment date if interest is then paid, as the case may be;
provided, however, that if and to the extent there is a default in
the payment of the interest due on such interest payment date, such
defaulted interest shall be paid to the persons in whose name Bonds
are registered on the registration books of the City ~aintained 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 semi-annually of each year, and shall mature in such years
and amounts, all as shall be determined by subsequent proceedings of
the Commission.
SECTION 3. REDEMPTION PROVISI(~. ~he 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 Commission.
SECTION 4. EXECUTION OF BON~. ~he Bonds shall be executed
in the name of the City by the signature of the Mayor of the City
(hereinafter 'Mayor") and its official seal shall be affixed thereto
or imprinted or reproduced thereon and attested by the City Clerk of
the City (hereinafter "City Clerk'). The signatures of said Mayor
II-2 Res. No. 98-89
and City 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
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.
~he Bonds shall bear thereon a certificate of authentica-
tion, in the form set forth in Section ? of this Article, execute~
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 ~hat 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.
In the event the City shall validate the Bonds pursuant to
Chapter 75 of the Florida Statutes, the validation certificate on the
Bonds shall be signed with the facsimile signatures of the present or
any future Mayor and City '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 City Clerk at any time on or after the
date of the Bonds, notwithstanding that he may have ceased to be such
Mayor and City Clerk at the time when said Bonds shall be actually
delivered.
II-3 Res. No. 98-89
SECTION 5. NEGOTIABILITY, REG~I~ATI(I~ AI~ ~TY~. At
the option of the registered Holder thereof and upon surrender
thereof at the principal corporate trust office of the Registrar with
a written instrument of transfer satisfactory 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
make as provided in this Section, the Bonds may be exchanged for
Bonds of the same series and maturity of any other authorized
denomina tions.
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
II-4 Res. No. 98-89
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. ~here shall be no charge for any such ex'c~ange or transfer
of Bonds, but the City or the Registrar may require the payment of a
sum sufficient to pay any tax, fee or other governmental charge
required to be paid with respect to such exchange or transfer.
Neither the City nor the Registrar shall be required (a) to transfer
or exchange Bonds for a period of 15 days next.preceding an interest
payment date on such Bonds or 15 days next preceding any date of
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 redemption. However, if less than all of a Term
Bond is redeemed or defeased, the City shall execute 'and the
Registrar shall authenticate 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 regis-
tered Term Bond in the appropriate denomination.
All Bonds paid or redeemed, either at or before maturity
shall be delivered to the Registrar when such payment or redemption
is made, and such Bonds, together with all Bonds purchased by the
City, shall thereupon be 9romptly 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. B~ MUTILATED, DES~OYED, S~ (~ ~(~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
Res. No. 98-89
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 sati~.actory
to the City and the Registrar, together with indemnity satisfactory
to them. In the event any such Bond shall ~e about to-mature or have
matured or have been called for redemption, instead of issuing a
duplicate Bond, the City may pay the same without surrender thereof.
~he 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 s~e
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 ad valorem taxes, without limi-
tation as to the rate or amount, upon all taxable property in the
City, with all other Bonds issued hereunder.
SECTION 7. F(it~ OF B(~E~. ~he text of the Bonds shall be of
substantially the following tenor, with such omissions, insertions
and variations as may be necessary and desirable=
II-6 P. es. No. 98-89
(Form of Bond)*
* ~he text of the Bonds shall be of substantially the tenor set
forth below. Provisions of the Bo~ds 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.
No. R $
UNITED STATES OF AMERICA
STATE OF FLORIDA
PALM BEACH COUNTY
CITY OF DELl{AY BEACH
GENERAL OBLIGATION BOND
(DECADE OF EXCELLENCE PROGRAM)
SERIES 19__
Date of
In fetes t Matur i ty Or i gi hal
Rate Da te I s sue CUSIP
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that the City of Delray.-
Beach, Florida, a municipal corporation created and existing under
and by virtue of the laws of the State of Florida (the "Citym),
hereby acknowledges itself to be indebted, and for value received,
hereby promises to pay to the Registered Owner or registered assigns
on the Maturity Date specified above, from the sources hereinafter
mentioned, upon the presentation and surrender hereof at the
principal corporate trust office of , as paying agent
I~-7 Res. No. 98-89
(said and any bank or trust company becoming
successor paying agent being herein called the "Paying Agent"),
Principal Amount stated hereon, with interest thereon, from the date
hereof, at the Interest Rate specified, 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 dis-
charged; provided, however, that interest shall be paid by check or
draft made payable to the Registered Owner and mailed to the address
of the Registered Owner as such name and address shall appear on the
registration books of the City initially maintained by
, as Registrar (said and any bank or
trust company becoming successor Registra~ being herein called the
"Registrar") at the close of business on the fifteenth day of the
calendar month preceding each interest payment date or on the date
the principal sum of this Bond is paid (the "Record Date"); provided
further, however, that payment of interest on the Bonds may, at the
option of the Holder of Bonds in 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 on or before the
Record Date. Such interest shall be payable from the 'most recent
interest payment date next preceding the date hereof to which inter-
est has been paid, unless the date hereof is an 1 or
1 to which interest 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 i~terest payment date. qbe Principal Amount,
plus accrued interest thereon, is payable in any coin or currency of
the United States of America, which, on the date of payment thereof,
shall be legal tender for the payment of public and private debts.
This Bond is one of an authorized issue of Bonds of the
City designated as the General Obligation Bonds (Decade of Excellence
II-8 Res. } . 98-89
Program), Series 19 (herein called the "Bonds"), in the aggregate
principal amount of not exceeding $ 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 financing the Projects
(as defined in the Resolution hereinafter referred to), under the
authority of and in full compliance with the Constitution and
Statutes of the State of Florida, including particularly Chapter 166,
Florida Statutes, as amended and supplemented, the City Charter of
Delray Beach, as amended and supplemented, and other applicable, pro-
visions of law, and a resolution duly adopted by the Commission on
December 12, 1989 (herein referred to as the "Resolution"), and is
subject to all the terms and conditions o'f the Resolution:
Reference is hereby made to the further provisions of this
Bond set forth on the reverse side hereof and such further provisions
shall for all purposes have the same effect as if set forth on the
front side hereof.
It is hereby certified and recited that all acts,-condi-
tions and things required to exist, to happen and to be performed
precedent to and in the issuance of this Bond, exist, have happened
and have been performed in regular and due form and time as required
by the Laws and Constitution of the State of Florida applicable
thereto, and that the issuance of this Bond and of the Bonds of the
issue of which this Bond is one does not violate any constitutional
or statutory debt limitation or provision; that due provision has
been made for the levy and collection of an ad valorem tax in addi-
tion to all other taxes heretofore levied and by the City collected,
upon all the taxable property within the City sufficient to pay the
principal of, redemption premium, if any, and interest on said Bonds
as the same shall mature and become due, and that the full faith and
credit of the City is hereby irrevocably pledged for the punctual
payment of the principal of, redemption premium, if any, and interest
on this Bond, as the same shall become due and payable.
II-9 Res. No. 98-89
[Back of Bond]
[Inset t applicable redemption provisions ]
The original registered owner, and each successive regis-
tered owner of this bond shall be COnclusively deem'ed 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. ~he Bonds shall be tzansferable
by the registered owner thereof in person or by his attorney duly
authorized in writing only upon the books of the City maintained by
the Registrar and only upon surrender hereof together with a written
instrument of transfer satisfactory to the ~egistrar 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
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 with a written instrument of transfer satisfactory to the
Registrar duly executed by the registered owner or his duly
authorized attorney and upon payment by such registered owner of any
charges which the Registrar or the City may make as provided in the
II-10 Res. -~-~',',. 98-89
Resoluti~, the Bonds may be exchanged for Bonds of the sa~e series
and maturity of any other authorized denominations.
(4) In all cases in which the privilege of exchanging
Bonds or transferring Bonds is exercised, the City shall execute and
the Registrar shall authenticate and deliver Bonds in accordance with
the provisions of the Resolution. ~here shall be no charge for any
such exchange or transfer of Bonds, but the City or the Registrar may
require payment of a sum sufficient to pay any tax, fee or other gov-
ernmental charge required to be paid with respect to such exchange or
transfer. Neither the City nor the Registrar shall be required (a)
to transfer or exchange Bonds for a period of 15 days next preceding
an interest payment date on such Bonds or 15 days next preceding any
date of 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. H~wever, if less than all
of a Bond is redeemed or defeased, the City shall execute and the
Registrar shall authenticate and deliver, upon the surrender of such
Bond, without charge to the Bondholder, for the unpaid balance of the
principal amount of such Bond so surrendered, a registered Bond in
the appropriate denomination.
II-11 Res. No. 98-8=
IN WITNESS WHEREOF the City of Delray Beach, Florida, a
municipal corporation of the State of Florida has caused this Bond to
· 'be executed by the manual or facsimile signature of its Mayor and the
corporate seal of said City or a facsimile thereof, to be affixed
hereto, imprinted or otherwise reproduced hereon, attested by the
City Clerk of the said City, by her manual or facsimile signature,
all as of the Date of Original Issue.
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 of the City Commission of the City of
Delray Beach, Florida.
Date of Authentication
as Registrar
By.
Authorized Officer
II-12 Res. No. 98-89
(FORM OF VALIDATION CERTIFICATE)
[Only applicable if Bonds are validated under Chapter 75 of the
Florida Statutes. ]
?his Bond is one of a series of Bonds which were validated
by judgment of the 15th Judicial Circuit Court in and for Palm Beach
County, Florida, rendered on the day of 19__.
CITY OF DELRAY BEACH, FLORIDA
Mayor
City Clerk
ASS IGNMENT 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.
Da ted:
In the presence of:
II-13 Res. No. 98-89
ARTICLE III
COVENAN'I~, FUNI~ ~ APPLICATION ~
SECTION 1. FULL FAIT~ AND CREDIT PLRI~ED. ']:he full faith
and credit of the City shall be pledged for the payment of the Bonds
issued under the provisions of this Resolution, and due provision
shall be made for the levy and collection of an ad valore~ tax upon
all the taxable property within the City sufficient to pay the prin-
cipal of, redemption premium, if any, and interest on the Bonds as
the same shall mature and become due.
SECTION 2. APPLICATION OF BOND PROCEEDS. All moneys
received by the City from the sale of the Bonds originally authorized
and issued pursuant to the Resolution shali be disbursed as follows:
A. The accrued interest derived from the sale of the--
Bonds shall be deposited in the Interest Account, hereinafter created
and established, and used for the purpose of paying interest on the
Bonds as the same becomes due and payable.
B. The balance of the proceeds of the Bonds shall be
deposited in the Construction Fund created pursuant to Article I,
Section 2B, of this Resolution, and such proceeds shall be used
solely and exclusively for the purpose of financing the costs of the
Projects in accordance with the provisions of this Resolution.
Each of the Projects shall consist of various components
(herein referred to as "Component" or "Components"). ~he Components
comprising each of the Projects, with the estimated costs for each,
are more fully described in the report submitted to the Commission
and attached to the Referendum Resolution as Exhibit A and by this
reference incorporated he'rein.
Notwithstanding the principal amounts assigned to each
Component, the actual cost of a particular Component may be greater
or less than the estimated cost allocated to such Component. If the
actual cost of a Component is greater than the ~ount allocated to it
in such Exhibit A, the City may provide for such deficiency from
III-1 Res. No. 98-89
other available funds dj from surplus funds that had been allocated
to another Component of the same Projects. If the actual cost of a
Component is less than that allocated in such Exhibit A, the City may
use such surplus for other Components of the sam'e Projects. If,
after application of the foregoing, there remains insufficient funds
to complete a Component due to unforeseen cost escalations or failure
to receive anticipated governmental grants or private contributions,
or other unexpected circumstances, the City may delete a part of such
Component or modify such Component so that such Component may be
completed. ~he City will not delete any Component to generate sur-
plus moneys for other Components, nor will it expend Bond proceeds in
excess of the amounts allocated to each of the Projects in Exhibit A
attached to the Referendum Resolution.
~hat the area of the City in which the City will finance
the Neighborhood Improvement Projects shall be bounded by East
Atlantic Avenue to the South, the Right of Way line of the FEC
Railway to the East, Northeast Second Street to the North and North
Swinton Avenue to the West.
Upon certification in writing by the City Manager of the
City that the Projects have been completed, any money remaining in
the Construction Fund, in the discretion of the City, may be used in
any manner which, in the opinion of Bond Counsel to the City, will
not adversely affect the exclusion of interest on the Bonds from
gross income for Federal income tax purposes. If not otherwise used
or said opinion is not delivered, said money remaining in the
Construction Fund shall be deposited into the Principal Account and
Interest Account in the Sinking Fund and used solely for purposes
thereof.
The proceeds of the sale of the Bonds shall be and consti-
tute trust funds for the purposes hereinabove provided and there is
hereby created a lien upon such moneys, until so applied, in favor of
the Holders of said Bonds.
III-2 Res. No. 98-89
sECTION 3. CO~EI~AN~ OF THE CIT~. So long as any of the
principal of or interest on any of the Bonds shall be Outstanding and
unpaid, or until there shall have been set apart in the Sinking Fund,
consisting of the interest ACCOUnt and Principal Account herein cre-
ated and established, a sum sufficient to pay, when due, the entire
principal of the Bonds remaining unpaid, together with interest
accrued and to accrue thereon, or until the provisions of
SectiOn 3.D. of this Article III have been complied with, the City
covenants with the Holders of any and all of the Bonds issued pursu-
ant to the ResolutiOn as follOWS: '
A. TAX COVENANT- The City covenants as follOWS, with
respect to the Bonds which, when initially issued, are the subject of
an opinion of Bond counsel to the effect that interest thereon is
excluded from gross income for Federal income tax purposes pursuant
to the internal Revenue code of 1986, as amended (the 'code"), or any
successor theretO:
' (i) The City shall comply with eaCh requirement
of the code necessary to maintain the exclusiOn of
interest on the Bonds from gross income for Federal
income tax purposeS. In furtherance of the covenant
contained in the preceding sentence, the City agrees
to comply with the provisions of the Tax Certificate
as to Arbitrage and instructions as to Compliance with
the proviSiOnS of Section 103(a) of the internal
Revenue code of 1986, as amended (the "Tax
Certificate") executed by the City on the date of ini-
tial issuance a~d 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. (ii) The City shall make any and all payments
required to be made to the united states Department of
Res. No. 98-89
the Treasury in connection with the Bonds pursuant to
Section 148(f) of the Code.
(~ii) Notwithstanding any other provisions of
this Resolution to the contrary, so long as necessary
in order to maintain the exclusion from gross income
of interest on the Bonds for Federal income tax pur-
poses, the covenants contained in this Section shall
survive the payment of the Bonds and the interest
thereon, including any payment or defeasance thereof.
(iv) ~he City shall not use or permit the use
of any of the proceeds of the Bonds, or any other
funds of the City, directly or indirectly, to acquire
any securities, obligations or other investment prop-
erty, and shall not take or permit to be taken any
other action or actions, which would cause any Bond to
be an "arbitrage bond" as defined in Section 148 of
the Code.
B. AD VALOREM TAX. ~hat in each Fiscal Year while any of
the Bonds are outstanding and unpaid, there shall be levied and col-
lected a tax on all the taxable property within the City sufficient
to pay the principal of, redemption premium, if any, and interest on
the Bonds as the same become due and payable, and the City is and
shall be irrevocably and unconditionally obligated to levy and col-
lect ad valorem taxes without limitation as to rate or amount on all
the taxable property within the City, sufficient in amount to pay all
principal of, redemption premium, if any, and interest on said Bonds
as the same shall mature and become due.
C. CREATION AND ESTABLISHMENT OF A SINKING FUND AND
VARIOUS ACCOUN~ AND THE DISP(~ITION OF MONEYS. ~here are hereby
created and established the following fund and accounts:
_~I-4 Res. No. 98-89
T~E "~ INKING FUND"
All of the moneys raised by said ad valorem tax on the
taxable property within the City for the purpose of, redemption pre-
mium, if any, paying the principal of. and interest on the 8onds
herein authorized shall be deposited by the City not later than the
date such moneys are required to be applied in accordance with the
terms and provisions of this Resolution in a special fund to be known
as the "Sinking Fund" which is hereby created and established. 7he
moneys in said Sinking Fund shall be used solely for the payment of
the principal of and interest on said Bonds as the sa~e become due
and payable and the registered owners of said Bonds shall have a
fi=st lien on all such moneys in the Sin~ing Fund until paid and
applied in the manner permitted in this Resolution.
~here are also hereby created and established two (2} sepa-
rate accounts in the Sinking Fund to be known as the "Interest
Account" and the 'Principal Account."
The moneys at any time on deposit in the Sinking Fund shall
be disposed of only in the following manner:
1. Moneys shall first be used, to the full extent neces-
sary, for deposit into the Interest Account in the Sinking Fund to
pay interest becoming due on the Bonds on the next semi-annual inter-
est payment date, provided, however, that deposits for interest shall
not be required to be made into the Interest Account to the extent
that money on deposit therein is sufficient for such purpose.
2. Moneys shall next be used, to the full extent neces-
sary, for deposit into the Principal Account in the Sinking Fund to
provide for the required ~rincipal amount maturing and becoming due
on the next annual maturity payment date provided that deposits for
interest shall not be required to be made into the Principal Account
to the extent that money on deposit therein is sufficient for suc~
put pose.
III-5 Res. No. 98-89
The City shall, to the extent of any moneys in the
Principal Account, be mandatorily obligated to use such moneys for
the redemption prior to maturity of Term Bonds in such manner and at
such times as shall hereafter be determined by subsequent proceedings
of the Commission.
3. The Sinking Fund and the accounts therein shall consti-
tute a trust fund. ~he amounts required to be accounted for in the
Sinking Fund and each of the accounts designated herein, may be
deposited in a single bank account maintained by the City. provided
that adequate accounting procedures are maintained to reflect and
control the restricted allocations of the amounts on deposit therein
for the various purposes of such fund and accounts as herein
provided. ~he designation and establishment of a fund and accounts
in and by this Resolution shall not be construed to require the
establishment of any completely independent fund and accounts but
rather is intended solely to constitute an allocation of moneys col-
lected by the imposition of ad valorem taxes.
Moneys on deposit in the Sinking Fund may be invested in
U.S. Obligations or any other Permitted Investments maturing not
later than such date or dates as the City shall determine.
All income and earnings received from the investment and
reinvestment of moneys on deposit in the Principal Account and
Interest Account in the Sinking Fund shall be retained therein and
shall be a credit against deposits required by this Resolution.
D. DISCHARGE AND SATISFACTION OF BONDS. The covenants,
liens and pledges entered into, created or imposed pursuant to the
Resolution may be fully discharged and satisfied with respect to the
Bonds in any one or more of the following ways:
(i) by paying the principal of and interest on
Bonds when the same shall become due and payable; or
(ii) by depositing in the Interest Account and
Principal Account, or in such other accounts which are
..~I-6 Res. No. 98-89
irrevocably pledged to the payment of the Bonds, as
the City.may hereafter create and establish by resolu-
tion, certain moneys which together with other moneys
lawfully available therefor shall be sufficient at the
time of such deposit to pay the principal of and
interest on the Bonds, 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
(iii) by depositing in the Interest Account and
Principal Account or such other accounts which are
irrevocably pledged to the payment of the Bonds as the
City may hereafter create and establish by resolution,
moneys, which together with other moneys lawfully
available therefor when invested in Defeasance
Obligations, will provide moneys which shall be suffi-
cient to pay the principal of and interest on the
Bonds, and the redemption premium, if any, as the same
shall become due on said Bonds on or prior to the
redemption date or maturity date thereof.
(iv) 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.
(v) If any portion of the moneys deposited for
the payment of the principal of and redemption premi-
um, if any, and interest on any portion of Bonds is
not required for such purpose, the City may use the
amount of such excess free and clear of any trust,
lien, security interest, pledge or assignment securing
III-7 Res. No. 98-89
~aid Bonds or otherwise existing under this
Resolution.
Upon such payment or deposit in the amount and manner pro-
vided in this Section 3.D. of Article III, the Bonds shall n~ longer
be deemed to be Outstanding for the purposes of the Resolution and
all liability of the City with respect to the Bonds shall cease, ter-
minate and be completely discharged and extinguished, and the Holders
thereof shall be entitled for payment solely out of the moneys or
securities so deposited. Notwithstanding the foregoing, in the event
that the payment or deposit in the amount and manner provided in this
Resolution has been made by the Bond Insurer under the terms of the
Bond Insurance Policy, the Bond Insurer s~all 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.
III-8 Res. No. 98-89
ARTICLE IV
~[IS CELLANEO~S PROVIS
· ' SECTION 1. MODIFICATION OR A~END~ENT. Except as otherwise
provided in the second paragraph hereof, no material modification or
amendment of the Resolution, or of any resolution amendatory thereof
or supplemental thereto, may be made without the consent in writing
of the Holders of two-thirds or more in principal amount of the Bonds
then Outstanding; provided, however, that no modification or 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 levy, assess and collect an ad valorem tax
without limitation as to rate or amount upon all taxable property in
the City or to pay the principal of, redemption premium, if any, or
interest on the Bonds, as the same mature or become due, from said ad
valorem tax, or reduce the percentage of Holders of Bonds required
above for suc~ modification or amendments, without the consent of the
Holders of all the Bonds.
This Resolution may be amended, changed, modified and
altered without the consent of the Holders of Bonds, (i) to cure any
ambiguity, correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions contained
herein, (ii) to provide other changes which will not adversely affect
the interest of such Holder of Bonds, (iii) to maintain the exclusion
of interest on the Bonds from gross income for Federal income tax
purposes; or (iv) implement a Bond Insurance Policy. '-
For purposes of this Section 1 of Article IV, to the extent
the Bonds'are insured by a Bond Insurance Policy and such Bonds are
then rated in as high a rating category in which such Bonds were
rated at the time of initial issuance and delivery thereof, by either
Standard & Poor's Corporation or Moody's Investors Service, then the
consent of the Bond Insurer shall constitute the consent of the
Holders of the Bonds provided such Bond Insurer is not in default
under the Bond Insurance Policy.
IV-1 Res. No. 98-89
SECTION ~-. SEVERABILITT' OF II~ALID PI~']~SI~. If ~ny one
or more of the covenants, agreements or provisions of the Resolution
should be held contrary to any express provision of law or contrary
to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements or provisions shall be null
and void and shall be deemed separate from the remaining covenants,
agreements or provisions, and shall in no way affect the validity of
any of the other provisions of the Resolution or of the Bonds or cou-
pons issued hereunder.
SECTION 3. VALIDATION AUTHORIZED. In the event the
Commission determines it is in the best interests of the City to val-
idate the Bonds, the City Attorney is hereby authorized to file
appropriate proceedings in the Circuit Court of the Fifteenth
Judicial Circuit of Florida in and for Palm Beach County for the val-
idation of the Bonds, and the Mayor and City Clerk of the City are
hereby authorized to sign any pleadings in such proceedings for and
on behalf of the City.
SECTION 4. SALE OF BONDS. ~he Bonds shall be issued and
sold at one time or from time to time, in such manner and at such
price or prices consistent with the provisions of the Act and the
requirements of the Commission as shall hereafter be determined by
subsequent proceedings.
SECTION 5. BOND ANTICIPATION NOTES. ~he City may, if it
determines it to be in its best financial interest, issue its bond
anticipation notes in order to temporarily finance the cost of the
acquisition and construction of the Projects as provided in this
Resolution. ~he City shall by proper proceedings authorize the issu-
ance and establish the details of such bond anticipation notes pursu-
ant to the provisions of Section 215.431, Florida Statutes, as
amended.
SECTION 6. REMEDIES. Any Bondholder, to the full extent
permitted by the laws of the State of Florida or the United States
IV-2 Res. No. 98-89
America, may sue to protect and enforce any and all legal rights; to
seek the appointment of a receiver; and to enforce and compel the
performance of all duties required by this Resolution.
SECTION 7. EFFECTIVE DATE. ]his resolution shall take
effect immediately upon its adoption.
Passed and adopted in regular session on this 12th day of
December, 1989.
ATTEST: CITY OF DELRAY BEACH, FLORIDA
' / City Clerk Mayor
IV-3 Res. No. 98-89