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Res 54-72 RESOLUTION NO. 54-72. A RESOLUTION authorizing the issuance of $460, 000 Water and Sewer Revenue Anticipation Notes, providing for the payment thereof and entering into certain covenants and agreements in that connection. ~vVHEREAS, on September 11, 1972, the City Council of the City of Delray Beach adopted Resolution Number 48-72, authorizing the issuance of $5,000,000 Water and Sewer Revenue Bonds, Series 1972, of the City of Delray Beach, for the purpose of the construction and acquisition of additions, extensions and improvements to the Combined Public Utility of said City, consisting of, but not being limited to, new sewage treatment facilitie~force mains and sewer collection system improvements, sewer system and rehabilitation and repairs to the existing collection facilities in unsewered areas, water main extensions, water treatment plant expansion, water supply and water main extensions, all substantially in accordance with the plans and specifications prepared by Russell & Axon, Consulting Engineers of Daytona Beach, Florida, now on file or to be filed with the City Clerk, at an estimated cost of Nine Million Four Hundred Fifty-one Thousand Two Hundred Twenty- six Dollars ($9,451,226), consisting of the proceeds of the Bonds authorized herein and other funds available therefor. Such cost shall be deemed to include the cost of the construction or acquisition of additions, extensions and improvements to said Combined Public Utility, including the acquisition of any lands or interest therein and of any fixtures or equipment or properties deemed necessary or convenient therefor, interest upon the Bonds issued )ursuant to this Resolution prior to the completion of such additions, ~xtensions and improvements to the extent that the revenues derived from said Combined Public Utility are insufficient therefor, engineering and legal expenses, fees for financial services, expenses for estimates of costs and of revenues, expenses for plans, specifications and surveys, administrative expenses and such other expenses as may be necessary or incidental to the Financing authorized by this resolution, and the construction or acquisition of ~he additions, extensions and improvements to said Water and Sewer System ~uthorized by this resolution, and the placing of same in operation, and for the ~ayment of any temporary obligations issued for the purposes provided in this resolution; and WHEREAS, said certificates have been validated by the Circuit Court of the Fifteenth Judicial Circuit of the State of Florida in and for Palm Beach County, Case No. 72 C 5447 Slewart, pursuanl lo decree entered on October 31, 1972; and WHEREAS, said Water and Sewer Revenue Bonds, Series 1972, have not yet been sold and it is desired to borrow money in anticipation of receipt of the proceeds of said certificates through the issuance of anticipation notes under Section 215. 431 of the Florida Statutes (Laws 1959, Chapter 59-127); NOW, THEREFORE, be it resolved by the City Council of the City of Delray Beach, as follows: Section 1. Thai for the purpose of paying the cost of the land needed for the sewage treatment plant in compliance with the terms of a contract enlered into between the City of Delray Beach and Melvin I. Muroff and Gloria Muroff dated June 13, 1972, and in anticipation of the receipt of the proceeds of the sale of $5,000,000 Water and Sewer Revenue Bonds, Series 1972, of the City of Delray Beach authorized by Resolution Number 48-72, there are hereby authorized to be issued the Water and Sewer Revenue Certificate Anticipation Notes of the City of Delray Beach in the aggregate principal amount of $460,000. Said notes shall be dated December 27, 1972, and shall bear interest from the date of delivery thereof until payment of principal at the rate of three and three quartersper cent 3.75% per annum payable semiannually on the first days of June and December of each year, both principal and interest to be payable in lawful money of the United States of America at the principal offices of First National Bank of Delray Beach and Delray Beach Naiional Bank in the City of Delray Beach, Florida. Said notes shall mature Decemt~,er 1, 1973 ~ ~; Said notes at any time outstanding shall be payable upon ten days notice by the city as a whole, and not in part, at any time from the proceeds of the sale of the aforementioned Water and Sewer Revenue Bonds, Series 1972 Section 2. Thai said notes are hereby sold, in the following amounts -2- Resolution No. 54-72. and of the maturities and denominations and bearing the numbers indicated below, to the following respective purchasers: $460,000 Notes Due .December 1~, j197.3 . ~ Notes Numb ered Denominations Purchas ers 1. $230,000 First National Bank of Delray Beach 2. $230,000 Delray Beach National Bank Section 3. That said notes shall be issued in registered form and shall be payable as to principal and interest only to the registered owner or his legal representative. Interest on each of said notes shall run from the date of delivery, which shall be specified therein, until payment of principal and the Mayor and City Clerk shall cause such date to be written or stamped, at the appropriate place, on the face of each such note prior to delivery thereof. Section 4. That the Mayor, Director of Finance and City Clerk shall have prepared and execute, under seal of the City of Delray Beach, fully registered notes in substantially the following form: UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF PALM BEACH CITY OF DELRAY BEACH WATER AND SEWER REVENUE CERTIFICATE ANTICIPATION NOTE Number $ 230,000.00 KNOW ALL MEN BY THESE PRESENTS that the City of Delray Beach in the County of Palm Beach and State of Florida for value received hereby promises to pay to the registered owner hereof, solely from the source hereinafter specified, the sum of Two Hundred thirty thousand Dollars ($ 230,000.00 ) in lawful money of the United States of America on or before December 1, , 19 73 , and from said source to pay interest on said sum from the date of delivery hereof ( December 27, 1972 .): at the rate of three and three quarter.s,. per cent ( 3.75% ) per annum, payable semiannually on the first days of June and December in each year, and upon payment of the principal hereof, both principal and interest being payable at -3- Resolution No. 54-72. in the City of Delray Beach, Florida, upon presentation of this note for appropriate annotations on the payment record hereto attached when interest is paid and for surrender and cancellation when principal is paid. Payments of interest shall be noted on the payment record and made a part of this note. This note is one of a duly authorized issue of $460,000 notes issued in anticipation of the receipt of the proceeds of the sale of $5, 000,000 Water and Sewer Revenue Bonds, Series 1972, of the City of Delray Beach, which were authorized pursuant to Resolution Number 48-72 adopted by the City Council of the City of Delray Beach on September 11, 1972, for the purpose of the construction and acquisition of additions, extensions and improvements to the Combined Public Utility of said City, consisting of, but not being limited to, new sewage treatment facilities force mains and sewer collection system improvements, sewer system and rehabilitation and repairs to the existing collection facilities in unsewered areas, water main extensions, water treatment plan expansion, water supply and water main extensions, all substantially in accordance with the plans and specifications prepared by Russell & Axonj Consulting Engineers of Daytona Beach, Florida, now on file or to be filed with the City Clerk, at an estimated cost of Nine Million Four Hundred Fifty-one Thousand Two Hundred Twenty-six Dollars ($9,451,226)j consisting of the proceeds of the Bonds authorized herein and other funds available therefor. Such cost shall be deemed to include the cost of the construction or acquisition of additions, extensions and improvements to said Combined Public Utility, including the acquisition of any lands or interest therein and of any fixtures or equipment or properties deemed necessary or convenient therefor, interest upon the Bonds issued pursuant to this Resolution prior to the completion of such additions, extensions and improvements to the extent that the revenues derived from said Combined Public Utility are insufficient therefor, engineering and legal expenses, fees for financial services, expenses for estimates of costs and of -4- Resolution No. 54-72. i revenues, expenses for plans, specifications and surveys, administrative expenses and such other expenses as may be necessary or incidental to the financing authorized by this resolution, and the construction or acquisition of the additions, extensions and improvements to said Water and Sewer System authorized by this resolution, and the placing of same in operation, and for the payment of any temporary obligations issued for the purposes provided in this resolution. Said issue of notes has been authorized pursuant to resolution adopted by said City Council on December 11, , 1972, under authority of the Florida Statutes, Section 215. 431. The City of Delray Beach has covenanted and agreed and does hereby covenant and agree to exercise its best efforts to issue and deliver all or a sufficient portion of the aforementioned $5,000,000 Water and Sewer Revenue Bonds, Series 1972, and to apply the proceeds thereof to the payment of the notes of which this is one prior to March 1, 1973 . This note and the issue of which it is a part are payable solely from the proceeds of the $5,000,000 Water and Sewer Revenue Bonds, Series 1972, in anticipation of which they are issued, except that interest on said notes falling due at any time prior to the issuance and delivery of said Water and Sewer Revenue Bonds, Series 1972, shall be paid from the current revenues to be derived from the collection of water and sewer charges of the City of Delray Beach. Except to the extent precluded by the rights of the holders of outstanding Water and Sewer Revenue Certificates, the holders of the notes of the issue of which this is one shall have all of the rights and privileges provided for the security of the Water and Sewer Revenue Bonds ,. Series 1972, in anticipation of the proceeds of which such notes are issued, and shall have the same right to enforce all remedies as is provided by Resolution Number 48-72 authorizing said certificates. For a more particular statement of the covenants securing the notes of the issue of which this is one reference is hereby made to the aforementioned resolution of Decemb.e.r_.___ll_L ...... , 1972. This note does not constitute a corporate indebtedness of the City of -5- Resolution No. 54-72. Delray Beach nor shall said city be obligated to pay this note or interest thereon except from the proceeds of said $5,000,000 Water and Sewer Revenue Bonds, Series 1972, and the water and sewer charges. It is hereby certified and recited that all acts, conditions and things required by the Constitution and laws of Florida including the charter of said city and the proceedings authorizing the issuance hereof, to happen, exist and be performed precedent to and in the issuance of this note have happened, exist and have been performed as so required. IN WITNESS WHEREOF, the City of Delray Beach has caused this note to be executed on its behalf by its Mayor, countersigned by its Director of Finance, and attested by its City Clerk, and the corporate seal of said city to be impressed hereon, all as of the 27th day of December · 1972. Mayor Counters igned: Director of Finance Attest: City Clerk (Provision for Registration) This note has been registered as to principal and interest in the name of the holder hereof on the books of the Director of Finance of the City of Delray Beach as Registrar as follows: Date ..... of Registry Name of Registered Holder Signature of Registrar : : · : : : : : : : : : : (Form of Assignment) hereby sell and assign Re$olu~c:i. on ~1'o. 54-72. and transfer unto the within note and all right, title and interest thereto and irrevocably authorize and appoint , Attorney, to transfer said note on the books of the Registrar with full power of substitution in the premises. Dated , 19 (L.S. In the presence of: Witnesses Payment Record Interest Payment ( ) Name of Paying Agent and signature and Title Date Due Amount Date Paid of Authorized Official Section 5. That in consideration of the purchase of said notes by the respective purchasers thereof, the City of Delray Beach hereby agrees so long as any of the notes herein authorized remain outstanding, as follows: A. The holders of said notes shall have the right to enforce all of the covenants prescribed by the proceedings authorizing the issuance of the Water and Sewer Revenue Bonds, Series 1972, and all other water and sewer revenue bonds of the city now outstanding, including, without limitation, the right to require the city to pay interest on and sinking fund charges in favor of all water and sewer revenue bonds, as well as the notes herein authorized as may be outstanding from time to time. B. The city represents that it has now and will from time to time have the power to issue and sell the Water and Sewer Revenue Bonds, Series 1972, authorized pursuant to Resolution Number 48-72. C. Upon the issuance of said certificates the notes herein authorized shall contemporaneously be paid, as to principal and interest, and cancelled. -7- Resolution No. 54-72. D. Except for obligations now outstanding, the city will not incur or permit to exist any obligations, debts or direct or contingent liabilities of any character whatsoever which are or may be enforceable against the water and sewer charge collections except as evidenced by the notes herein authorized and the Water and Sewer Revenue Bonds, Series 1972. E. The city will apply the proceeds of said notes solely for the purpose for which they are herein authorized. F. The holders of the notes herein authorized shall have any and all rights and remedies either at law or in equity to enforce the provisions of this resolution and the notes herein authorized. G. The city will supply all necessary information to the holders of the notes that any such holder may reasonably require or request to show that the city is carrying out its covenant and agreements as herein set forth. H. The city will incur no obligation payable from the proceeds of said Water and Sewer Revenue Bonds, Series 1972, ranking ahead of the obligation of the city to pay the notes herein authorized from said certificate proceeds. Section 6. That the city intends, and will use its best efforts to make all necessary arrangements in order to issue and deliver the Water and Sewer Revenue Bonds, Series 1972, and to pay the notes herein authorized prior to Mar~h:~l, 1973 . The city agrees, however, that said certificates will not be sold at a price less than 95% of the principal amount thereof and that Resolution Number 48-72 will not be amended to reduce the amount of certificates of said issue to an amount less than will produce sufficient proceeds to assure, with any available revenues, the retirement of all of the notes herein authorized, except with the consent of the holder of every note which shall not be paid in full upon the issuance and delivery of said certificates. Section 7. That if, at any time after December 1, 1973 , the holders of 100% in aggregate principal amount of the notes then outstanding shall feel it necessary to prevent default in the payment of the principal -8- Resolution No. 54-72. D. Except for obligations now outstanding, the city will not incur or permit to exist any obligations, debts or direct or contingent liabilities of any character whatsoever which are or may be enforceable against the water and sewer charge collections except as evidenced by the notes herein authorized and One Million Dollars ($1,000,000.00) in additional bond anticipation notes thereto and the Water and Sewer Revenue Bonds, Series 1972. E. The city will apply the proceeds of said notes solely for the purpose for which they are herein authorized. F. The holders of the notes herein authorized shall have any and all rights and remedies either at law or in equity to enforce the provisions of this resolution and the notes herein authorized. G. The city will supply all necessary information to the holders of the notes that any such holder may reasonably require or request to show that the city is carrying out its covenant and agreements as herein set forth. H. The city will incur no obligation payable from the proceeds of said Water and Sewer Revenue Bonds, Series 1972, franking ahead of the obligation of the city to pay the notes herein authorized from said certificate proceeds. Section 6. That the city intends, and will use its best efforts to make all necessary arrangements in order to issue and deliver the Water and Sewer Revenue Bonds, Series 1972, and to pay the notes herein authorized prior to March 1, 1973. The city agrees, however, that said certificates will not be sold at a price less than 95% of the principal amount thereof and that Resolution Number 48-72 will not be amended to reduce the amount of certificates of said issue to an amount less than will produce sufficient proceeds to assure, with any available revenues, the retirement of all of the notes herein authorized, except with -B- Resolution 54-72. the consent of the holder of every note which shall not be paid in full upon the issuance and delivery of said certificates. Section 7. That if, at any time after December 1, 1973, the holders of 10~/o in aggregate principal amount of the notes then outstanding shall feel it necessary to prevent default in the payment of the principal amount of the notes herein authorized, said holders may require the city through the right of mandamus on the city to offer the bonds for sale. Section 8. That if any section, paragraph, clause or provision of this resolution shall be held to be invalid or ineffective for any reason the remainder of this resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provisiDn. Passed and adopted December 11, 1972. City Cler~ The foregoing resolution and form of note therein contained are hereby approved as to form this llth day of December, 1972 . City Attorney The foregoing resolution and the expenditures for which provision is therein made are approved by me this llth day of December, 1972~~D~ir~e tour~ ~~~/~/~ c of Finance --9-- Resolution 54-72. amount of the notes herein authorized, said holders may require the city t~( -~. s~ell to said holders all or a sufficient portion of the Water and Sewer Revenue~. Bond'E, Series 1972, at the price of 95% of the par value thereof and accrued interest to the date of delivery. Notice of the exercise of such right shall be given by registered mail to the City Clerk at least forty-five days prior to the date upon which said certificates are to be delivered and during said period (as well as at any time prior thereto) the city shall have the complete right 'to sell said certificates and deliver the same to any other purchaser or purchasers so long as the city is thereby enabled to pay the notes herein authorized; it is the intention of this section to provide that the holders of the notes shall have such right to purchase the certificates so as to m'~ke sure that said certificates will in fact be issued and delivered prior to December 1, 1973 , the date upon which said notes must be paid under Section 215. 431 of the Florida Statutes. Section 8. That if any section, paragraph, clause or provision of this resolution shall be held to be invalid or ineffective for any reason the remainder of this resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision. Passed and adopted December 11. 1972 ............... Mayor ~' Att est: City Clerk The foregoing resolution and form of note therein contained are hereby approved as to form this llth day of December., 1972 . City Attorney The foregoing resolution and the expenditures for which provision is therein made are approved by me this llth day of .D.e~e_n~ber, ].9_]__2, .... EYirector of-Finance .............. -9- Resolution No. 54-72.