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Res 46-88 RESOLUTION' NO. 46-88 -' ~' . A RR~OI~ .OP THE CITY .COMMISSION OF THE CITY'OF DELRAY BRACI~;~?FLORIDA, AUTHORIZING THE NEGOTIATED SALE OF $25,135,000 WATER AND SEWER REFUNDING REVENUE BOND~, SERIES 1988, OF THE CITY OF DELRAY BEACH, FLORIDA; PROVIDING FOR THE TERMS OF SUCH BONDS; APPOINTING A PAYING AGENT AND A REGISTRAR FOR SAID BONDS; APPOINTING AN ESCROW AGENT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT AND RATIFICATION OF THE DISTRIBUTION OF A PRELIM- INARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; PROVIDING FOR THE TRANSFER OF FUNDS; PROVIDING FOR BOND INSURANCE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW 6EPOSIT AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FINANCIAL GUAR- ANTY AGREEMENT IN CONNECTION WITH THE ISSUANCE OF THE SURETY BOND BY MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION; AMENDING, SUPPTRMENTING, AND RESTATING CERTAIN PROVISIONS OF THE AUTHORIZING RESOII3TION IN CONNECTION WIT~ OBTAINING THE BOND INSURANCE AND SURETY BOND; SUPP~NT1NG THE DISCHARGE AND SATISFACTION PROVISIONS OF THE AUTHORIZING RESOLUTION FOR THE BONDS; AUTHORIZING PROPER OFFICIALS TO DO ATJT. OTHER THING~ DEI~D NECESSARY OR ADVIS- '- ABLE IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Delray Beach, Florida (the "City"), did on June 28, 1988, adopt Resolution No. 36-88, as amended, restated and supplemented by Resolution No. 39-88, adopted by the City on July 12, 1988 (collectively called the "Bond Resolution"); and ~,' the Bond Resolution did authorize the issuance of the City's Water.and Sewer Refunding Revenue Bonds, Series 1988, in the aggregate principal amount of not exceeding $30,000,000 (the "Bonds"); and WHEREAS, The City is desirous of issuing $25,135,000 of such B6nds (the "1988 Bonds"); and WHEREAS, The City has previously issued its $24,860,000 Water and Sewer Revenue Bonds, Series 1984, dated October 1, 1984 (the "1984 Bonds"); and WHEREAS, there is $23,185,000 principal amount outstanding and unpaid of the 1984 Bonds; and -1- Res. No. 46-88 WHEREAS, pursuant to the resolutions adopted by 'the City Com~'iS.i~&uthOrizing the issuance of the 1984 Bonds, certain funds and ~'Were created and established thereunder including a Debt Service Reserve Account, an Interest Account and Principal Account; and WHEREAS, on the proposed effective date of this Resolution, there remains approximately $4,598,744.05 in such funds and accounts relating to the 1984 Bonds (the "Remaining Funds"); and WHEREAS, the City is desirous of refunding the 1984 Bonds; and WHEREAS, the Bond Resolution provides tb~t certain details of the Bonds and certain other provisions of th.e Bond ReSolution shall be determined by subsequent proceedings of the Cit7' shall be deemed to be supplemental to the Bond Resolution~ and WHEREAS, there have been prepared with respect to the issu- ance and sale of the 1988 Bonds and sub~itted to the City forms of: (a) a Preliminary Official Statement, dated August 12, 1988 (the "Preliminary Official Statement"), attached hereto as Exhibit A; · ?~i (b) a Purchase Contract, attached hereto as Exhibit B; (c) an Escrow Deposit Agreement, attached hereto as Exhibit C (d) a form of the Financial Guaranty Agreement (the "Financial Guaranty Agreement") provided by Municipal Bond Investors Assurance Corporation ("MBIA"), attached hereto as Exhibit D, which sets --2-- Res. No. 46-88 forth the terms and conditions by which MBIA will provide the Surety Bond (as defined below); and WHEREAS, the City's financial advisor has recommended, the negotiated sale of the 1988 Bonds. in a letter attached hereto as Exhibit E; and WHEREAS, the City's financial advisor has recommended in such letter, attached hereto as Exhibit E, that the principal and interest on the 1988 Bonds be insured by a municipal bond insurance policy (the "Bond Insurance Policy") issued by MBIA; and WHEREAS, the City's financial advisor has also recommended in such letter, attached hereto as Exhibit E, that in lieu of depos- its from 1988 Bond proceeds or from revenues into the De~- Service. Reserve Account (as defined in the Bond Resolution), a surety b~' issued by MBIA (the "Surety Bond") shall be provided with coverage equal to the Debt Service Reserve Requirement, which shall be equal to the Maximum Annual Debt Service for the 1988 Bonds; WHEREAS, pursuant to Section 218.385(4), of the Florida Statutes, an authorized representative of the Underwriters (as here- inafter defined) has delivered to the City a disclosure statement attached hereto as Exhibit F; and WHEREAS, as a condition of obtaining the Bond Insurance Policy and~the-Surety Bond, it is necessary to amend and supplement certain prOVisions of the Bond Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: SECTION 1. Definitions. That any term not otherwise defined in this Resolution shall have the meaning ascribed to such term in the Bond Resolution unless the context clearly indicates otherwise. SECTION 2. Purpose an~ Bond De~ig~ati~. That the City hereby determines (i) to issue $25,135,000 aggregate principal amount of its 1988 Bonds, for the purpose of (a) paying or providing for the --3-- Res. No. 46-88. payment and refunding of the 1984 Bonds, (b) providing' for the paymsn*~'Q~~-premiums for the Surety Bond and the Bond Insurance Poli¢l~, ('~'~i~ the costs of issuance of the 1988 Bonds; and (ii) to desig.ate Such Bonds as its "Water a"d Sewer Refunding Revenue Bonds, Series 1988". SB~TION 3. Bon~ Terse. That the 1988 Bonds shall be in registered form, shall be in denominations of $5,000 or in any inte- gral multiple thereof, shall be dated, and shall bear interest from, September 1, 1988, except that subsequently issued Bonds shall be dated- and bear interest in the manner provided in the Bond Resolution, shall be numbered in the manner as may be prescribe~ by the Registrar (as herein defined), shall bear interest payable '~n April 1, 1989, semi-annually thereafter on the first day of~~ and April of each Year, shall bear interest at the rates per annum and maturing on October 1 in the years and amounts as follows: Year Amount Interest Year Amount Interest 1990 $ 705,000 5.80% 1998 $1,725,000 7.15% 1991 1,100,000 6.10 1999 1,845,000 7.30 1992 1,170,000 6.30 2000 1,980,000 7.40 1993 1,240,000 6.50 2001 2,125,000 7.50 1994 1,325,000 6.65 2002 2,285,000 7.60 1995 1,410,000 6.80 2003 2,460,000 7.65 1996 1,510,000 6.90 2004 2,645,000 7.70 1997 1,610,000 7.00 S~OB: 4~. Redemption Provisi~. That the 1988 Bonds maturin~ ~-~t~'-..years 1990 to 1995, both inclusive, are not redeem- able prior to their stated dates of maturity. The'1988 Bonds matur- ing on October 1, 1996, and thereafter are redeemable prior to their stated dates of maturity, at the option of the City, from any funds available for such purpose (i) in part, in inverse order of maturi- ties and by lot within a maturity, if less than a full maturity, on October 1, 1995, or on any interest payment date thereafter, and (ii) as a whole at any time on or after October 1, 1995, at the redemption prices set forth below (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued -4- Res. No. 46-88 interest to the date fixed for redemption, if redeemed prior to maturit~t~the following periods: ~i~'~,. Period Ending '<~'~¢BO~:h Dates Inclusive) Redemption Price October 1, 1995 - September 30~ 1996 102% October l, 1996 - September 30, 1997 101% October 1, 1997 and thereafter 100% Notice of redemption of the 1988 Bonds shall be mailed, postage prepaid, by the Registrar not less than thirty (30) days before the date fixed for redemption to the registered owners of any 1988 Bonds or portions of 1988 Bonds which are to be'redeemed, at their addresses as they appear fifteen (15) days prior tot he date such notice is mailed on the registration books kep~ by the' Registrar. The Registrar also shall mail (by certified mail, return receipt requested) a copy of such notice for receipt not less than thirty-five (35) days before such redem~tion date to the following: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530; Midwest Securities Trust Company, Capital Structures - Call Notification, 440 South LaSalle Street, Chicago, Illinois 6060§; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market S~reet, Philadelphia, Pennsylvania 19103; Attention: Bond Departme~ .provided, however, that such mailing shall not be a con- dition precedent to such redemption and failure so to mail any such notice shall not affect the validity of any proceedings for the redemption of Bonds. Such notice of redemption shall set forth (i) the date fixed for redemption, (ii) the redemption price to be paid, (iii) that such 1988 Bonds will be redeemed at the principal corporate trust office of the Paying Agent (as herein defined), (iv) if less than all of the 1988 Bonds shall be called for redemption, the distinctive numbers, letters and CUSIP identification numbers, if -5- Res. No. 46-88 any, of such 1988 Bonds to be redeemed, tv) in the case of 1988 Bonds to in part only, portion of principal amount the RegiStrar deems rele ant. In case any 1988 Bond is to be redeemed in part only, the notice of redemption that relates to such 198S~ Bond shall state also that on or after the redemption date, upon surrender of such 1988 Bond, a new 1988 Bond or Bonds of the same maturity, bearing interest at the same rate and in aggregate princi- pal amount equa~ to the unredeemed portion of suctl 1988 Bond, will be issued. Failure of the registered owner of any 1988 Bo~ which are -to be redeemed to receive any such notice shall not effec~ the valid- ity of the proceedings for the redemption of 1988 Bonds for proper notice has been given. Interest shall cease to accrue on of the 1988 Bonds duly called-for prior redemp~ion if payment of redemption price has been duly made or provided for. SECTION 5, Paying A~J~nt. That the City Commission hereby appoi.nts Citizens and Southern Trust Company (Florida)., National Association, as paying agent (the 'SPaying Agent") for the Bonds. SECTION 6. Registrar. That-the City Commission hereby appoints Citizens and Sou~ern Trust Company (Florida), National Assooi&t~i'as! r~istrar (the "Registrar" ) for the Bonds. S~IO~ ?. Escrow Agent. That the City Commission hereby appoints Midlantic National Bank and Trust Co./Florida, as escrow agent (the "Escrow Agent") under the Escrow Deposit Agreement (hereinafter referred to). SECTION 8. Remaining Funds. That the City Commission hereby directs that, on the date of issue of the 1988 Bonds, the por- tion of the Remaining Funds representing amounts on deposit in the Debt Service Reserve Account for the 1984 Bonds shall be deposited into Escrow Account 2, created and established pursuan~ to the Escrow Deposit Agreement, and the balance of the Remaining Funds --6-- Res. No. 46-88 representing amounts on deposit in the Interest Account and Principal' ACCOUllt fO~th~ 1984 Bonds shall be transferred to the City's Water and Sewer ~and expeditiously expended to-treat the contamination 'of the City's'20-series wellfield. SECTION 9. Ap~licatiom of Bo~d P~oc~ed~. T h a t a 1 1 moneys received by the City from the sale of the 1988 Bonds shall be simultaneously disbursed as follows: 1.' The accrued interest derived from the sale of the 1988 Bonds shall be deposited in the Interest ~:ount created and estab- lishe~ by the Bond Resolution, and used for the purpose of paying interest on the 1988 Bonds as the same becomes due and payable. 2. From the proceeds of the sale of the 1988 shall be paid to MBIA $133,000, representing the total the Bond Insurance POlicy, and there shall also be paid to MBIA $75,000, representing the total premium necessary to obtain the Surety Bond, in lieu of deposits in the Debt Service Reserve Account. 3. From the proceeds of the sale of the 1988 Bonds an amount which together with the $2,850,212.80 transferred from the Debt Service Reserve Account for the 1984 Bonds shall be deposited in an escrow deposit trust fund held by the Escrow Agent under the terms and provi~f011~, of the Escrow Deposit Agreement, and such proceeds shall be h~ld irrevocably in trust in the escrow depoeit trust fund under the terms and provisions of the Escrow Deposit Agreement; such moneys shall be invested at the time of deposit in U.S. Obligations and Open Markets (as such terms are defined ~n the Escrow Deposit Agreement) except for certain open cash balances maintained therein from time to time, which shall be sufficient to pay the principal of, redemption premium and interest on the 1984 BOnds as the same mature and become due and payable or are redeemed prior to maturity, as provided in the Escrow Deposit Agreement. -7- 4. The balance of the proceec~ derived from the sale of the 1988 be applied to pay the costs of issuing the 1988 Bonde.~ ~', SECTION 10. Preli~marF and Final Official Statement. That the execution of the Official Statement of the City, to be dated the date of this resolution (unless otherwise determined by the City Commission), relating to the 1988 Bonds, in substantially the form of the Preliminary Official Statement, attached hereto as Exhibit A, with such changes as are necessary to conform to the details of the 1988 Bonds and the requirements of the Purchase Contract, is hereby approved. The City Commission hereby authorizes the execution of the Official Statement and the City Commission hereby authorizes Official Statement and the information contained therein to be by the Underwriters (as hereinafter defined) in connection with the offering and sale of the 1988 Bonds. The City Commission hereby ratifies, approves and consents to the use by the Underwriters (as hereinafter defined) of the Preliminary Official Statement (attached hereto as Exhibit A) in connection with the public offering of the 1988 Bonds. The Official Statement may be modified in a manner not inconsistent with the substance thereof as shall be deemed advisable by the Ci~: Commission and by Bond Counsel to the City. The Mayor and Manager are hereby authorized and directed to. sign the Official Statement and any amendment or supplement thereto, in the name of and on behalf of the City and deliver the same and any such amendment or supplement to the Underwriters. SECTION 11. Negotiated Sale. That the City Commission hereby adopts the recommendations of the City's financial advisor, as described in a letter from the City's financial advisor, dated the 'date of this Resolution and attached hereto as Exhibit E. The City hereby finds, based on the reasons set forth in such letter, that it would be in the best interest of the City that the 1988 Bonds be sold on a negotiated basis. Res. No. 46-88 SECTION 12. Award of Bon~s. That the Purchase 'Contract (attache~:i~eto' as Exhibit B) for the 1988 Bo~ds, dated August 18, 1988 (th~~e Contract"), between the City and Prescott, Ball & Turben, Inc., Gulfstream Financial Associates, Inc., and Prudential-Bache Capital Funding, acting as the underwriters for the 1988 Bonds (collectively referred to herein as the "Underwriters"), as submitted to this meeting, be and the same is hereby approved and accepted. SECTION 13. Purchase Contract. That in accordance with the tezl~s of the Purchase Contract, the 1988 Bo~de are hereby sold to the Underwriters at a purchase price of $24,798,693.70, plus accrued interest on the 1988 Bonds from September 1, 1988, to the payment and delivery therefor, on the terms, and conditions seC fo~ in the Purchase Contract, and the Mayor or, in his absence, the Vice-Mayor of the City each is hereby authorized an~ directed to exe- cute the Purchase Contract and any amendment or supplement thereto, in the name of and on behalf of the City and deliver the same and. any such amendment or supplement to the Underwriters and the City Clerk or Assistant City Clerk is hereby authorized and directed to affix the seal of the City and attest the same, if so required by the terms thereof. S~JTION 14. Escrow Deposit Agree~em~t. That the form, terms and provisions of the Escrow Deposit Agreement, attached hereto as Exhibit C, between the City and the Escrow Agent, as submitted to this meeting, be and the same are hereby approved and accepted. The Mayor or, in his absence, the Vice-Mayor of the City each is hereby authorized and directed to execute and deliver the Escrow Deposit Agreement in substantially the form submitted to this meeting, with such changes, insertions and deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by the Mayor and the Finance Director of the City, the execution of said Escrow Deposit Agreement being conclusive evidence of such approval. --9-- Res. No. 46-88. SECTXON 15. Financial Guaranty Agreeeent. T h a t t h e form, p~ovisions of the Financial Guaranty Agreement betweer~ MBIA, substantially in the form attached hereto as Exl~ibit' ~," be and the same are hereby approved and accepted. The Mayor or, in his absence, the Vice-Mayor each is hereby authorized and directed to execute and deliver the Financial Guaranty Agreement on behalf of the City in substantially the form submitted to this meeting, with such changes, insertions and deletions thereto as are necessary or desirable for carrying out the purposes thereof as may be approved by the City Attorney and Bond Counsel to the City, the execution of said Financial Guaranty Agreement being conclusive evi- dence of such approval. SECTION 16. Authorization for Purchase ~£'~ .. U. S. Obligations. That the Mayor and Finance Director of the City be, and both of them, or any member or associate attorney of Mudge Rose Guthrie Alexander & Ferdon, Bond Counsel to the City or any authorized representative of the Underwriters, hereby are authorized on behalf of the City, to file subscriptions for and to purchase U.S. Obligations in such amounts, maturing at such times and bearing such rates of interest as shall be necessary (taking into account any moneys or other securities deposited with the Escrow Agent at the same time.: ~ such: purpose) to pay when due the princi~al of, redemp- tion premium,' and interest on the 1984 Bonds~ and to take such other action as he may deem necessary or appropriate to effectuate the pur- chase of said securities. SECTION 17. Bond Insurance Policy and Surety Bond. That, based on the recommendations of the City's FiD~ncial Advisor, set forth in a letter attached hereto as Exhibit E, the City Commission finds that obtaining the Bond Insurance Policy and Surety Bond from MBIA are in the best interests of the City and the City Commission hereby directs that the premium due on the Bond Insurance -10- Res. No. 46-88 Policy and Surety Bond be paid. 'in accordance with the respective " 18. Disclosure Statement. That the City does hereby find that the Underwriters have submitted the disclosure statement required by Section 218.385(4), Florida statutes, a copy of which is attached hereto as Exhibit "F". SECTION 19. A. That Part I, Article III, Section 4.B. of the Bond Resolution is hereby amended and restated as. follows: B. RATES. The City, in each Fiscal Year, will fix, estab- lish and maintain such rates and collect such fees,-rentals or other charges for the services and Facilities of Combined Public Utility, and revise the same from timeto' time whenever necessary,..as will always provide in eac~ 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 peri passu addi- tional Bonds hereafter issued; B~l~~~-~ and that such Net Revenues shall be sufficient to make all of the payments required by the te~>0.£ this Resolution and that such rates, fees, rentals or otl~r Charges shall not be so reduced so as to be insuf- ficient for such purposes. B. That Part 1, Article III, section.4.D.4 of the Bond Resolution is hereby amended, supplemented and restated as follows: 4'~ To the extent not funded from Bond proceeds, Net Revenues shall next be used, to the full extent necessary, for 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 (1§th) 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, 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 -ll- Res. No. 46-88 Service Reserve Account in an amount less than the Debt Service Reserve Requirement, the City shall (except as heree£~provided in the following paragraph) cause Net Reve~..to be deposited in an amount equal to one-sixtieth (1/60tl~']~; Of the difference between the amount on deposit in the Deb*:' Service Reserve Account and the Debt Service Reserve Requirement, and provided fttrther, that no payments shall be required to be made into the Debt Service Reserve 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 deuosit fro~ 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 the difference between the Debt Service Reserve Require" 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 defi- ciency exists which cannot be cured by funds in any other account held pursuant to this Resolution and available for such purpose under the terms and order of priority as established by this Resolution. In ad~ition, the City, at any time by subsequent proceedings of the City Comission, 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 whose municipal bond insurance poli- cies 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 fol- lowing 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 ($ncludinq Permitted Investments of such cash) and a Reserve Account Credit Facility Substitute in the aforementioned manner, and it necessary to make payments into the Interest Accou_n_t. Principal Account or Bond Redemption Account iH the Sinkinq Fund when moneys in the Revenue Fund and the P%edqed. Impact -12- Res. No. 46-88 Charae Fund, to the extent Pledged Impact Char~es have been pledaed, are ~nsufficient therefor, the City covenants to e :~ ~ cash includin Permitted Investments of ~u~h ~ ....... !~d~s~t in the Debt Service Reserve Account xnto su~~~s ~n the Sinking Fund prior to any disburse-' men~/~de from the Reserve Account Credit Facllltv 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 provided herein, the principal amount thereof shall be reduced by the 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 withdrawn under subsection (b) above shall be deposited in the Renewal, Replacement and Improvement Fund and used for the purposes provided there- in; provided, however, that all of the income andexpenses incurred from the investment and reinvestment of moneys' on deposit in the Debt Service Reserve Account shall be depos- ited 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. insuffi- cient 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 withdrawals shall be subsequently restored from the first Net Revenues available after all required payments have been made into the Interest Account, the Prine~pml. Account and the Bond Redemption Account, includ- ing a~'deficiencies for prior payments to the extent such def~ciencies are not paid from moneys on deposit, in the Pledged Impact Charge Fund as hereinafter provided. Notwithstanding any provision in.this Bond Resolution to ~he contrardt, if a disbursement ~s made from a Reserve Account Credit Facility Substitute, the City shall be Obl%- qated to reinstate the maximum limits of such Reserve Account Credit Facility Substitute prior to makinq ~eposits into the Debt Service Reserve Account from the Net Revenues and Pledged Impact Charges, if any. If motet hah one Reserve Account Credit Facility 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. -13- Res. No. 46-88 C. That Part 1, Article III, Section 4.R. of the Bond Resoluti°~.is hereby supplemented as follows: ~_~he case of Bonds whi_c~_by their terms mae be redeemed__ prior to their stated maturitY, the city shall give the Reaistrar. in form sa~ls~actorvtot~e Registrar, i~revoca- bls instructions= .(ik stating the date.~h~_.th__e._~r~!~al of each s_uch Bond is to be paid. whether at maturity or. on a redemption date; (ii) requiring the R~istrar to call for redemp- tio. u sua t 90 t .o s .. t be redeemed prior to maturity pursuant to ii) hereof; and (ii!~ ~_.r_i_n~. the Reqi~ra~_~m_.p~blish an~ mail, as soon as practicable, a n0ticetothe owners ; of such Bonds that the deposit reauired by t~is ~. Section 4.R. has been made and that such Bonds are .- deemed to have been paid in accordance with this Section 4.R. and stating the maturity'or redemption date upon which money is to be available for the paY- ment of the principa~, or redemption price, if aPPli- cable, on such Bonds as specified in (i) hereof. Notwithstanding the foreg~ir~, the dis...._c~_eandsat- isfaction of the .Bonds shall not becondit~onedonthe giving o2 such notices. Notwithstandinq_a__n[~hi_n_q contained in this SeGtion 4.R. to the contrary, the covenants, liens and D~edues contained iht his Sond 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. SECTION 20. Further Authorfzatfo~m. That the Mayor, the Vice-Mayor, the City Manager, the Finance Director, the City Attorney, and any other proper official of the City, be and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to bedone any and all acts andthings necessary or proper for carrying out the transac- tions contemplated by this resolution. -14- Res. No. 46-88 SECTION 21. Effective Dete. That this Resolution shall take effe~~,iately upon its passage. PA~S~-D~,AND ADOPTED in special session on ~is ~e 18~ day Of August, 1988 CITY OF DELRAY BEACH, FLORIDA Attest~ Mayor -15- Res. No. 46-88 EXFIBITS TO RESOLUTION NO. 4~-8~ Exhib~A~ - Preliminary Official Statement Exhib~,~ - Purchase Contract Exhibit C' - Escrow Deposit Agreement Exhibit D - Financial Guaranty Agreement Exhibit E - Letter from Financial Advisor Exhibit F - Underwriters' Disclosure Statement NOTE: Copies of Exhibits A - F are in the Bond File. · I