HomeMy WebLinkAboutCity of Tamarac Resolution R-2005-219Temp Reso #10853 - November 17, 2005
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CITY OF TAMARAC, FLORIDA�u1,5G��b ► II�Z"z(o�
RESOLUTION NO. R-2005
A RESOLUTION OF THE CITY COMMISSON OF THE CITY OF
TAMARAC, FLORIDA SUPPLEMENTING RESOLUTION NO. R-
2005-�; AUTHORIZING AND APPROVING THE
NEGOTIATED SALE OF NOT TO EXCEED $15,000,000 CITY OF
TAMARAC, FLORIDA CAPITAL IMPROVEMENT REVENUE
BONDS, SERIES 2005; AUTHORIZING THE SALE THEREOF TO
RBC DAIN RAUSCHER INC. SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED HEREIN; APPOINTING THE
PAYING AGENT AND REGISTRAR; APPOINTING THE
INSURER AND APPROVING THE INSURANCE POLICY
COMMITMENT; PROVIDING CERTAIN OTHER MATTERS
RELATING TO THE SERIES 2005 BONDS; PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "City Commission") of the City of Tamarac,
Florida (the "Issuer") adopted Resolution No. R-2005- Z/ :- - on November 23, 2005, as
amended and supplemented from time to time, and as particularly supplemented hereby
(collectively, the "Resolution"); and
WHEREAS, all capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Resolution; and
WHEREAS, by the Resolution, the Issuer authorized the issuance of not to exceed
$15,000,000 City of Tamarac, Florida Capital Improvement Revenue Bonds, Series 2005 (the
"Series 2005 Bonds") to finance the acquisition, construction and equipping of the Project, to
fund the Reserve Account (including by purchase of a Reserve Account Policy), and pay certain
expenses relating to the issuance of the Series 2005 Bonds including the cost of an Insurance
Policy relating to the Series 2005 Bonds; and
WHEREAS, the Issuer now desires to supplement the Resolution to authorize the sale of
the Series 2005 Bonds on a negotiated basis to RBC Dain Rauscher Inc., d/b/a RBC Capital.
Markets, (the "Underwriter") based on satisfaction of the terms and conditions contained herein;
and
WHEREAS, due to the willingness of the Underwriter to purchase the Series 2005 Bonds
at interest rates favorable to the Issuer and the critical importance of timing of the sale of the
Series 2005 Bonds, it is hereby determined that it is in the best interest of the public and the
Issuer to sell the Series 2005 Bonds at a negotiated sale upon meeting the terms and conditions
contained herein and in the Purchase Contract attached hereto as Exhibit "A" (the 'Bond
Purchase Agreement"); and
Temp Reso #10853 - November 17, 2005
Page 2
WHEREAS, the Issuer has received an offer from the Underwriter to purchase the Series
2005 Bonds, subject to the terms and conditions contained in the Resolution, herein and set forth
in the Bond Purchase Agreement; and I
WHEREAS, the Issuer desires to sell its Series 2005 Bonds subject to the terms and
conditions contained in the Resolution, herein and set forth in the Bond Purchase Agreement,
and authorize execution and distribution of the Official Statement in connection with the
issuance of the Series 2005 Bonds; and
WHEREAS, prior to the execution of the Bond Purchase Agreement the Issuer will be
provided all applicable disclosure information required by Section 218.385, Florida Statutes, a
copy of which is attached to or otherwise included as part of the Bond Purchase Agreement;
and
WHEREAS, this Resolution shall constitute a Supplemental Resolution under the terms
of the Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF CITY OF
TAMARAC, FLORIDA AS FOLLOWS:
SECTION 1. Due to the willingness of the Underwriter to purchase not to exceed
$15,000,000 in aggregate principal amount of the Series 2005 Bonds at interest costs favorable to
the Issuer and the critical. importance of timing of the sale of the Series 2005 Bonds, it is hereby
determined that it is in the best interest of the public and the Issuer to sell the Series 2005 Bonds
at a negotiated sale (rather than through a competitive bid) and such sale to the Underwriter
(pursuant to the terms and conditions contained in the Resolution, herein and in the Bond
Purchase Agreement) is hereby authorized and approved.
SECTION 2. Subject to the terms and conditions of Section 3 hereof, the Series 2005
Bonds may be sold in a negotiated sale to the Underwriter upon the terms and conditions set
forth in the Resolution, herein and in the Bond Purchase Agreement which is attached hereto as
Exhibit "A" and incorporated by reference. The form of the Bond Purchase Agreement is hereby
approved by the Issuer (such approval indicating the recognition of the Issuer that the
conditions precedent in the Bond Purchase Agreement and Section 3 hereof have been met or
will be met prior to the delivery of the Series 2005 Bonds). Upon satisfaction of the conditions
contained in the Resolution, Section 3 hereof and the Bond Purchase Agreement, the Issuer
hereby authorizes the Mayor or Vice Mayor and the City Manager or assistant or deputy City
Manager to execute and deliver the Bond Purchase Agreement in substantially the form
attached hereto as Exhibit "A" (with such changes and filling of blanks as shall be approved by
the Mayor or Vice Mayor and the City Manager or assistant or deputy City Manager) in the
name of and on behalf of the Issuer, such signatures to be attested by the City Clerk or assistant
or deputy City Clerk, and form of which Bond Purchase Agreement to be approved by the City
Attorney or the Assistant City Attorney. All of the provisions of the Bond Purchase Agreement,
when executed and delivered by the Issuer as authorized herein shall be deemed to be part of
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Temp Reso #10853 - November 17, 2005
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this instrument as fully and to the same extent as if incorporated verbatim herein. The
execution and delivery of the Bond Purchase Agreement to be conclusive evidence of the
approval thereof.
SECTION 3. (1) The Issuer hereby delegates to the Mayor of the Issuer or his designee
the authority (a) to determine (i) the dated date, (h) the maturity dates and amounts, (iii) the
interest rates and payment dates, (iv) the redemption features, (v) the Amortization
Installments for the Term Bonds, if any, (vi) the delivery date, and (vii) all other details of the
Series 2005 Bonds, and (b) to take such further action as shall be required for carrying out the
purposes of the Resolution and this Resolution all with respect to the Series 2005 Bonds; and (c)
to execute and deliver, on behalf of the Issuer, the Bond Purchase Agreement as provided in
Section 2 above; provided, however, that the Mayor or his designee shall not take any action
pursuant to this Section 3 unless the Mayor or his designee shall have received from the
Underwriter such information as the Mayor or his designee shall deem necessary in order to
demonstrate that (i) the par amount of the Series 2005 Bonds is not in excess of $15,000,000, (ii)
the true interest cost rate of the Series 2005 Bonds is not more than 5.50%, (iii) the final maturity
of the Series 2005 Bonds is not later than October 1, 2032, and (iv) the underwriting discount is
not greater than 0.550% of the original principal amount of the Series 2005 Bonds.
(11) All actions of the Mayor or his designee taken pursuant to the authority
contained in this Section 3 shall be evidenced by a certificate to be executed by the Mayor or his
designee (the "Certificate of Mayor") and filed with the City Clerk . The execution of the
Certificate of Mayor or his designee shall constitute complete evidence of the actions of the
Mayor or his designee in accordance with this Section and shall constitute official action of the
Issuer.
SECTION 4. The Series 2005 Bonds shall be issued under and secured by the
Resolution and shall be executed and delivered in the manner as set forth in the Resolution,
with such additional changes and insertions therein as conform to the provisions of the Bond
Purchase Agreement, and such execution and delivery shall be conclusive evidence of the
approval thereof by such officers.
SECTION 5. The members of the City Commission and the Issuer's officers, attorneys
and other agents and employees are hereby authorized and directed to execute any and all
certifications or other instruments or documents required by the Resolution, the Bond Purchase
Agreement or any other document referred to above as a prerequisite or precondition to the
issuance of the Series 2005 Bonds and any such representation made therein shall be deemed to
be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in
furtherance of the issuance of the Series 2005 Bonds is hereby approved, confirmed and ratified.
SECTION 6. A policy of municipal bond insurance (the "Financial Guaranty Insurance
Policy") to insure the holder of any Series 2005 Bond of receiving the scheduled payment of
principal and interest on behalf of the Issuer is hereby authorized to be purchased from MBIA
Insurance Corporation (the "Insurer") in accordance with the commitment for insurance
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Temp Reso #10853 - November 17, 2005
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attached hereto as Exhibit "B" (the "Bond Insurance Commitment"), and payment for such
Financial Guaranty Insurance Policy is hereby authorized from Series 2005 Bond proceeds. The
City Manager or assistant or deputy City Manager is hereby authorized to execute such Bond
Insurance Commitment. The provisions of the Bond Insurance Commitment are hereby
incorporated by reference. To the extent of any inconsistency between the provisions of the
Bond Insurance Commitment and provisions otherwise contained in the Resolution, the
provisions of the Resolution shall prevail. A statement of insurance is hereby authorized to be
printed on or attached to the Series 2005 Bonds for the benefit and information of the Series 2005
Bondholders.
SECTION 7. A Reserve Account Surety Bond to be deposited in the Reserve Account
to satisfy all or a portion of the Reserve Account Requirement (the "Reserve Policy") is hereby
authorized to be purchased from the Insurer in accordance with the commitment for surety
bond attached hereto as Exhibit "C" (the "Surety Commitment"), and payment for such Reserve
Account Surety Bond is hereby authorized from the Series 2005 Bond proceeds. The City
Manager or assistant or deputy City Manager is hereby authorized to execute such Surety
Commitment. The provisions of the Surety Commitment are hereby incorporated by reference.
To the extent of any inconsistency between the provision of the Surety Commitment and the
provisions otherwise provided in the Resolution, the provisions of the Resolution shall prevail.
The Issuer hereby authorizes the Mayor or Vice Mayor and the City Manager or
assistant or deputy City Manager to execute and deliver the Guaranty Agreement substantially
in the form attached to the Surety Commitment (with such changes and filling of blanks as shall
be approved by the Mayor or Vice Mayor and the City Manager or assistant or deputy City
Manager) in the name of and on behalf of the Issuer, such signatures to be attested by the City
Clerk or assistant or deputy City Clerk and the form of which Guaranty Agreement to be
approved by the City Attorney or the Assistant City Attorney. Upon execution and delivery of
such Guaranty Agreement, all the provisions thereof shall be deemed to be part hereof and of
the Resolution as fully and to the extent as if incorporated verbatim herein. The execution and
delivery of the Guaranty Agreement shall constitute conclusive evidence of the approval
thereof.
SECTION 8. J.P. Morgan Trust Company, N.A. is hereby appointed as Paying Agent
and Registrar with respect to the Series 2005 Bonds. The Mayor or Vice Mayor and the City
Manager or are hereby authorized to execute an agreement with J.P. Morgan Trust Company,
N.A. to act as Paying Agent and Registrar, the form of which shall be approved by the City
Attorney or the Assistant City Attorney.
SECTION 9. The Issuer hereby covenants and agrees that, in order to assist the
Underwriter in complying with the continuing disclosure requirements of Rule 15c2-12 of the
Securities and Exchange Commission with respect to the Series 2005 Bonds, it will comply with
and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the
Issuer prior to the time the Issuer delivers the Series 2005 Bonds to the Underwriter, as it may
be amended from time to time in accordance with the terms thereof, The form of the
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Temp Reso #10853 - November 17, 2005
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Continuing Disclosure Certificate, attached hereto as Exhibit "D", is hereby approved and
ratified, and the Issuer hereby authorizes the Mayor or Vice Mayor and the City Manager or
assistant or deputy City Manager to execute and deliver said Continuing Disclosure Certificate
in the name of and on behalf of the Issuer, the form of which Continuing Disclosure Certificate
shall be approved by the City Attorney or the Assistant City Attorney. Notwithstanding any
other provision of this Resolution, failure of the Issuer to comply with such Continuing
Disclosure Certificate shall not be considered an Event of Default -under the Resolution.
However, the Continuing Disclosure Certificate shall be enforceable by the Series 2005
Bondholders in the event that the Issuer fails to cure a breach thereunder within a reasonable
time after written notice from a Series 2005 Bondholder to the Issuer that a breach exists. Any
rights of the Series 2005 Bondholders to enforce the provisions of the covenant shall be on
behalf of all Series 2005 Bondholders and shall be limited to a right to obtain specific
performance of the Issuer's obligations thereunder.
SECTION 10. The Issuer hereby ratifies and approves the form of the Preliminary
Official Statement attached hereto as Exhibit "E". The Issuer hereby authorizes execution by the
Mayor and City Manager of the Issuer, and the delivery of, a final Official Statement which
incorporates the terms and provisions set forth in the Bond Purchase Agreement.
SECTION 11. All prior resolutions of the Issuer inconsistent with the provisions of this
Resolution are hereby amended and supplemented to conform with the provisions herein
contained and, except as may otherwise amended and supplemented hereby, the Resolution
shall remain in full force and effect.
SECTION 12. If any one or more of the covenants, agreements or provisions of this
Resolution shall 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 separable from the remaining covenants, agreements and provisions
of this Resolution and shall in no way affect the validity of any of the other covenants,
agreements or provisions hereof or of the Series 2005 Bonds issued hereunder.
SECTION 13. Except as may be expressly described herein or in the Resolution, nothing
in the Resolution, this Resolution or in the Series 2005 Bonds, expressed or implied, is intended
or shall be construed to confer upon anyone of another entity other than the Issuer, the Series
2005 Insurer and the Series 2005 Bondholders any right, remedy or claim, legal or equitable,
under and by reason of the Resolution or any provision thereof, or of the Series 2005 Bonds, all
provisions hereof and thereof being intended ' to be and being for the sole and exclusive benefit
of the Issuer, the Series 2005 Insurer and the Series 2005 Bondholders from time to time.
SECTION 14. Neither the members of the City Commission nor any person executing
the Series 2005 Bonds shall be personally liable therefor or be subject to any personal liability or
accountability by reason of the issuance thereof.
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Temp Reso #10853 - November 17, 2005
Page 6
SECTION 15. This Resolution shall take effect immediately upon its adoption.PASSED
AND ADOPTED this 23rd day of November, 2005.
CITY OF TAMARAC, FLORIDA
oe Schreiber, Mayor
ATTEST:
Marion Swenson, City Clerk
I HEREBY CERTIFY that I have approved this Resolution as to form.
Samuel S. Clorefi, V y Attorney I
I
(4415/02/00035245.DOCv3j
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I
E
BOND PURCHASE AGREEMENT EXHisiti- L
City of Tamarac, Florida
Capital linprovement Revenue Bonds, Series 2005
December_, 2005
City of Tamarac, Florida
City Hall, 7525 N.W. 88h Avenue
Tamarac, Florida
Ladies and Gentlemen:
. The undersigned, RBC Dain Rauscher Inc., doing business under the trade name RBC
Capital Markets (the "Underwriter"), offers to enter into the following agreement (this
"Agreement") with the City of Tamarac, Florida (the "Issuer") which, upon the Issuer's written
acceptance of this offer, will be binding upon the Issuer and upon the Underwriter. This offer is
made subject to the Issuer's written acceptance hereof on or before 10 p.m., Eastern Standard
time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter
upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer.
Terms not otherwise defined in this Agreement shall have the same meanings set forth in the
Bond Resolution (as defined herein) or in the Official Statement (as defined herein).
1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth herein, the Underwriter
hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the
Underwriter, all, but not less than all, of the Issuer's Capital Improvement Revenue Bonds,
Series 2005 (the "Bonds"). Inasmuch as this purchase and sale represents a negotiated
transaction, the Issuer understands, and hereby confirms, that the Underwriter are not acting as a
fiduciary of the Issuer, but rather are acting solely in their capacity as Underwriter for their own
account. The Underwriter has been duly authorized to execute this Agreement and to act
hereunder.
The principal amount of the Bonds to be issued, the dated date therefor, the maturities,
sinking fund and optional redemption provisions and interest rates per annum are set forth in
Exhibit A hereto. The Bonds shall be as described in, and shall be issued and secured under and
pursuant to the provisions of Issuer Resolution No. R-2005-_, as supplemented by Resolution
No. R-2005--, both adopted on -� 2005 (collectively, the "Bond Resolution").
The purchase price for the Bonds shall be $ [plus interest accrued on the
Bonds from the dated date of the Bonds to the Closing Date (as hereinafter defined).] The
discount of $ represents an underwriting discount of $ and an
original issue discount of $
(OR95174811)
The Underwriter has delivered to the Issuer, as a good faith deposit, a wire transfer in the
amount of $150,000.00 through the Federal Reserve System in clearing house funds (the "Good
Faith Deposit").
(a) If the Issuer does not accept this offer, then the Good Faith Deposit shall be
immediately returned to the Underwriter by wire transfer through the Federal Reserve
System in clearing house funds.
(b) If the Issuer accepts this offer, then at Closing, the Good Faith Deposit shall be
credited against the purchase price for the Bonds. There will be no interest due the
Underwriter for the time during which the Issuer holds the Good Faith Deposit.
(c) If the Issuer shall fall to deliver the Bonds on the Closing Date, or if the Issuer
shall be unable at or prior to the Closing Date to satisfy the conditions to the obligations
of the Underwriter contained herein, or if the obligations of the Underwriter shall be
terminated for any reason permitted hereby, then the Good Faith Deposit shall be
returned by the Issuer to the Underwriter by wire transfer through the Federal Reserve
System in clearing house funds on or prior to the Closing Date, and the delivery of the
Good Faith Deposit shall constitute a full release and discharge by the Underwriter of any
and all claims and damages for such failure and for any and all defaults of the Issuer
under this Bond Purchase Agreement, and this Bond Purchase Agreement shall become
null and void, and of no further force or effect without any other action by the parties
hereto.
(d) If the Underwriter shall fall (other than for a reason permitted hereby) to accept
and pay for the Bonds upon tender thereof by the Issuer as provided herein, then the
Good Faith Deposit shall be retained by the Issuer as and for full liquidated damages for
such failure and for any and all defaults on the part of the Underwriter, and the retention
of the proceeds thereof shall constitute a full release and discharge of any and all claims
and damages for such failure and for any and all such defaults and this Bond Purchase
Agreement shall become null and void, and of no further force or effect without an other
action by the parties hereto.
2. Public Offering. The Underwriter agrees to make a bona fide public offering of
all of the Bonds at prices not to exceed or yields not less than the public offering prices and/or
yields set forth on the cover of the Official Statement and may subsequently change such
offering prices and/or Yields without any requirement of prior notice. The Underwriter may offer
and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and
others at prices lower than or Yields higher than the public offering prices and/or yields stated on
the cover of the Official Statement.
In connection with the public offering of the Bonds, the Underwriter has delivered to the
City a letter containing the information required by Section 218.385(6), Florida Statutes, which
letter is attached hereto as Exhibit B hereto.
3, ne Official
Statement. (a) Attached
hereto as Exhibit C is a copy of the
Preliminary Official
Statement dated
, 2005 (the "Preliminary Official
(OR95174811 � 2
Statement"), including the cover page and Appendices thereto, of the Issuer relating to
the Bonds. Such copy of the Preliminary Official Statement, as amended to reflect the
changes indicated on Exhibit A hereto, is hereinafter called the "Official Statement."
(b) The Preliminary Official Statement has been prepared for use by the Underwriter
in connection with the public offening, sale and distribution of the Bonds. The Issuer
hereby represents and warrants that the Preliminary Official Statement was deemed final
by the Issuer as of its date, except for the omission of such information which is
dependent upon the final pricing of the Bonds for completion, all as permitted to be
excluded by Section (b)(1) of Rule l5c2-12 under the Securities Exchange Act of 1934
(the "Rule ").
(c) The Issuer hereby authorizes the Official Statement and the information therein
contained to be used by the Underwriter in connection with the public offering and the
sale of the Bonds. The Issuer consents to the use by the Underwriter prior to the date
hereof of the Preliminary Official Statement in connection with the public offering of the
Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as
practicable after the date of the Issuer's acceptance of this Agreement (but, in any event,
not later than seven business days after the Issuer's acceptance of this Agreement and in
sufficient time to accompany any confirmation that requests payment from any customer)
copies of the Official Statement which is complete as of the date of its delivery to the
Underwriter in such quantity as the Underwriter shall request in order for the Underwriter
to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities
Rulemaking Board.
(d) If, after the date of this Agreement to and 'including the date the Underwriter is no
longer required to provide an Official Statement to potential customers who request the
same pursuant to the Rule (the earlier of (1) 90 days from the "end of the underwriting
period" (as defined in the Rule) and (11) the time when the Official Statement is available
to any person from a nationally recognized municipal securities repository, but in no case
less than 25 days after the "end of the underwriting period" for the Bonds), the Issuer
becomes aware of any fact or event which might or would cause the Official Statement,
as then supplemented or amended, to contain any untrue statement of a material fact or to
omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or if it is necessary to amend or supplement the
Official Statement to comply with law, the Issuer will notify the Underwriter (and for the
purposes of this clause provide the Under -writer with such information as it may from
time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or
event requires preparation and publication of a supplement or amendment to the Official
Statement, the Issuer will forthwith prepare and furnish, at the Issuer's own expense (in a
form and manner approved by the Underwriter), a reasonable number of copies of either
amendments or supplements to the Official Statement so that the statements in the
Official Statement as so amended and supplemented will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or so that the Official Statement
will comply with law. if such notification shall be subsequent to the Closing, the Issuer
shall furnish such legal opinions, certificates, instruments and other documents as the
tOR95174811 � 3
Underwriter may deem necessary to evidence the truth and accuracy of such supplement
or amendment to the Official Statement.
(e) The Underwriter hereby agrees to file the Official Statement with a nationally
recognized municipal securities information repository. Unless otherwise notified in
writing by the Under -writer, the Issuer can assume that the "end of the underwriting
period" for purposes of the Rule is the date of the Closing.
4. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby
represents and warrants to and covenants with the Underwriter that:
(a) The Issuer is a municipal corporation of the State of Florida (the "State") duly
created, organized and existing under the laws of the State, specifically the Constitution
of the State, Chapter 166, Florida Statutes, as amended, the municipal charter of the
Issuer and other applicable provisions of law, as amended and supplemented (the "Act"),
and has full legal right, power and authority under the Act, and on the Closing Date will
have full legal right, power and authority under the Act and the Bond Resolution (i) to
enter into, execute and deliver this Agreement, the Bond Resolution and the Continuing
Disclosure Undertaking (the "Undertaking") as defined in Section 60)(3) hereof and all
documents required hereunder and thereunder to be executed and delivered by the Issuer
(this Agreement, the Bond Resolution, the Undertaking and the other documents referred
to in this clause are hereinafter referred to as the "Issuer Documents"), (11) to sell, issue
and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and
consummate the transactions contemplated by the Issuer Documents and the Official
Statement, and the Issuer has complied, and will at the Closing be in compliance in all
respects, with the terms of the Act and the Issuer Documents as they pertain to such
transactions;
(b) By all necessary official action of the Issuer prior to or concurrently with the
acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for
(1) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (ii) the
app i roval, execution and delivery of, and the performance by the Issuer of the obligations
on its part, contained in the Bonds and the Issuer Documents and (iii) the consummation
by it of all other transactions contemplated by the Official Statement, and the Issuer
Documents and any and all such other agreements and documents as may be required to
be executed, delivered and/or received by the Issuer in order to carry out, give effect to,
and consummate the transactions contemplated herein and in the Official Statement,
(c) The Issuer Documents constitute legal, valid and binding limited obligations of
the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws and principles of equity
relating to or affecting the enforcement of creditors' rights; the Bonds, when issued,
delivered and paid for, in accordance with the Bond Resolution and this Agreement, will
constitute legal, valid and binding limited obligations of the Issuer entitled to the benefits
of the Bond Resolution and enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles
of equity relating to or affecting the enforcement of creditors' rights; upon the issuance,
�OR951748;11 4
authentication and delivery of the Bonds as aforesaid, the Bond Resolution will provide,
for the benefit of the holders, from time to time, of the Bonds, the legally valid and
binding pledge of and lien it purports to create as set forth in the Bond Resolution;
(d) The Issuer is not in breach of or default in any material respect under any
applicable constitutional provision, law or administrative regulation of the State or the
United States or any applicable judgment or decree or any loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which the Issuer is a party or to
which the Issuer is or any of its property or assets are otherwise subject, which breach or
default would materially adversely affect the financial condition of the Issuer or its ability
to perform its obligations under the Bond Resolution, and no event has occurred and is
continuing which constitutes or with the passage of time or the giving of notice, or both,
would constitute such a default or event of default by the Issuer under any of the
foregoing; and the execution and delivery of the Bonds, the Issuer Documents and the
adoption of the Bond Resolution and compliance with the provisions on the Issuer's part
contained therein, will not conflict with or constitute a material breach of or default under
any constitutional provision, administrative regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a
party or to which the Issuer is or to which any of its property or assets are otherwise
subject nor will any such execution, delivery, adoption or compliance result in the
creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of the property or assets of the Issuer to be pledged to secure
the Bonds or under the terms of any such law, regulation or instrument, except as
provided by the Bonds and the Bond Resolution
(e) All authorizations, approvals, licenses, permits, consents and orders of any
govenu-nental authority, legislative body, board, agency or commission having
jurisdiction of the matter which are required for the due authorization of, which would
constitute a condition precedent to, or the absence of which would materially adversely
affect the due performance by the Issuer of its obligations under the Issuer Documents,
and the Bonds or with respect to the Project have been duly obtained, except for such
approvals, consents and orders as may be required under the Blue Sky or securities laws
of any jurisdiction in connection with the offering and sale of the Bonds;
(0 The Bonds conform to the descriptions thereof contained in the Official Statement
under the caption "DESCRIPTION OF THE SERIES 2005 BONDS"; the Bond
Resolution conforms to the description thereof contained in the Official Statement under
the caption SECURITY FOR THE SERIES 2005 BONDS; the proceeds of the sale of the
Bonds will be applied generally as described in the Official Statement under the caption
"ESTIMATED SOURCES AND USES OF FUNDS" and the Undertaking conforms to
the description thereof contained in the Official Statement under the caption
VICONTINUING DISCLOSURE."
(g) There is no legislation, action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, government agency, public board or body, pending or,
to the best knowledge of the Issuer after due inquiry, threatened against the Issuer,
affecting the existence of the Issuer or the titles of its officers to their respective offices,
(OR951748� 11 5
or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the
Bonds or the receipt, levying or collection of the Pledgable Non -Ad Valorem Revenues
(as defined in the Bond Resolution) or the construction or operation of the Project
pursuant to the Bond Resolution or in any way contesting or affecting the validity or
enforceability of the Bonds, the Issuer Documents, or contesting the exclusion from gross
income of interest on the Bonds for federal income tax purposes or state tax purposes, or
contesting in any way the completeness or accuracy of the Preliminary Official Statement
or the Official Statement or any supplement or amendment thereto, or contesting the
powers of the Is ' suer or any authority for the issuance of the Bonds, the adoption of the
Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the best
knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision,
ruling or finding would materially adversely affect the validity or enforceability of the
Bonds or the Issuer Documents;
(h) As of the date thereof, the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(1) At the time of the Issuer's acceptance hereof and (unless the Official Statement is
amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all
times subsequent thereto during the period up to and including the Closing Date, the
Official Statement (excepting the subcaption "DESCRIPTION OF THE SERIES 2005
BONDS — Book -Entry Only System" and any information describing the Insurer, the
Financial Guaranty Insurance Policy and the Reserve Account Policy as to which no
representation is made) does not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading;
0) If the Official Statement is supplemented or amended pursuant to paragraph (d) of
Section 3 of this Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the Closing Date the
Official Statement as so supplemented or amended will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which
made, not misleading;
(k) The Issuer will apply, or cause to be applied, the proceeds from the sale of the
Bonds as provided in and subject to all of the terms and provisions of the Bond
Resolution and not to take or omit to take any action which action or omission will
adversely affect the exclusion from gross income for federal income tax purposes or state
tax purposes of the interest on the Bonds;
(1) The Issuer will furnish such information and execute such instruments and take
such action in cooperation with the Underwriter as it may reasonably request (A) to
�OR951748111 6
(y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate and (z) determine the eligibility of the Bonds for investment under the
laws of such states and other jurisdictions and (B) to continue such qualifications in effect
so long as required for the distribution of the Bonds (provided, however, that the Issuer
will not be required to qualify as a foreign corporation or to file any general or special
consents to service of process under the laws of any jurisdiction) and will advise the
Underwriter immediately of receipt by the Issuer of any notification with respect to the
suspension of the qualification of the Bonds for sale in any Jurisdiction or the initiation or
threat of any proceeding for that purpose;
(in) The financial statements of, and other financial information regarding the Issuer,
in the Official Statement fairly present the financial position and results of the Issuer as
of the dates and for the periods therein set forth. Prior to the Closing, there will be no
adverse change of a material nature in such financial position, results of operations or
condition, financial or otherwise, of the Issuer. The Issuer is not a party to any litigation
or other proceeding pending or, to its knowledge, threatened which, if decided adversely
to the Issuer, would have a materially adverse effect on the financial condition of the
Issuer-,
(n) Prior to the Closing the Issuer will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities, direct or contingent,
payable from or secured by any of the revenues or assets which will secure the Bonds
without the prior approval of the Underwriter;
(o) Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions contemplated by this Agreement, shall be deemed a
representation and warranty by the Issuer to the Underwriter as to the statements made
therein;
5. Closing.
(a) At I I a.m. Eastern Standard Time, on December 3 20053 or at such other time
and date as shall have been mutually agreed upon by the Issuer and the Underwriter (the
"Closing" and/or the "Closing Date'), the Issuer will, subject to the terms and conditions
hereof, deliver the Bonds to the Underwriter duly executed and authenticated, together
with the other documents hereinafter mentioned, and the Underwriter will, subject to the
ternis and conditions hereof, accept such delivery and pay the purchase price of the
Bonds as set forth in Section I of this Agreement by wire transfer payable in immediately
available funds to the order of the Issuer. Payment for the Bonds as aforesaid shall be
made at the offices of the Issuer, or such other place as shall have been mutually agreed
upon by the Issuer and the Underwriter.
(b) Delivery of the Bonds shall be made to The Depository Trust Company, New
York, New York. Delivery of the Bonds to the Registrar pursuant to the Fast Automated
Securities Transfer System shall be deemed delivery to DTC. The Bonds shall be
delivered in definitive fully registered form, bearing CUSIP numbers without coupons,
(OR951748;1 1 7
with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all
as provided in the Bond Resolution, and sball be made available to the Underwriter at
least one business day before the Closing for purposes of inspection.
6. Closing Conditions, The Underwriter has entered into this Agreement in reliance
upon the representations, warranties and agreements of the Issuer contained herein, and in
reliance upon the representations, warranties and agreements to be contained in the documents
and instruments to be delivered at the Closing and upon the perfon-nance by the Issuer of its
obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly,
the Underwriter's obligations under this Agreement to purchase, to accept delivery of and to pay
for the Bonds shall be conditioned upon the performance by the Issuer of its obligations to be
performed hereunder and under such documents and instruments at or prior to the Closing, and
shall also be subject to the following additional conditions, including the delivery by the Issuer
of such documents as are enumerated herein, in form and substance reasonably satisfactory to the
Underwriter:
(a) The representations and warranties of the Issuer contained herein shall be true,
complete and correct on the date hereof and on and as of the date of the Closing, as if
made on the date of the Closing;
(b) The Issuer shall have performed and complied with all agreements and conditions
required by this Agreement to be perforined or complied with by it prior to or at the
Closing;
(c) At the time of the Closing, (i) the Issuer Documents and the Bonds shall be in fall
force and effect in the form heretofore approved by the Underwriter and shall not have
been amended, modified or supplemented, and the Official Statement shall not have been
supplemented or amended, except in any such case as may have been agreed to by the
Underwriter; and (ii) all actions of the Issuer required to be taken by the Issuer shall be
performed in order for Bond Counsel, Issuer's Counsel and Disclosure Counsel to deliver
their respective opinions referred to hereafter;
(d) At or prior to the Closing, the Bond Resolution shall have been duly executed and
delivered by the Issuer and the Issuer shall have duly executed and delivered and the
registrar shall have duly authenticated the Bonds;
(e) At or prior to the Closing, the Financial Guaranty Insurance Policy shall have
been duly executed, issued and delivered by the Insurer;
(f) At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change in the condition, financial or otherwise, or in
the revenues or operations of the Issuer, from that set forth in the Official Statement that
in the judgment of the Underwriter, is material and adverse and that makes it, in the
judgment of the Underwriter, impracticable to market the Bonds on the terms and in the
manner contemplated in the Official Statement;
(g) The Issuer shall not have failed to pay principal or interest when due on any of its
outstanding obligations for borrowed money; I
JOR951748;1 1 8
N All steps to be taken and all instruments and other documents to be executed, and
all other legal matters in connection with the transactions contemplated by this
Agreement shall be reasonably satisfactory in legal forin and effect to the Underwriter;
(1) At or prior to the Closing, the Underwriter shall have received copies of each of
the following documents:
(1) The Official Statement, and each supplement or amendment thereto, if
any, executed on behalf of the Issuer by its Mayor and City Manager, or such
other officials as may have been agreed to by the Underwriter, and the reports and
audits referred to or appearing in the Official Statement;
(2) The Bond Resolution with such supplements or amendments as may have
been agreed to by the Underwriter;
(3) The Undertaking of the Issuer which satisfies the requirements of
section (b)(5)(i) of the Rule;
(4) the approving opinion of Bond Counsel with respect to the Bonds, in
substantially the form attached to the Official Statement;
(5) a supplemental opinion of Bond Counsel addressed to the Underwriter,
substantially to the effect that:
(1) the Bond Resolution has been duly adopted and is in fall force and
effect;
(11) the Bonds are exempted securities under the Securities Act of
1933, as amended (the "1933 Act"), and the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act") and it is not necessary, in
connection with the offering and sale of the Bonds, to register the Bonds
under the 1933 Act or to qualify the Bond Resolution under the Trust
Indenture Act; and
Gii) the statements and information contained in the Official Statement
under the captions "DESCRIPTION OF THE SERIES 2005 BONDS"
(excepting the subcaption entitled "Book -Entry System" as to which no
opinion need be expressed), "SECURITY FOR THE SERIES 2005
BONDS" (excepting the subcaption "Reserve Policy as to which no
opinion need be expressed) to the extent such information purports to be a
description or summaries of the Bond Resolution and the Bonds,
constitute fair and accurate statements of the matters set forth in such
documents and the information under the heading "TAX MATTERS" is
accurate.
(6) An opinion, dated the date of the Closing of Akerman Senterfitt
("Disclosure Counsel") addressed to the Issuer with a reliance letter addressed to
the Under -writer substantially to the effect that:
(OR951748;1) 9
(i) the Bonds are exempt securities under the 1933 Act and the Trust
Indenture Act and it is not necessary, in connection with the offering and
sale of the Bonds, to register the Bonds under the 1933 Act and the Bond
Resolution need not be qualified under the Trust Indenture Act; and
(11) based upon their participation in the preparation of the Official
Statement as Disclosure Counsel and their participation at conferences at
which the Official Statement was discussed, but without having
undertaken to determine independently the accuracy, completeness or
fairness of the statements contained in the Official Statement, such
counsel has no reason to believe that the Official Statement contains any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (except for any financial,
forecast, technical and statistical statements and data included in the
Official Statement and the information regarding The Depository Trust
Company and its book -entry system and information regarding the Insurer,
in each case as to which no view need be expressed),
(7) An opinion of Goren, Cherof, Doody & Ezrol, P.A., ("Issuer's Counsel")
addressed to the Underwriter, to the effect that:
(1) The Issuer is a municipal corporation of the State of Florida (the
"State") duly created, organized and existing under the laws of the State,
specifically the Constitution of the State, Chapter 166, Florida Statutes and
the municipal charter of the Issuer, as amended and supplemented (the
"Act "), and has full legal right, power and authority under the Act and the
Bond Resolution (A) to enter into, execute and deliver the Issuer
Documents and all documents required hereunder and thereunder to be
executed and delivered by the Issuer, (B) to sell, issue and deliver the
Bonds to the Underwriter as provided herein, and (C) to carry out and
consummate the transactions contemplated by the Issuer Documents, and
the Official Statement, and the Issuer has complied, and will at the Closing
be in compliance in all respects, with the terms of the Act and the Issuer
Documents as they pertain to such transactions;
00 By all necessary official action of the Issuer prior to or
concurrently with the acceptance hereof, the Issuer has duly authorized all
necessary action to be taken by it for (A) the adoption 'of the Bond
Resolu ' tion and the issuance and sale of the Bonds, (B) the approval,
execution and delivery of, and the performance by the Issuer of the
obligations on its part, contained in the Bonds, the Issuer Documents, and
(C) the consummation by it of all other transactions contemplated by the
Official Statement, the Issuer Docurnents and any and all such other
agreements and documents as may be required to be executed, delivered
and/or received by the Issuer in order to carry out, give effect to, and
(OR95174811) 10
consummate the transactions contemplated herein and in the Official
Statement;
(ill) The Bond Resolution was duly and validly adopted by the Issuer
and is in full force and effect; the Bond Resolution and all other
proceedings pertinent to the validity and enforceability of the Bonds and
the collection, levying and receipt of the Pledgable Non -Ad Valorem
Revenues have been duly and validly adopted or undertaken in compliance
with all applicable procedural requirements of the Issuer and in
compliance with the Constitution and laws of the State, including the Act;
(iv) The Issuer Documents have been duly authorized, executed and
delivered by the Issuer, and constitute legal, valid and binding obligations
of the Issuer enforceable against the Issuer in accordance with their
respective terms, except to the extent limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws and equitable principles
of general application relating to or affecting the enforcement of creditors'
rights; and the Bonds, when issued, delivered and paid for, in accordance
with the Bond Resolution and this Agreement, will constitute legal, valid
and binding obligations of the Issuer entitled to the benefits of the Bond
Resolution and enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws
and principles of equity relating to or affecting the enforcement of
creditors' rights; upon the issuance, authentication and delivery of the
Bonds as aforesaid, the Bond Resolution will provide, for the benefit of
the holders, from time to time, of the Bonds, the legally valid and binding
pledge of and lien it purports to create as set forth in the Bond Resolution;
(v) The distribution of the Preliminary Official Statement and the
Official Statement has been duly autborized by the Issuer,
(vi) All authorizations, approvals, licenses, permits, consents and
orders of any governmental authority, legislative body, board, agency or
commission having jurisdiction of the matter which are required for the
due authorization of, which would constitute a condition precedent to, or
the absence of which would materially adversely affect the due
performance by the Issuer of its obligations under the Issuer Documents
and the Bonds have been obtained;
(vii) There is no legislation, action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government
agency, public board or body, pending or, to the best knowledge of the
Issuer, after due inquiry threatened against the Issuer, affecting the
corporate existence of the Issuer or the titles of its officers to their
respective offices, or affecting or seeking to prohibit, restrain or enjoin the
sale, issuance or delivery of the Bonds or the levying, receipt and
collection of the Pledgable Non -Ad Valorem Revenues (as defined in the
(OR95174811) I I
Bond Resolution) pursuant to the Bond Resolution or in any way
contesting or affecting the validity or enforceability of the Bonds, the
Issuer Documents, or contesting the exclusion from gross income of
interest on the Bonds for federal income tax purposes or state tax
purposes, or contesting in any way the completeness or accuracy of the
Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto, or contesting the powers of the Issuer
or any authority for the issuance of the Bonds, the adoption of the Bond
Resolution or the execution and delivery of the Issuer Documents, nor, to
the best knowledge of the Issuer, is there any basis therefor, wherein an
unfavorable decision, ruling or finding would materially adversely affect
the validity or enforceability of the Bonds, or the Issuer Documents;
(viii) The execution and delivery of the Issuer Documents and
compliance by the Issuer with the provisions hereof and thereof, under the
circumstances contemplated herein and therein, will not conflict with or
constitute on the part of the Issuer a material breach of or a default under
any agreement or instrument to which the Issuer is a party, or violate any
existing law, administrative regulation, court order, or consent decree to
which the Issuer is subject; and
(ix) Based on the examination which such counsel has caused to be
made and its participation at conferences at which the Preliminary Official
Statement and the Official Statement were discussed, nothing has come to
his attention to lead him to believe that the information contained in the
Official Statement relating to the City (except financial and statistical
information thereof as to which no opinion is expressed), as to legal
matters only, contains any untrue statement of material fact or omits to
state any material fact required to be stated therein or necessary to make
the statements therein, in light of circumstances under which they were
made, not misleading;
(8) A certificate, dated the date of Closing, of the Issuer to the effect that (i)
the representations and warranties of the Issuer contained herein are true and
correct in all material respects on and as of the date of Closing as if made on the
date of Closing; (ii) no litigation or proceeding against it is pending or, to its
knowledge, threatened in any court or administrative body nor is there a basis for
litigation which would (a) contest the right of the commissioners or other officials
of the Issuer to hold and exercise their respective positions, (b) contest the due
organization and valid existence of the Issuer, (c) contest the validity, due
authorization and execution of the Bonds or the Issuer Documents or (d) attempt
to limit, enjoin or otherwise restrict or prevent the Issuer ftom fimctioning and
collecting revenues, including payments on the Bonds, pursuant to the Bond
Resolution, and other income or the anticipated receipt of the Pledgable Non -Ad
Valorem Revenues or the pledge under the Bond Resolution; (iii) the resolutions
of the Issuer authorizing the execution, delivery and/or performance of the
Official Statement, the Bonds and Issuer Documents have been duly adopted by
�OR951748;1) 12
I
the Issuer, are in full force and effect and have not been modified, amended or
repealed, and (iv) to the best of its knowledge, no event affecting the Issuer has
occurred since the date of the Official Statement which should be disclosed in the
Official Statement for the purpose for which it is to be used or which it is
necessary to disclose therein in order to make the statements and information
therein, in light of the circumstances under which made, not misleading in any
respect as of the time of Closing, and the information contained in the Official
Statement is correct in all material respects and, as of the date of the Official
Statement did not, and as of the date of the Closing does not, contain any untrue
statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading;
(9) A certificate of the Issuer in form and substance satisfactory to Bond
Counsel (a) setting forth the facts, estimates and circumstances in existence on the
date of the Closing, which establish that it is not expected that the proceeds of the
Bonds will be used in a manner that would cause the Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986,
as amended (the "Code "), and any applicable regulations (whether final,
temporary or proposed), issued pursuant to the Code, and (b) certifying that to the
best of the knowledge and belief of the Issuer there are no other facts, estimates or
circumstances that would materially change the conclusions, representations and
expectations contained in such certificate;
(10) Any other certificates and opinions required by the Bond Resolution for
the issuance thereunder of the Bonds;
(11) [A consent letter from the Issuer's Auditor with respect to the performance
of certain agreed upon procedures requested by the Underwriterj
(12) Evidence satisfactory to the Underwriter that the Bonds have been rated
by the rating agencies, all as described in the Official Statement, and that all such
ratings are in effect as of the date of Closing; and
(13) Such additional legal opinions, certificates, instruments and other
documents as the Under -writer may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's
representations and warranties contained herein and of the statements and
information contained in the Official Statement and the due performance or
satisfaction by the Issuer on or prior to the date of the Closing of all the respective
agreements then to be performed and conditions then to be satisfied by the Issuer.
(14) A copy of the Financial Guaranty Insurance Policy and Reserve Account
Policy together with an opinion of counsel to the Insurer in form and substance
satisfactory to the Underwriter;
JOR95174811) 13
(15) A certificate of the Insurer with respect to the accuracy of statements
contained in the Official Statement regarding the Financial Guaranty Insurance
Policy and Reserve Account Policy and the Insurer and the due authorization
execution issuance and delivery of the Financial Guaranty Insurance Policy and
Reserve Account Policy; I
All of the opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Agreement shall be deemed to be in
compliance with the provisions hereof if, but only if, they are in form and
substance satisfactory to the Underwriter.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriter to purchase, to accept delivery of and to pay for the Bonds contained
in this Agreement, or if the obligations of the Underwriter to purchase, to accept
delivery of and to pay for the Bonds shall be terminated for any reason permitted
by this Agreement, this Agreement shall tenninate and neither the Underwriter
nor the Issuer shall be under any further obligation hereunder, except that the
respective obligations of the Issuer and the Underwriter set forth in Sections 4 and
8(c) hereof shall continue in full force and effect.
7. Termination. The Underwriter shall have the right to cancel their obligation to
purchase the Bonds if, between the date of this Agreement and the Closing, the market price or
marketability of the Bonds shall be materially adversely affected, in the sole judgment of the
Underwriter, by the occurrence of any of the following -
(a) legislation shall be enacted by or introduced in the Congress of the United States
or recommended to the Congress for passage by the President of the United States, or the
Treasury Department of the United States or the Internal Revenue Service or any member
of the Congress or the State legislature or favorably reported for passage to either House
of the Congress by any committee of such House to which such legislation has been
referred for consideration, a decision by a court of the United States or of the State or the
United States Tax Court shall be rendered, or an order, ruling, regulation (final,
temporary or proposed), press release, statement or other form of notice by or on behalf
of the Treasury Department of the United States, the Internal Revenue Service or other
governmental agency shall be made or proposed, the effect of any or all of which would
be to impose, directly or indirectly, federal income taxation or state taxation, upon
revenues or other income of the general character to be derived by the Issuer pursuant to
the Bond Resolution, or upon interest received on obligations of the general character of
the Bonds or, with respect to state taxation, of the interest on the Bonds as described in
the Official Statement, or other action or events shall have transpired which may have the
purpose or effect, directly or indirectly, of changing the federal income tax consequences
or state tax consequences of any of the transactions contemplated herein;
(b) legislation introduced in or enacted (or resolution passed) by the Congress or an
order, decree, or injunction issued by any court of competent jurisdiction, or an order,
ruling, regulation (final, temporary, or proposed), press release or other form of notice
issued or made by or on behalf of the Securities and Exchange Commission, or any other
�OR951748� 11 14
governmental agency having jurisdiction of the subject matter, to the effect that
obl"gations of the general character of the Bonds, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the 1933
Act, or that the Bond Resolution is not exempt from qualification under or other
requirements of the Trust Indenture Act, or that the issuance, offering, or sale of
obligations of the general character of the Bonds, including any or all underlying
arrangements, as contemplated hereby or by the Official Statement or otherwise, is or
would be in violation of the federal securities law as amended and then in effect;
(c) any state blue sky or securities commission or other governmental agency or body
shall have withheld registration, exemption or clearance of the offering of the Bonds as
described herein, or issued a stop order or similar ruling relating thereto;
(d) a general suspension of trading in securities on the New York Stock Exchange or
the American Stock Exchange, the establishment of minimum prices on either such
exchange, the establishment of material restrictions (not in force as of the date hereof)
upon trading securities generally by any governmental authority or any national securities
exchange, a general banking moratorium declared by federal, State of New York, or State
officials authorized to do so;
(e) the New York Stock Exchange or other national securities exchange or any
govenu-nental authority, shall impose, as to the Bonds or as to obligations of the general
character of the Bonds, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge -to the net
capital requirements of, Under -writer;
(f) any amendment to the federal or state Constitution or action by any federal or
state court, legislative body, regulatory body, or other authority materially adversely
affecting the tax status of the Issuer, its property, income securities (or interest thereon),
or the validity or enforceability of the Issuer covenants under the Bond Resolution;
(g) any event occurring, or information becoming known which, in the judgment of
the Underwriter, makes untrue in any material respect any statement or information
contained in the Official Statement, or has the effect that the Official Statement contains
any untrue statement of material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(h) there shall have occurred since the date of this Agreement any materially adverse
change in the affairs or financial condition of the Issuer, except for changes which the
Official Statement discloses are expected to occur;
(i) the United States shall have become engaged in hostilities which have resulted in
a declaration of war or a national emergency or there shall have occurred any other
outbreak or escalation of hostilities or a national or international calamity or crisis,
financial or otherwise;
IOR951748;1) 15
any fact or event shall exist or have existed that, in the Underwriter's judgment,
requires or has required an amendment of or supplement to the Official Statement,
(k) there shall have occurred any ratings downgrading of the City or the Bonds, or
any notice shall have been given of any such intended or potential ratings downgrading;
and
(1) the purchase of and payment for the Bonds by the Underwriter, or the resale of the
Bonds by the Underwriter, on the terms and conditions herein provided shall be
prohibited by any applicable law, governmental authority, board, agency Or commission.
S. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Issuer
shall pay, any expenses incident to the performance of the Issuer's obligations hereunder,
including, but not limited to (i) the cost of preparation and printing of the Bonds, (ii) the fees and
disbursements of Bond Counsel, Issuer's Counsel and Disclosure Counsel; (iii) the fees and
disbursements of the Financial Advisor to the Issuer; (iv) the fees and disbursements of any other
engineers, accountants, and other experts, consultants or advisers retained by the Issuer; and (v)
the fees for bond ratings and Financial Guaranty Insurance Policy and Reserve Account Policy.
(b) The Underwriter shall pay (1) the cost of preparation and printing of this
Agreement, the Blue Sky Survey and Legal Investment Memorandum; (ii) all advertising
expenses in connection with the public offering of the Bonds-, and (iii) all other expenses
incurred by them in connection with the public offering of the Bonds.
(c) If this Agreement shall be terminated by the Underwriter because of any failure or
refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Issuer shall be unable to perform its
obligations under this Agreement, the Issuer will reimburse the Underwriter for all
out-of-pocket expenses reasonably incurred by the Underwriter in connection with this
Agreement or the offering contemplated hereunder,
9. Notices. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same to the City Manager of the City of Tamarac,
Florida at City Hall, 7525 N.W. 88t" Avenue, Tamarac, Florida 33321, and any such notice or
other communication to be given to the Underwriter may be mailed to RBC Dain Rauscher, Inc.,
1002 d Avenue South, Suite 800, St. Petersburg, Florida 33701, Attention: Kevin Conitz.
10. Parties in Interest. This Agreement as heretofore specified shall constitute the
entire agreement between us and is made solely for the benefit of the Issuer and the Underwriter
(including successors or assigns of the Underwriter) and no other person shall acquire or have
any right hereunder or by virtue hereof This Agreement may not be assigned by the Issuer. All
of the Issuer's representations, warranties and agreements contained in this Agreement shall
remain operative and in full force and effect, regardless of (i) any investigations made by or on
behalf of any of the Underwriter; (11) delivery of and payment for the Bonds pursuant to this
Agreement; and (111) any termination of this Agreement.
11. Effectiveness. This Agreement shall become effective upon the acceptance hereof
by the Issuer and shall be valid and enforceable at the time of such acceptance.
JOR951748-11) 16
I
11 Choice of Law. This Agreement shall be governed by and construed in
accordance with the law of he State.
13, Severability. If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or unenforceable in any
other case or circumstance, or of rendering any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatever.
14, Business Day. For purposes of this Agreement, "business day"means any day on
which the New York Stock Exchange is open for trading.
15, Truth -In -Bonding Statement. The Bonds are being issued for the purpose of
wn it e
financing a portion of the construction of certain City o ed cap' al improvements (th
'Project"), and to pay certain costs of issuance of the Bonds including the Financial Guaranty
Insurance Policy and Reserve Account Policy premiums, and are expected to be repaid over a
period of approximately _ years. At a true interest cost rate of %, total interest paid
over the life of the Bonds will be $ As more fully described in the Bond
Resolution, the source of repayment or security for the Bonds are the Pledged Funds which
I c an
consist of (1) Non Ad Valorem Revenues budgeted and appropriated by the City in a cord ce
with the Bond Resolution and deposited into the Debt Service Fund, and (2) until applied in
in in
accordance with the provisions of the Bond Resolution, all moneys, including the i vest ents
thereof, in the funds and accounts established under the Bond Resolution, with the exception of
the Rebate Fund. Authorizing the Bonds will result in a maximum of $ of such
Pledged Funds not being available to finance other services of the City each year over the
approximately _ year period.
16. Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
17. Counterparts. This Agreement may be executed in several counterparts each of
which shall be regarded as an original (with the same effect as if the signatures thereto and
hereto were upon the same document) and all of which shall constitute one and the same
document.
[SIGNATURES ON FOLLOWING PAGESI
�OR951749-111 17
SIGNATURE PAGE OF BOND PURCHASE AGREEMENT
City Of Tamarac, Florida
Capital Improvement Revenue Bonds, Series 2005
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement
and return it to the Underwriter. This Agreement shall become a binding agreement between you
and the Under -writer when at least the counterpart of this letter shall have been signed by or on
behalf of each of the parties hereto.
Respectfully submitted,
RBC Capital Markets
By
Name Kevin Conitz
Title Managing Director
Date December 2005
I
I OR951748; I � 18
1
SIGNATURE PAGE OF BOND PURCHASE AGREEMENT
City Of Tamarac, Florida
Capital Improvement Revenue Bonds, Series 2005
ACCEPTANCE
ACCEPTED this . day of December, 2005.
(SEAL) THE CITY OF TAMARAC, FLORIDA
ATTEST: By:
oe Schreiber, Mayor
By:
Marion Swenson, CMC, City Clerk
Approved as to form:
City )ttom—ey
{OR951748;1 1 19
By:
Jeffre filler, City Manager
EXHIBIT A
City of Tamarac, Florida
Capital Improvement Revenue Bond, Series 2005
Dated .2005
Maturity Prime Coupon
(OR95174s;1 y A-1
1
1
r- �
Redemption Provisions
Optional Redemption
The Series 2005 Bonds maturing on or prior to October 1, _, shall not be subject to
redemption prior to maturity. The Series 2005 Bonds maturing on October 1, _, or thereafter
may be redeemed.prior to maturity at the option of the City, as a whole or in part on October 1,
—, or on any date thereafter, if in part, ftom such maturity or maturities as the City shall
designate and by lot within a maturity at the redemption price of one hundred percent (100%) of
the principal amount of the Series 2005 Bonds to be redeemed, plus accrued interest to the
redemption date.
Mandatory Redemption
The Series 2005 Bonds maturing in the year _ are subject to mandatory
redemption in part by the City on October I in the years and in the principal amounts, plus
accrued interest to the redemption date, as set forth below.
Year Amount
E3
*maturity
JOR951748-111 A-2
EXHIBIT B
Disclosure Letter pursuant to
Section 218.385, Florida Statutes
December—, 2005
Members of the City Commission of the
City of Tamarac, Florida
Tamarac, Florida
Re: $ City of Tamarac, Florida
Capital Improvement Revenue Bonds, Series 2005
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Tamarac, Florida (the "City"), of
$ in aggregate principal amount of its Capital Improvement Revenue Bonds, Series
2005, referred to above (the "Series 2005 Bonds"), RBC Dain Rauscher Inc., d/b/a RBC Capital
Markets (the "Underwriter") is preparing to underwrite a public offering of the Series 2005
Bonds. Arrangements for under -writing the Series 2005 Bonds will include a Bond Purchase
Agreement (the "Agreement") between the City and the Underwriter that will embody the
negotiations in respect thereof
The purpose of this letter is to have the Underwriter furnish to the City, pursuant to the
provisions of Section 218.385(6), Florida Statutes, certain information in respect of the
arrangements contemplated for the underwriting of the Series 2005 Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Underwriter
in connection with the purchase and offering of the Series 2005 Bonds are set
forth in Schedule I attached hereto.
(b) The Underwriter has employed no "finders", as defined in Section 218,386,
Florida Statutes, as amended, connected with the issuance of the Series 2005
Bonds.
(c) The underwriting spread (i.e., the difference between the price at which the Series
2005 Bonds will be initially offered to the public by the Underwriter and the price
to be paid to the City for the Series 2005 Bonds exclusive of original issue
discount and accrued interest in both cases) will be approximately $_ per
$1000 par value of the principal amount of the Series 2005 Bonds,
I OR951748� I I B-1
I
I
I
(d) Based on and as part of the estimated underwriting spread set forth in paragraph
(c) above, the Underwriter will charge a management fee of $ per $ 1000 par
value of the principal amount of the Series 2005 Bonds.
(e) There is no other fee, bonus or other compensation to be paid by the Underwriter
in connection with the issuance of the Series 2005 Bonds to any person not
regularly employed or retained by the Underwriter, except as specifically
enumerated as expenses referred to in paragraph (a) above to be incurred by the
Underwriter as set forth in Schedule I attached hereto.
(f) The name and corporate headquarters address of the Underwriter is:
RBC Dain Rauscher Inc.
tOO 2nd Avenue South, Suite 800
St. Petersburg, Florida 33701
We understand that you do not require any further disclosure from the Underwriter
pursuant to Section 218.385, Florida Statutes, as amended.
Very truly yours,
RBC Capital Markets
itz
Kevin Conitz, Managing Director
JOR95174811) B-2
Schedule I
ESTIMATED EXPENSES
-Fo;-41-) c awi r5
{ OR951748 j )
is i
1
1
(OR95174811 }
Exhibit C
[attach Preliminary Official Statement]
EXHIBMf-
T#2 10 015 3
COMMITMENT TO ISSUE A
FINANCIAL GUARANTY INSURANCE POLICY
ApplicationNo,: 2005-010399-001
Sale,Date: November, 2005 (T)
ProgramType: Negotiated DP
Re: $15,000,000 (Est,) City of Tarnarac, Florida, Capital Improvement Revenue Bonds,
Series 2005 (the "Obligations")
This commitment to issue a financial guaranty insurance policy (the "Commitment")
dated November 17, 2005, constitutes an agreement between CITY OF TAMARAC, FLORIDA
(the "Applicant") and MBIA Insurance Corporation (the "Insurer"), a stock insurance company
incorporated under the laws of the State of New York.
Based on an approved application dated November 16, 2005, the Insurer agrees, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (ii) on the date of delivery of and payment for the Obligations, a financial guaranty insurance
policy (the "Policy") for the Obligations, insuring the payment of principal of and interest on the
Obligations when due. The issuance of the Policy shall be subject to the following terms and
conditions:
I . Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date
of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
.435% of total debt service, premium rounded to the nearest thousand. The premium set out in
this paragraph shall be the total premiurn required. to be paid on the Policy issued pursuant to
this Commitment.
2- The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3. There shall have been no material adverse change in the Obligations or the
Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance
of the Obligations or in the final official statement or other similar document, including the
financial statements included therein.
4. There shall have been no material adverse change in any information submitted to
the Insurer as a part of the application or subsequently submitted to be a part of the application
to the Insurer.
5. No event shall have occurred which would allow any underwriter or any other
purchaser of the Obligations not to be required to purchase the Obligations at closing,
6. A Statement of Insurance satisfactory to the Insurer shall be printed on the
Obligations,
T Prior to the delivery of and payment for the Obligations, none of the information or
documents submitted as a part of the application to the Insurer shall be determined to contain
any untrue or misleading statement of a material fact or fall to state a material fact required to
be stated therein or necessary in order to make the statements contained therein not misleading.
Kd
I
8. No material adverse change affecting any security for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations.
9. The Insurer's "Payments Under the Policy/Other Required Provisions" (see
attached) shall be included in the authorizing document.
10. The Applicant agrees not to use the Insurer's name in any public document
including, without limitation, a press release or presentation, announcement or forum without the
Insurer's prior consent; provided however, such prohibition on the use of the Insurer's name shall
not relate to the use of the Insurer's standard approved forin of disclosure in public documents
issued in cormection with the current Obligations to be issued in accordance with the terms of the
Commitment; and provided further such prohibition shall not apply to the use of the Insurer's
narne in order to comply with public notice, public meeting or public reporting requirements,
11. This Commitment may be signed in counterpart by the parties hereto.
12. Compliance with the Insurer's General Document Provisions (see attached),
13. Compliance with the Insurer's List of Permissible Investments for Indentured Funds
(see attached).
14. Acceptable anti -dilution test.
Dated this 17th day of November, 2005.
CITY OF TAMARAC, FLORIDA
By: A111144.7,
Title:
mirz..]
GE NERAL DOCUMENT PROVISIONS
A, Notice to the Insurer The basic legal docurnents must provide that any notices required to be given
by any party should also be given to the Insurer, Attn: Insured Portfolio Management.
B. Ainendirients. In the basic legal document, there are usually two methods of arneridnient. "I'lie first,
which typically does not require the consent of tile bondholders, is for amendments which Will CUre
arnbiguities, correct formal defects or add to the security offlie financing. I -lie second, in which
bondholder consent is a prerequisite, covers the inore substantive types of amendments. For all
financings, the Insurer must be given notice of any amendments that are of the first type and the
0 CP
Insurer's consent rriust be required for all arnendirients of the second type. All documents must
contain a provision which requires copies of any amendments to such documents which are
consented to by the Insurer to be sent to Standard & Poor's.
C. Supipjernental Legal Document, If the basic, legal docurnent provides for a supplernental legal
document to be issued for reasons other than (1) a refunding to obtain savings; or (2) the issuance
of additional bonds pursuant to an additional bonds test, there must be a requirement that the
Insurer's consent also be obtained prior to the issuance of any additional bonds and/or execution of
such supplemental legal document.
D. Events of Default and Remedies. All documents normally contain provisions which defille tile
events of default and which prescribe the rernedies that may be exercised upon the occurrence of an
event of default. At a minirnurn, events of default will be defined as follows:
1. the issuer/obligor fails to pay principal when due;
2. tile issuer/obligor fails to pay interest when due;
C,
3, the issuerlobligor fails to observe any othercovenant or condition of tile docurnent and such
failure Continues for 30 days and I
4. the issuer/obligor declares bankruptcy,
The Insurer, acting alone, shall have the right to direct all remedies in the event of a defau It. The Insurer
shall be recognized as the registered owner of each bond which it insures for the purposes of exercising
all rights and privileges available to bondholders. For bonds which it insures, the Insurer shall have tile
right to institute any suit, action, or proceeding at law or in equity under the sarne terms as a bondholder
in accordance with applicable provisions of the governing documents. Other than the usual redemption
provisions, any acceleration of principal payments must be subject to the Insurer's prior written consent.
E. Defeasance requires the deposit of;
I . Cash
2, U.S. Treasury Certificates, Notes and Bonds (including State and Local Government
Series -- " SLGs")
3. Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS,
TIGRS and similar securities
4, Resolution Funding Corp. (REFCORP) Only the interest component of REFCORP strips
which have been stripped by request to the Federal Reserve Bank of New York in book entry
form are acceptable.
5. Pre -refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If however, tile
issue is only rated by S&P (i.e., there is no Moody's rating), then the pre-reftinded bonds Must
have been pre -refunded with cash, direct U.S. 01- U.S. guaranteed obligations, or AAA rated
pre -refunded municipals to satisfy this condition.
6. Obligations issued by tile following agencies which are backed by the full faith and credit of
I tile U�S.
a. U.S. Export-Impoil Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
b. Farmers Horne Administration (FrnHA)
Certificates of beneficial ownership
c. Federal Financing Bank
d. General Services Administration
Participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f, U.S. Department Of HOUSinLy and Urban Developmen (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housina Notes and Bonds - U.S. government guaranteed public housing
notes and bonds
The Insurer shall be provided with an opinion of counsel acceptable to the Insurer that the Obligations
have been legally defeased and that the escrow agreement establishing such defeasanoe operates to legally
1 0
defease the Obligations within the meaning of the Indenture and the Supplemental Indenture relating to
ZD
the Obligations. In addition, the Insurer will be entitled to receive (i) 15 business days notice of any
advance refunding of the Obligations and (ii) an accountant's report with respect to the sufficiency of the
amounts deposited in escrow to defease the Obligations.
F. Agents:
I
In transactions where Mere is an agent/enhancer (other than the InSLIFer), the ti-LiStCe, tender
agent (if any), and paying agent (if any) twist be commercial banks with trust power
0 s�
The remarketing agent must have trust powers if they are responsible for holding moneys or
receiving bonds. As an alternative, the documents may provide that if the remarketing agent
is removed, resigns or is Unable to perform its duties, the trustee must aSSUrne tile
responsibilities of remarketing agent unti I a substitute acceptable to the InSI-Irer is appointed,
F"7TCJV,21
LIST OF PERMISSIBLE INVESTMENTS FOR INDENTURED FUNDS
A. Direct obligations of the United States of America (including obligations issued or held in book -entry
form on the books of the Department of the Treasury, and CATS and TIG16) or obligations the
principal of and interest on which are unconditionally -Llaranteed by the United States of Arnerica.
0
B. Bonds, debentures, notes or other evidence of indebtedness iSSLIed or guaranteed by any of the
following federal agencies and provided such obligations are backed by the full faith and credit of the
0
United States of America (stripped securities are only permitted if they have been stripped by the
agency itself):
1. U.S. Export-Irripgit Ban (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. Farmers Horne Administration (FmHA)
Certificates of beneficial ownership
3. Federal Financing Bank
4, Federal Housing Administration Debentures (FYIA)
5. General Services Administration
Participation certificates
6, Government National Mortgage Association (GNMA or "Ginnie Mae")
GNMA - guaranteed mortgage -backed bonds
GNMA - guaranteed pass -through obligations
(not acceptable for certain cash -flow sensitive issues.)
7, U.S. Maritime Administration
Guaranteed Title X1 financing
8. U.S. Department of Housing and Urban Develol2ment (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes
and bonds
C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the
In
following non -full faith and credit U,S, government agencies (stripped securities are only permitted if
they have been stripped by the agency itself):
I . Federal Home Loan Bank System
Senior debt obligations
2, Federal Home Loan MoijgMe Corporation (Fl-rLMC or "Freddie Mac")
Participation Certificates
Senior debt obligations
3. Federal National Mortgage Ass
ociation (FNMA or "Fannie Mae")
Mortgage -backed Securities and senior debt obligations
4. Resolution Funding Corp. (REFCORP) obligations N
F
_j
FA
.,. I
5. farm Credit Systern
I Consolidated systemwide bonds and notes
D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares
are reuistered under the Federal Securities Act of 1933, and havincy, a rating by S&P of AAArn-G;
0 0
AAA-m; or AA-m and if rated by Moody's rated Aaa, Aa I or Aa2.
E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such
certificates must be issued by commercial banks, savings and loan associations or inutua.) savings
banks. The collateral must be held by a third party and the bondholders must have a perfected first
security interest in the collateral.
F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully
insured by FDTC, including BIF and SAIF.
V
G. Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve Fund Put
Agreements acceptable to MBIA (Investment Agreement criteria. is available upon request).
.1-1. Commercial paper rated, at the tinle Of purchase, "Prime - I " by Moody's and "A- I" or better by
S&P.
1. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of
the two highest rating categories assigned by such agencies.
J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an
un,ecurod, uninsured and unguaranteel obligation rating of "Prime - I" or "Al" or better by
Moody's and "A- I " or "A" or better by S&P.
K. Repurchase Agreements for 30 days or less must follow the following criteria. Repurchase
0
Agi-eernents which exceed 30 days must be acceptable to MBIA (criteria available upon request)
Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm
(sel ler/borrower) to a municipal entity (buyer/lender), and the transfer of cash frorn a municipal
entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm
will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified
date.
Repos must be between the municipal entity and a dealer bank or securities Firm
a.. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by
Standard & Poor's Corporation and Moody's Investor Services, or
b. Banks rated "A" or above by Standard & Poor's Corporation and Moody's Investor Services.
2. The written repo contract must include the following:
a. Securities which are acceptable for transfer are:
(I)Direct U.S. governments. or
(2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA
& I-HLMC)
b, The term of the repo may be up to 30 days
c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the
collateral) or third party acting as agent for the trustee (if the trustee is supplying the
collateral) before/sirriultaneous with payment (perfection by possession of certificated
securities).
d� Valuation of Collateral
AHBIA
(1) The securities must be valued weekIv. marked -to -market at current market price p] is
accrUed interest
(a) The value of collateral must be equal to 104% of' the aMOL111t of cash transferred by
the municipal entity to the dealer bank or Security firin under the repo plus accrued
interest. If the value of securities held as col lateral slips below 104% of the ValLie of
the cash transferred by municipality, then additional cash and/or acceptable securities
must be transferred. If, however, the securities used as collateral are FNMA or
FHLMC, then the value of collateral must equal 105%,
3. Legal opinion which must be delivered to the municipal entity:
a. Repo rneets guidelines under state law for legal investment of public funds.
Additional Notes
(i) There is no list of permitted investments for non -indentured funds. Your own credit
judgment and the relevant circumstanCeS (e.g., al-DOUDt of investment and timing of
investment) should dictate what is permissible,
(i i) Any state administered pool investment fund in which the issuer is statutorily permitted
or required to invest will be deemed a permitted investment.
(iii) DSR-F investments should be valued at fair market value and marked to market at least
once per year. DSRF investments may not have maturities extending beyond S years,
except for Investment Agreements approved by the Insurer.
I
F
.)(HIBIT
A0181A -re-1 0 ?53
ICOMMITMENT TO ISSUE A
DEBT SERVICE RESERVE SURETY BOND
ApplicationNo.: 2005-010399-002
Sale Date. November, 2005 (T)
Program Type: Negotiated DP
RE: $1,500,000 (Est.) Debt Service Reserve Fund for the $15,000,000 (Est.) City of Tarnarac,
Florida, Capital Improvement Revenue Bonds, Series 2005 (the "Obligations")
This commitment to issue a debt service reserve surety bond (the "Commitment")
constitutes an agreement between CITY OF TAMARAC, FLORIDA (the "Applicant"), and
MBIA Insurance Corporation (the "Insurer"), a stock insurance company incorporated under the
laws of the State of New York.
Based on an approved application dated November 16, 2005, the Insurer agrees, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (11) on the date of delivery of and payment for the Obligations, a debt service reserve surety
bond (the "Surety Bond"), for the Obligations, guaranteeing the payment to tile issuer of up to
$1,500,000 (Est.) on the Obligations, The issuance of the Surety Bond shall be subject to the
following terms and conditions:
I I , Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date
of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
2,0% of total Surety Bond amount, premium rounded to the nearest thousand. The premium set
out in this paragraph shall be the total premium required to be paid on the Policy issued pursuant
to this Commitment.
2. The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3. There shall have been no material adverse change in the Obligations or the
Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance
C,
of the Obligations or in the final official statement or other similar document, including tile
financial statements included therein,
4. There shall have been no material adverse change in any information submitted to
the Insurer as a part of the Application or subsequently submitted to be a part of the Application
to the Insurer.
5. No event shall have occurred which would allow any underwriter or ally other
purchaser of the Obligations not to be required to purchase the Obligations at closing.
6. Prior to the delivery of and payment for the Obligations, none of the information or
documents submitled as a part of the Application to the Insurer shall be determined to contain
ally untrue or misleading statement of a material fact or fail to state a material fact. required to be
stated therein or necessary in order to make the statements contained therein not misleading.
1. No material adverse change affecting any security for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations-
8. This Commitment may be signed in counterpart by the parties hereto.
FA-11-M112-
9. Compliance with the Insurer's Term Sheet for Debt Service Reserve Fund Program
(see Attachment A). I
Dated this 17th day of November, 2005.
MBIA Insu C r or ion
I Ir
By
Assisian't' retary
CITY OF TAMARAC, FLORIDA
By:
Title: z
MBIA
(Attachment A)
TERM SHEET FOR DEBT SERVICE RESERVE FUND PROGRAM
Introduction
The Insurer can, under certain circumstances, issue a debt service reserve fund surety bond
(the "Surety Bond"), to be used as a replacement for a cash funded reserve, in any amount up to
the full amount of the debt service reserve fund requirement.
The Insurer requires that the issuer and/or the underlying obligor of the bonds enter into a
Financial Guaranty Agreement with the Insurer providing for, among other things, the
reimbursement to the Insurer of amounts drawn under the Surety Bond. A sample draft of such
an agreement is attached,
The Insurer will undertake its standard credit analysis of the issuer and/or obligor which
may result in requests for modifications of the structure or certain provisions of the bond
documents. These changes would be in addition to the specific changes required in all
'financings where a Surety Bond will be issued (see RequiredTerins below).
The Surety Bond may be structured to provide debt service reserve fund replacement for the
current issue of bonds and. any other debt issued on a parity therewith. However, in all cases, the
Surety Bond will expire on the final maturity date of the current ]issue.
The program criteria are subject to change by the Insurer.
General Terms
Provision should be made in the bond documents for the creation of a debt service reserve
fund and there should be a requirement to maintain that fund at a certain level. It sbould also be
provided. that thiS Tequirernent may be satisfied by cash or a qualified surety bond or a
Combination of these two (Note: A_��ualified surety bond" means a surety bond issued by an
insurance cornpany rated in the highest rating category by Standard & Poor's and Moody's and,
if rated by A.M. Best & Company, must also be rated in the highest ratiLig category by A.M
Best & Company).
In those instances where the issuance of parity debt will cause the debt service reserve fund
requirement to increase, the Insurer requires that at the time of issuance of such parity debt,
either cash or a qualified surety bond be provided so that the increased requirement will be
satisfied.
In ally event where the debt service reserve fund contains both an the Insurer Surety Bond
and cash, the Insurer requires that the cash be drawn down completely before ally demand is
made on the Surety Bond. In any event where the debt service reserve fund contains a surety
bond from another entity AlLd an INSURER Surety Bond, the documents should provide for a
pro-rata draw on each of the surety bonds,
With regard to replenishment, any available monies, as defined in the Indenture or
Resolution, should be used first to reimburse the Insurer, thereby reinstating the Surety Bond,
and second to replenish the cash in the debt service reserve fund.
The rate covenant should be expanded so that, in addition to all other coverage requirements,
there are sufficient monies available to pay all amounts owed to the Insurer under the terms of
the Financial Guaranty Agreement.
If the documents provide for the issuance of additional bonds that do not share a common
reserve fund with the current issue, the Insurer can -issue a surety bond that is, by its terms,
F��= - WIA.-
available only as a reserve for the current issue. In such cases, the Insurer would require a
covenant that any revenues available for debt service must be distributed between tile current
issue and any additional bonds on a pro rata basis without regard to the existence of a funded
debt service reserve or a surety bond.
The bond documents should require the Trustee to deliver a Demand For Payment (see
attached form) at least three days prior to the date on which funds are required.
Required Terms
With respect to any security interest in collateral granted to the bondholders, the Insurer
should be granted that same interest subject only to that of the bondholders. This would apply to
existing security, if any, as well as any to be granted in the future.
The Insurer should receive an opinion -from counsel to the issuer/obligor that the Financial
Guaranty Agreement is a legal, valid and binding obligation of the issuer/obligor and is
enforceable against the issuer/obligor in accordance with its terms.
In general terms, the "flow of funds" would be structured as follows:
All. gross revenues should be paid in the following order with the priority indicated:
(1) expenses of operation and maintenance;
(2) debt service on the bonds;
(3) reimbursement of amounts advanced by the Insurer tinder the Surety Bond;
(4) reimbursement of cash amounts, if any, drawn from the reserve fund;
(5) replenishment of Renewal and Replacement Fund;
(6) payment to the Insurer of interest on arnounts advanced under the Surety
Bond;
(7) all other lawful uses, including the debt service payment on any subordinate
bonds.
Provision must be made for the Insurer to be paid all amounts owed to it under the terms of
the Financial Guaranty Agreement or any other documents before the bond documents may be
terminated.
It will be the responsibility of the trustee/paying agent to maintain adequate records, verified
with the Insurer, as to the amount available to be drawn at any given time under the Surety Bond
and as to the amounts paid and owing to the Insurer under the terms of the Financial Guaranty
Agreement.
There may be no optional redemption of bonds or distribution of funds to the issuer and/or
the underlying obligor unless all amounts owed to the Insurer under the terms of the Financial
Guaranty Agreement or any other documents have been paid in full.
9/12/93
I
PAYMENTS UNDER TBE POLICY/OTIIER REQUIRED PROVISIONS
A� In the event that� on the second Business Day, and again on the Busitims, Day, prior to the payment date on the Obligations, the Paying
Agent/Tmstee has not received sufficient money,-, to pay all principal of and interest on the Obligations due on the second following or following, as die case
may be, Business Day, the Paying Aggent/Trustee sliall immediately notify the Insurer or its desigrice on the same Business Day by telephone or telegraph,
confirmed in writirig by registered or certified mail, of the amount of die deficiency.
B. If die deficiency is made up in whole or in part prior to or on the payinent date, the Paying Agent(Trustee shall so notify the Insurer or its
designee.
C. In addition, if the Paying Agent/Thistee has notice that any Bondholder hits been required to disgorge payments of principal or interest.
on the Obligations to a trustee in banlo-uptcy or creditors or others pursuant to a final judgment by a court of competcrit jurisdiction that such payment
constitutes an a -voidable preference to such BondliolderAithin the meaning of anyapplicable bankniptcy laws, then die Paying Agent/Trustee shall notify die
hist= or its designee of such fact by telephone or telegraphic notice, confirmed. in voiting by registered or certified mail.
D. The Paying AgentiTnistee is hereby in-evocably designated, appointed, directed and authoTi7ed to act as attoniey�in-fact for Holders of
the Obligations as follows:
L If and to the extent them is a deficiency in amounts, required to pay interest on die Obligations, the Paying Agent/Trustee slim
(a) execute and deliver to U.S. Bank Trust National Association, or its successors under the Policy (die "jnsurance Paying Agent/Trustee'), in form
satisfactory to die Insurance Paying Agent(Trustee, an instrument appointing die Insurer as agent for such Holders in any legal proceeding related
to the payment of such interest and an assigriment to the Insurer of die clairris for interest to which sucb deficiency relates and which arepaid by the
Insurer, (b) receive as designee of die respective Holder-, (and not as Paying Agent/Trustee) in accordance with the tenor of die Policy payment
from the Insurance Paying AgentfTrustee with respect to the claims for interest so assigned, and (c) disburse the same to such respective Holders;
and
2� If and to die extent of a deficiency in amount,% required to pay principal of the Obligations, the Paying AgentiTrustee shall (a)
execute and deliver to the Insurance Paying Agent/Trustee in forin satisfactory to the Insurance Paying Agent/Tnastce an instrument appointing the
hisurer as agent for such Holder in any legal proceeding relating to the payment of such principal and an assignment to die Insurer of any of the
Obligation surrendered to the Insurance Paying Agent/Trustee of so much of the principal amount thereof as has not previously been paid or for
which moneys are not held by the Paying Agent/Trustee and available for such payment (but such assignment shall be delivered only if payment
from the Insurance Paying AgenvTmstee is received), (b) receive as designee of the respective Holders (and not as Paying Agent/Trustee) in
accordance with the tenor of die Policy payment therefor from die Insurance Paying Agent/Tnistee, and (c) disburse the same to such Holders.
E. Payments with mpect to claims for interest on and principal of Obligations disbursed by the Paying Agent/Trustee from proceeds of the
Policy shall not be considered to discharge die obligation of die Issuer with respect to such Obbgations, and die Insurer shall become the owner ofsuch
unpaid Obligation and claim for die interest in accordance with the tenor of die assignment made to it tinder the provisions of this subsection or otherwise,
F. Irrespective of whether any such assignment is executed and delivered, die Issuor and the Paying Agent/Trustee hereby agree for the
benefit of the Insurer that:
I - They recognize that to die extent the Insu= makes payments, directly or indirectly (as by paying through the Paying
Agentrrrustee), on account of principal of or interest on die Obli ions, the Insurer wiH be subrogated to the rights of such Holders to receive the
gat]
amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in Us Indenture and the
Obligations; and
2� They will accordingly pay to die Insua-er die amount of such principal and interest (including principal and interest recovered
under subparaWph (ii) of the first paragraph of the Policy which principal and interest shall be deemed past due and not to have been paid), with
interest thereon as provided in this Indenture mid the Obligation, but only from the sources and in the mariner provided herein for die payment of
principal of and interest on the Obligations to Holders, and will otherwise treat the Insurer as the owner of such rights to the amount of such
principal and interest
G. In connection vith the issuance of additional Obligations, die Issuer shall deliver to the Insurer a copy of the disclosure document, if any,
circulatedxAith respect to such additional Obligatioris.
H, Copies of any amendments made to die documents executed in connectionMth the issuance of the Obligations which are consented to
by the Insurer sliall be sent to Standard & Poors Corporation.
L The Insurer shall receive notice of the. resignation or removal of the Paying Agent/Trustee and the appointment of a.%-ucC4=Or thereto.
J. The Insurer shall receive copies of all notices ruquired. to be delivered to Bondholders and, on an annual basis, copies of the Issuer's
audited financial statements and Amival BudgCL
Notices: Any notice that is required to be -iven to a holder of the Obligation or to the Paying Agentrrrustee pursuant to the Indentuire shall also be
provided to the Irisurer. All notices required to be given to the Insurer under die Indenture shall be in writing and shall be spent by registered or certified mail
addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504 Attention: Surveillance,
K The Issuer/Obligor agrees to reimburse the Insurer immediately and unconditionally upon demand, to the extent perniitted by law. for all
reasonable expenses, including- attorneys' fees and expenses, incLirred by the Insurer in conriection. %Ajal (J) the enforcement by the Insurer of die I'ssuefs
/Obbgor�s obligations, or die preservation or defense of any rights of the Insurer, under this Resolution/IndenkWe and any other document executed in
connection Aith die issuance of the Obligatlions, and (ii) any consent, aniendment waiver or other action with respect to die Resolution/Indenture or any
related document, whether or not granted or approved, together with interest on aU such expenses from and including the date incurred to the d.ate ofpayment
at Citibank's Prime Rate plus 3% or the maximum interest rate permitted by law, whichever is Iess. In addifion� the Insurer reserves the right to charge a fee
in connection -80th its review of any such consent, amendment or waiver, whether or not granted or approved .
L The Issuer/Obligor agrees not to use the Insurer's name in ally pubbc document including, without limitation, a press release or
presentation, announcement or forurn without the Insurer's prior consent; provided however, such probibition on the use of the Insurer's name shall not. relate
to the iim- of the. bisurer's standard approved form of disclosure in public documents issued in connection v6di the current Obligations to be issued in
accordance with the terms of the Commitment; and provided fiu-ther such prohibition shall not apply to the use of the Insurers name in order to comply wth
public notice, public meeting or public reporting requirements,
M. 'n)e Issuer /Obligor shall not enter into any agreement nor shall it consent to or participate in any arrangement pursuant to which Bonds
are tenclacd or purchased for any purpose other than the redemption and cancellation or legal defeaswice of such Bonds without the prior written consent of
MBIA.
Revised 4/04
I
I
Fi INANCIAL GUARANTY AGREEMENT
FINANCIAL GUARANTY AGREEMENT made as of [CLOSING DATE], by and between
[ISSUER] (the "Issuer") and MBIA Insurance Corporation (the "Insurer"), organized under the laws of the
state of New York.
WITNESSETH:
WHEREAS, the Issuer has or will issue the Obligations; and
WHEREAS, pursuant to the terms of the Document the Issuer agrees to make certain payments on the
Obligations; and
WHEREAS, the Insurer will issue its Surety Bond, substantially in the forni set forth in Amex A to
dus Agreement, guaranteeing certain payrnents by the Issuer subject to the terms and limitations of the
Surety Bond; and
WHEREAS, to induce the Insurer to issue the Surety Bond, the Issuer has agreed to pay the premium
for the Surety Bond and to reimburse the Insurer for all payments made by the Insurer under the Surety
Bond, all as more fully set forth in this Agreement; and
WHEREAS, the Issuer understands that the Insurer expressly requires the delivery of this Agreement
as part of the consideration for the execution by the Insurer of die Surety Bond; and
NOW, THEREFORE, in consideration of the prernises and of the agreements herein contained and of
the execution of die Surety Bond, the Issuer and die Insurer agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Definitions. The terms which are capitalized herein shall have the meanings specified
in Annex B hereto.
Section 1 �01 Simpty Bond.
(a) The Insurer will issue the Surety Bond in accordance and subject to the terins and
conditions of the Commitment.
(b) The maximum liability of the Insurer under die Surety Bond and the coverage and ten-n
thereof shall be subject to and limited by the terms and conditions of die Surety Bond,
Section 1.03. Premium. In consideration of the Insurer agreeing to issue the Surety Bond hereunder,
the Issuer hereby agrees to pay or cause to be paid the Prernium set forth in Annex B hereto. The Premium.
on the Surety Bond is not refimdable for any reason.
Section 1.04. Certain Other Expens . The Issuer will pay all reasonable fees and disbursements of
the Insures special counsel related to any modification of this Agreement or the Surety Bond.
ARTICLE 11.
REIMBURSEMENT AND INDEMNIFICATION
OBLIGATIONS OF ISSUER AND SECURITY THEREF OR
Section2.01. Reimbursement for PMents Under die Surety Bond and ExmLses, Indemnification.
(a) The Issuer will reirnburse the Insurer, within the Reimbursement Period, without demand or
notice by die Insurer to the Issuer or any other person, to the extent of each Surety Bond Payment
with interest on each Surety Bond Payment from and including the date made to the date of the
reimbursement at the lesser of the Reimbursement Rate or the maximurn rate of interest perrnitted by
then applicable law,
(b) The Issuer also agrees to reimburse the Insurer immediately and unconditionally upon
dernand, to the extent permitted by state law, for all reasonable expenses incurred by flie Insurer in
connecfion with the Surety Bond and the enforcei-nent by the Insurer of the Issuer's obligations under
this Agreement, the Document, and any other document executed in connection with the issuance of
the Obligations, together with interest on 0 such expenses from and including the date incurred to
the date of payment at the rate set forth in subsection (a) of this Section 2.01.
(c) The Issuer agrees to indenarffy the Insurer, to the extent pennitted. by state law, against any
and all liability, clairns, loss, costs, darnages, fees of attorneys and other expenses which the Insurer
may sustain or incur by reason of or in consequence of (i) the failure of the Issuer to perforin or
comply with the covenants or conditions of this Agreement or (ii) reliance by the Insurer upon
representations made by flie Issuer or (ill) a default by the Issuer under the terms of the Document or
any other documents executed, in connection with the issuance of the Obligafions.
(d) The Issuer agrees that all amounts owing to the Insurer pursuant to Section 1.03 hereof and
this Section 2.01 must be paid in full prior to any optional redemption or refunding of the
Obligations.
(e) All payments made to the Insurer -under diis Agreement shall be paid iii lawful currency of
the United States in immediately available funds at the Inswer's office at 1. 13 King Street, Armonk,
New York 10504, Attention: Accounting and Insured Porffollo Management Departments, or at such
other place as shall be designated by the Insurer.
Section 2.02. Allocation of PMen . The Insurer and the Issuer hereby agree that each payment
received by the Insurer from or on behalf of the Issuer as a reimbursement to the Insurer as required by
Section 2.01 hereof shall be applied by the Insurer firs� toward payment of any unpaid prernium; second,
toward repayment of the aggregate Surety Bond Payrnents made by the Insurer and not yet repaid, payment
of which will reinstate all or a portion of the Surety Bond Coverage to the extent of such repayment (but not
to exceed the Surety Bond Limit); and third, upon full reinstatement of the Surety Bond Coverage to the
Surety Bond Limit, toward other amounts, including, without Ifinitation, any interest payable with respect to
any Surety Bond Payi-nents then due to the Insurer.
Section 2.03. Security for PMents-, Instruments of Further Assurance. To the extent, but only to the
extent, that fl-le Document, or any related indenture, trust agreement, ordinance, resolution, mortgage,
security agreement or similar instrument, if any, pledges to the Owners or any trustee therefor, or grants a
security interest or lien in or on any collateral, property, revenue or other payrrients ("Collateral and
Revenues") in order to secure the Obligations or provide a source of payment for the Obligations, the Issuer
hereby grants to the Insurer a security interest in or lien on, as the case may be, and pledges to the Insurer all
such Collateral and Revenues as security for pay�-nent of all amounts due hereunder and under the
Document or any other docurnent executed in connection with the issuance of the Obligations, which
security interest, lien and/or pledge created or granted under this Section 2.03 shall be subordinate only to
the interests of the Owners and any trustee therefor in such Collateral and Revenues, except as otherwise
pro\,ided. The Issuer agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all financing statements, if applicable, and all other firrtber
instruments as may be required by law or as shall reasonably be requested by the Insurer for the perfection
of the security interest if any, granted under this Section 2.03 and for the preservation and protection of all
lights of the Insurer under this Section 2.03.
Section 2.04. Unconditional . The obligations hereunder are absolute and unconditional
and will be paid or perforl-ned strictly in accordance with this Agreement, subject to the limitations of the
Document, irrespective of
(a) any lack of validity or enforceability of, or any amendment or other modification of, or
waiver with respect to the Obligations, the Document or any other document executed in connection
with the issuance of the Obligations; or
(b) any exchange, release or nonperfection of any security interest in property securing the
Obligations or this Agreement or any obligations hereunder, or
(c) any circumstances that ii-iight otherwise constitute a defense available to, or discharge of, die
Issuer with respect to the Obligations, the Document or any other document executed in connection
with the issuance of the Obligations; or
(d) whether or not such obligations are contingent or matured, disputed or undisputed, liquidated
Or unliquidatod.
Section 2.05. Insurer's Rigbts. The Issuer shall repay the Insurer to the extent of payments made and
expenses incurred by the Insurer in connection with the Obligations and this Agreement. The obligation of
the Issuer to repay such arnounts shall be subordinate only to die rights of the Owners to receive regularly
scheduled principal and interest on the Obligations.
Section 2.06. Oil -Going Informa6on Oblip-ations of Issuer.
(a) Quarterly Reports, '17he Issuer will provide to the Insurer wid-iin 45 days of the close of each
quarter interim financial statements covering all fLind balances under the Document, a statement of
operations (income staternent), balance sheet and changes in fund balances. These statements need
not be audited by an independent certified public accountant, but if any audited statements are
produced, they must be provided to the Insurer;
(b) Annual Reppits. The Issuer will. provide to die Insurer annual financial statements audited
by an independent certifi ed public accountant within 90 days of the end of each fiscal year;
(c) Access to Facilities, Books and Records. The IssueTArill grant the Insurer reasonable access
to die project financed by the Obligations and vvill make available to the Insurer, at reasonable times
and upon reasonable notice all books and records relative to the project financed by the Obligations-,
and
(d) Compliance Certificate. On an annual basis the Issuer will provide to die Insurer a certificate
confirming compliance with all covenants and obligations hereunder and -wider die Revenue
Agreement, the Document or any other documm, executed in cunnection with flie issuance of the
Obligations.
ARTICLEM
AMENDMENTS TO DOCUMENT
So long as this Agreement is in effect� the Issuer agrees that it will not agree to amend the Docui-nent or
any other document executed in connection with the issuance of die Obligations, without the prior written
consent of the Insurer.
ARTICLE IV
EVENTS OF DEFAULT; REMEDIES
Section 4.01. Events of Default. The following events shall constitute Events of Default hereunder:
(a) The Issuer shall fail to pay to the Insurer when due any amount payable under Sections 1.03;
01'
(b) The Issuer shall fail to pay to the Insurer any arnount payable under Sections 1.04 and 2.01
hereof and such fOure shall have continued for a period in excess of the Reimbursement Period; or
(c) Any material representation or warranty made by the Issuer under the Document or
hereunder or any statement in the application for the Surety Bond or any repoM certificate, financial
statement, document or other instruinerit provided in connection with die Cornmitment the Surety
Bond, the Obligations, or herewith shall have been materially false at the time when made; or
(d) Except as otherwise provided in this Section 4.01, the Issuer shall fail to perforrn any of its
other obligations under the Document, or any other document executed in connection with the
issuance of the Obligations, or hereunder, provided that such failure continues for more than 30 days
after receipt by the Issuer of written notice of such failure to perform; or
(e) The Issuer shall (i) voluntarily commence any proceeding or file any petition seeking,relief
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or similar law, (31) consent to the institution of, or fail to controvert in a timely and
appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a,
substantial pail of its property, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assiLn, u-nent for the benefit of creditors, (vi)
becorne unable, admit in writing its inability or fail generally to pay its debts as they become due or
(vii) take action for the purpose of efFecting any of the foregoing; or
(f) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of the Issuer, or of a substantial part of its
property, under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or sirnilar law or (ii) die appoittrient of a receiver, trustee, custodian, sequestrator or
similar official for the Issuer or for a substantial part of its property; and such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall continue unstayed and in effect for 30 days.
Section 4.02. Remedies. If an Event of Default shall occur and be continuing, then the hisurer may
take whatever action at law or in equity may appearriecessary or desir-able to collect the arnounts then due
and thereafter to become due under this Agreement or to enforce performance of any obligation of the Issuer
to the Insurer under the Document or any related instrtirrient, and any obligation, agreement or covenant of
the Issuer under this Agreement; provided, however� that the Insurer may not take any action to direct or
require acceleration or other early redemption of the Obligatioris or adversely affect the rights of the
Owners. In addition, if an Event of Default shall or -cur due to the failure to pay to the Insurer the amounts
due under Section 1.03 hereot the Insurer shall have the right to cancel the Surety Bond in accordance with
its terms. All rights and remedies of the Itisurer under this Section 4.02 are cumulative and the exercise of
any one remedy does not preclude the exercise of one or more of the other available remedies.
ARTICLE V
SETTLEMENT
The Insurer shall have the exclusive right to decide and detemiine whether any claim, liability, suit or
judgment made or brought against the Insurer, the Issuer or any other party on die Surety Bond shall or shaH
not be paid, compromised, resisted, defended, tried or appealed, and the Insures decision thereon, if made
in good faith, shall be final and binding upon the Insurer, die Issuer and any other party on the Surety Bond.
An iteinized statement of payments made by the Insurer, certified by an officer of die Insurer, or the voucher
or vouchers for such payments, shall be prima facie evidence of the liability of the Issuer, and if the Issuer
fails to iminediately reimburse the Insurer upon the receipt of such statement of payments, interest shall be
computed on such amount frorn the date of any payment made by die Insurer at the rate set forth in
subsection (a) of Section 2.01 hereof
ARTICLE VI
MISCELLANEOUS
Section.6.01. Interest Computations. All computations of interest due hereunder shall be made on the
basis of die actual nuiriber of days elapsed over a year of 360 days.
Section 6.02. Exercise of Right . No failure or delay on the part of the Insurer to exercise any right
power or privilege under this Agreement and no course of deahng between the Insurer and die Issuer or any
other party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or farther exercise thereof or the exercise
of any other right� power or privilege. The rights and remedies herein expressly provided are cumulative
and not exclusive of any tights or remedies which the Insurer would otherwise have pursuant to law or
equity. No notice to or demand on any party in any case shall entitle such party to any other or fluther notice
or demand in sirnilar or other circumstances, or constitute a waiver of the right of the other party to any
other or fiather action in any circumstances without notice or dernand.
j
I
Section 6.03. Amendment and Waiver. Any provision of thi's Agreement may be amended, waived,
supplemented, discharged or terminated only with the Pilor written consent of the Issuer and the Insurer.
The Issuer hereby agrees that upon tho written request of die Paying Agent the Insurer may make or consent
to issue any substitute for the Surety Bond to cure any ambiguity or formal defect or omission in the Surety
Bond which does not materially change the terrns of the Surety Bond nor adversely affect the rights of the
Owners, and this Agreement shall apply to such substituted surety bond. The Insurer agrees to deliver to the
Issuer and to the company or companies, if any, rating the Obligations, a copy of such substituted surety
bond.
Section 6.04, Successors and Assigns: Descriptive Headin ,
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Issuer and the Insurer
and their respective successors and assigns-, provided, that the Issuer may not transfer or assign any or
all of rights and obligations hereunder without die prior written consent of die Insurer.
(b) The descriptive headings of the various provisions of this Agreement are inserted for
convenience of reference only and shah not be deemed to affect die mearuing or construction of any
of the provisions hereof
Section 6,05. Other Sureties. If the Insurer shall procure any other surety to reinsure the Surety Bond,
this Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a
direct right of action against the Issuer to enforce this Agreenient� and "the Insurer," wherever used herein,
shall be deemed to include such reinsuring surety, as its respective interests may appear.
Section 6,06. SiMature on Bond. The Issuers liability shall not be affected by its failure to sign the
Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the release
of any indernrifty, nor the return or exchange of any collateral that may have been obtained.
Section 6.07. Waiver. The Issuer waives any defense that this Agreement was executed subsequent
to the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to
the Issuer's request and 'in reliance on the Issuer's promise to execute this Agreement.
Section 6.08. Notices, Rmuests, Demands. Except as otheilAise expressly provided herein, all
written notices, requests, demands or other communications to or upon the respective parties hereto shall be
deemed to have been given or made when actuafly received, or in the case of telex or telecopier notice sent
over a telex or a telecopier machine owned or operated by a party hereto, when sent, addressed as specified
below or at such other address as apy of the parties may hereafter specify in writing to the others:
If to the Issuer: [ISSUER]
[STREET ADDRESS]
[CITY, STATE ZIP]
Attention: [PERSON AT ISSUER]
If to the Paying Agent: [PAYING AGENT]
Attention: Corporate Trust Officer
If to the Insurer: MBIA hisui mice Corporation
113 Mng Street
Armonk, New York 10504
Attention: Insured Portfolio
Management Group
Section 6.09. Survival of R�presentations and Warranties. All representations, warranties and
obligations containQ herein shall survive the execution and delivery of this Agreement and Ole Surety
Bond.
Section 6.10. Govenling Law. This Agreement and the rights and obligations of the parties under fis
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State.
Section 6,11. Countgparts. This Agreement may be executed in any number of copies and by the
different parties hereto on the same or separate counterparts, each of which shall be deerned to be an original
instruillent. Complete counterparts of Oil's Agreement shall be lodged with the Issuer and the Insurer.
Section 6.12. Severability. In the event any provision of this Agreement shall be held invalid or
Unenforceable by any court of competent juiisdiction, such holding shall not invalidate or render
-unenforceable any other provision hereof
Section 6.13. Survival of Oblipations. Notwithstanding anything to the contrary contained in this
Agreement, the obligation of the Issuer to pay all amounts due hereunder and the rights of the Insurer to
pursue all remedies shall survive the expiration, termination or substitution, of the Surety Bond and this
Agreement.
IN WTINESS WHEREOF, each of the parties hereto bas caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written.
Attest:
[ISSUER]
M-
Title:
MBIA Insurance Corporation
President
Assistant Secretary
I
-Tg
IDISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
of December _, 2005, is executed and delivered by City of Tamarac, Florida (the "Issuer") and
Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the
"Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders (hereinafter defined)
of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with
respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and
Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended
from time to time (the "Rule").
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the
following meanings:
"Annual Report" means an Annual Report described in and consistent with Section 3 of
this Disclosure Agreement.
"Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Annual
Report is to be filed with the Repositories.
"Annual Financial Information" means annual financial information as such term is used
in paragraph (b)(5)(1) of the Rule and specified in Section 3(a) of this Disclosure
Agreement.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for
the prior fiscal year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph
(b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
"Certification" means any written certification provided by the Disclosure Representative
hereunder.
"Disclosure Representative" means the Director of Financial Services of the Issuer or his
or her designee, or such other person as the Issuer shall designate in writing to the
Disclosure Dissemination Agent from time to time as the person responsible for
providing Information to the Disclosure Dissemination Agent.
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting
in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure
Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof
I
"Holder" means any person (a) having the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner
of any Bonds for federal income tax purposes. I
"Inforination" means the Annual Financial Information, the Audited Financial Statements
(if any) the Notice Event notices, and the Voluntary Reports,
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 1513(b)(1) of the Securities Exchange Act of 1934.
"National Repository" means any Nationally Recognized Municipal Securities
Inforination Repository for purposes of the Rule. The list of National Repositories
maintained by the United States Securities and Exchange Commission shall be
conclusive for purposes of determining National Repositories and may currently be
obtained by visiting the SEC's web site at:
"http://www.sec-gov/info/municipal/nrmsir.htm."
In lieu of separate filings made to all National Repositories and any State
Repositories, the Securities and Exchange Commission has designated the Municipal
Advisory Council of Texas (the "MAC") as a central filing location that satisfies the Rule
for any filing or notice, whether by electronic or other means, in accordance with a
continuing disclosure undertaking. If filing is made to MAC in lieu of the NRMSIRs, it
should be sent to www.diselosureusa.org.
"Notice Event" means an event listed in Sections 4(a) of this Disclosure Agreement.
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds, as listed on Exhibit A.
"Repository" means the MSRB, each National Repository and the State Depository (if
any).
"State Depository" means any public or private depository or entity designated by the
State of Florida as a state information depository (if any) for the purpose of the Rule. The
list of state information depositories maintained by the United States Securities and
Exchange Commission shall be conclusive as to the existence of a State Depository.
"Voluntary Report" means the information provided to the Disclosure Dissemination
Agent by the Issuer pursuant to Section 7.
SECTION 2. Provision of Annual Roorts.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report to the
Disclosure Dissemination Agent, not later than five (5) days prior to the Annual Filing Date.
Promptly upon receipt of an electronic copy of the Annual Report, the Disclosure Dissemination
Agent shall provide an Annual Report to each National Repository and the State Depository (if
any) not later than seven.(7) months after the end of each fiscal year of the Issuer, commencing
K
with the fiscal year ending September 30, 2005. Such date and each anniversary thereof is the
Annual Filing Date. The Annual Report may be submitted as a single document or as separate
documents comprising a package, and may cross-reference other information as provided in
Section 3 of this Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual
Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than five (5) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent that a Notice Event as described in Section 4(a)(12) has occurred and to immediately send
a notice to each National Repository or the MSRB and the State Depository (if any) in
substantially the form attached as Exhibit B.
(C) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 12:00 noon on the first business day following the Annual Filing Date for the
Annual Report, a Notice Event described in Section 4(a)(12) shall have occurred and the Issuer
directs the Disclosure Dissemination Agent to immediately send a notice to each National
P �epository or the MSRB and the State Depository (if any) in substantially the form attached as
Exhibit B.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available,
provide in a timely manner an electronic copy to the Disclosure Dissemination Agent,
accompanied by a Certificate for filing with each National Repository and the State Depository
(if any).
The Disclosure Dissemination Agent shall:
determine the name and address of each Repository each year prior to the
Annual Filing Date;
upon receipt, promptly file each Annual Report with each National
Repository, and the State Depository, (if any), -
upon receipt, promptly file each Audited Financial Statement with each
National Repository, and the State Depository (if any);
(iv) upon receipt, promptly file the text of each disclosure to be made with
each National Repository or the MSRB and the State Depository (if any)
together with a completed copy of the MSRB Material Event Notice
Cover Sheet in the form attached as Exhibit C, describing the event by
checking the appropriate box on Exhibit C.
3
(V) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the
Disclosure Dissemination Agent under this Disclosure Agreement.
(f) The Issuer may adjust the Annual Filing Date by providing written notice of such
change and the new Annual Filing Date to the Disclosure Dissemination Agent, and the
Repositories, provided that the period between the existing Annual Filing Date and new Annual
Filing Date shall not exceed one year.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain Annual Financial Information consisting of for
the most recent fiscal year of Issuer financial information and operating data provided in the
Official Statement under the headings: "OTHER OBLIGATIONS PAYABLE FROM
NON -AD VALOREM FUNDS" and "GENERAL INFORMATION REGARDING
NON -AD VALOREM REVENUES".
(b) Audited Financial Statements will be included in the Annual Report but may be
provided in accordance with Section 2(d).
Any or all of the items listed above may be included by specific reference from other
documents, including official statements of debt issues with respect to which the Issuer is an
"obligated person" (as defined by the Rule), which have been previously filed with each of the
National Repositories or the Securities and Exchange Commission, If the document incorporated
by reference is a final official statement, it must be available from the MSRB. The Issuer will
clearly identify each such document so incorporated by reference. I
SECTION 4. Reporting of Notice Events,
(a) The occurrence of any of the following events, if material, with respect to the
Bonds constitutes a Notice Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds reflecting
financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perfonn;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of Bond holders;
8. Bond calls;
4
I
9. Defeasances;
10, Release, substitution, or sale of property securing repayment of the Bonds;
11, Rating changes on the Bonds; and
12. Failure to provide Annual Financial Information as required.
The Issuer shall promptly notify the Disclosure Dissemination Agent in writing upon the
occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to
report the occurrence pursuant to subsection (c). Such notice shall be accompanied with the text
of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the
Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires
for the Disclosure Dissemination Agent to disseminate the information.
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within five business days of receipt of such notice, instruct the Disclosure
Dissemination Agent as to whether a Notice Event has occurred and if such has occurred the
Disclosure Representative shall instruct the Disclosure Dissemination Agent to report the
occurrence pursuant to subsection (c), together with the text of the disclosure that the Issuer
desires to make, the written authorization of the Issuer for the Disclosure Dissemination Agent to
disseminate such information, and the date the Issuer desires for the Disclosure Dissemination
Agent to disseminate the infori-nation.
(C) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (b) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the
State Depository (if any) and (1) each National Repository, or (ii) the MSRB.
SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure
Dissemination Agent, including but not limited to Annual Reports, documents incorporated by
reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, and
Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the full name of the
Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information
relates.
SECTION 6. Additional Disclosure Obli&ations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule I Ob-5 promulgated under the Securities Exchange Act of 1934, may apply to the
Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not
constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that
the duties of the Disclosure Dissemination Agent relate exclusively to execution of the
mechanical tasks of disseminating information as described in this Disclosure Agreement.
SECTION 7. Voluntary RW�jrts.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file additional
information with the Repositories, from time to time pursuant to a Certification of the Disclosure
Representative accompanying such information (a "Voluntary Report"). I
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice
Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to
include any information in any Annual Report, Annual Financial Statement, Voluntary Report or
Notice Event notice in addition to that which is specifically required by this Disclosure
Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such
information or include it in any future Annual Report, Annual Financial Statement, Voluntary
Report or Notice Event notice.
SECTION 8. Tennination of Reporting Obligation. The obligations of the Issuer and the
Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to
the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds,
when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by
the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally
recognized bond counsel to the effect that continuing disclosure is no longer required.
-SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. Either party hereto may, upon thirty days written notice to the other
terminate this Disclosure Agreement. Upon termination of DAC's services as Disclosure
Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a
successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of
Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders
of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall
remain liable until payment in full for any and all sums owed and payable to the Disclosure
Dissemination Agent.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the
Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the
Holders' rights to enforce the provisions of this Agreement shall be limited solely to a night, by
action in mandamus or for specific performance, to compel perforinance of the parties' obligation
under this Disclosure Agreement. Any failure by a party to perform in accordance with this
Disclosure Agreement shall not constitute a default on the Bonds or under any other document
relating to the Bonds, and all rights and remedies shall be limited to those expressly stated
herein.
SECTION 11. Duties, Immunities.and Liabilities of Disclosure Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's
M
obligation to deliver the information at the times and with the contents described herein shall be
limited to the extent the Issue, has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any Information or any other 'information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of
the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time with prior notice to
the Issuer, consult with legal counsel (either in-house or external) of its own choosing in the
event of any disagreement or controversy, or question or doubt as to the construction of any of
the provisions hereof or its respective duties hereunder, and neither of them shall incur any
liability and shall be fully protected in acting in good faith upon the advice of such legal counsel.
The fees and expenses of such counsel shall be payable by the Issuer.
SECTION 12. Amendment, Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not less than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
amendment shall become effective if the Issuer shall, within 10 days following the giving of such
notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such
amendment.
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Issuer, the Disclosure Dissemination Agent, the underwriter, and the Holders from time to
time of the Bonds, and shall create no rights in any other person or entity.
7
SECTION 14. No Personal Liabilit . No covenant, stipulation, obligation or agreement
of the Issuer contained in this Disclosure Agreement shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future officer, agent or employee of the
Issuer in other than that person's official capacity. I
SECTION 15. Severabilit . In case any section or provision of the Disclosure
Agreement, or any covenant, stipulation, obligation, agreement, act or action, or part thereof
made, assumed, entered into, or taken thereunder or any application thereof, is for any reasons
held to be illegal or invalid, such illegality or invalidity shall not affect the remainder thereof or
any other section or provision thereof or any other covenant, stipulation, obligation, agreement,
act or action, or part thereof made, assumed, entered into, or taken thereunder (except to the
extent that such remainder or section or provision or other covenant, stipulation, obligation,
agreement, act or action, or part thereof is wholly independent for its operation on the provision
determined to be invalid), which shall be construed and enforced as if such illegal or invalid
portion were not contained therein, nor shall such illegality or invalidity of any application
thereof affect any legal and valid application thereof, and each such section, provision, covenant,
stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.
SECTION 16. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida.
SECTION 17. CounteTarts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
[SIGNATURES ON FOLLOWING PAGE]
I
M
SIGNATURE PAGE FOR
DISCLOSURE DISSEMINATION AGENT AGREEMENT
City of Tamarac, Florida
The Disclosure Dissemination Agent and the Issuer have caused this Disclosure
Dissemination Agent Agreement to be executed, on the date first written above, by their
respective officers duly authorized.
[SEAL]
ATTEST
Title: Marion Swendon, City Clerk
APPROVED AS TO FORM -
I
DIGITAL ASSURANCE CERTIFICATION,
L.L.c., as Disclosure Dissemination Agent
RA
Name:
Title:
CITY OF TAMARAC, FLORIDA
as Issuer
By:
Titl 4-e Sc5hWreZiber, Mayor
By:
Title: Jeff�e(y L.%4iller, City Manager
WE
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer City of Tamarac, Florida
Obligated Person(s) Issuer
Name of Bond Issue: Capital Improvement Revenue Bonds, Series 2005
Date of Issuance: December 32005
Date of Official Statement December _, 2005
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number.
CUSIP Number.
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number.
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSEP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
(OR957212;1 I A-i
j
I
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Issuer City of Tamarac, Florida
Obligated Person: Issuer
Name of Bond Issue: Capital Improvement Revenue Bonds, Series 2005
Date of Issuance: December _, 2005
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above -named Bonds as required by the Disclosure Agreement, dated as of
December _, 2005, between the Issuer and Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent. The Issuer has notified the Disclosure Dissemination Agent
that it anticipates that the Annual Reportwill be filed by
Dated:
Digital Assurance Certification, L,L.C., as
Disclosure Dissemination Agent, on behalf of the
Issuer
cc: Issuer
Obligated Person
(OR957212;1) B-1
EXHIBIT C
MATERIAL EVENT NOTICE COVER SHEET
This cover sheet and material event notice should be sent to the Municipal Securities Rulemaking Board or to all
Nationally Recognized Municipal Securities Information Repositories, and the State Information Depository, if
applicable, pursuant to Securities and Exchange Commission Rule l5c2-12(b)(5)(i)(C) and (D).
Issuer's and/or Other Obligated Person's Name:
Citv of Tamarac, Florida
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this material event notice relates:
Number of pages of attached material event notice:
Description of Material Events Notice (Check One):
I -
2.
I
4-
5.
6.
7-
8.
9.
10,
11.
12,
13-
- Principal and inteTest payment delinquencies
—Non-Payment related defaults
—Unscheduled draws On debt service reserves reflecting financial difficulties
—Unscheduled draws on credit enhancements reflecting financial difficulties
—Substitution of credit or liquidity providers, or their failure to perform
Adverse tax opinions or events affecting the tax-exempt status of the security
— Modifications to rights of securities holders
—Bond calls
Defeasances
—Release, substitution, Or sale of property securing repayment of the securities
—Rating changes
—Failure to provide annual financial information as required
—Other material event notice (specify)
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name:
Employer: Digital Assurance Certification, LL.C.
Address:
City, State, Zip Code:
Voice Telephone Number:
Title:
Please print the material event notice attached to this cover sheet in 10-point type or larger, The cover sheet
and notice may be faxed to the MSRB at (703) 683-1930 or sent to CDINet, Municipal Securities Rulemaking
Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. Contact the MSRB at (703) 797-6600 with
questions regarding this form or the dissemination of this notice.
(OR957212;1) C-1
I
I
PRELIMINAR)'OTPICIAL ST47EAdENTI)AIT'D A'01:EAYBER
2005
4; �4 NEW ISSUE — BOOK -ENTRY ONLY RATINGS: See "BOND INSUR-ANCE" and "RATINGS" herein
141
In the opinion of Bond Counsel, assuming continuing compliance by the City with various covenants in the Resolution, under existing
c- 5 statutes, regulations, and judicial decisions, the interest on the Series 2005 Bonds will be excluded from gross income for federal income tax
purposes of the holders thereof and is not an item of tax preferencefor purposes of the federal alternative minimum tax imposed on individuals and
corporations. The Series 2005 Bonds are, under existing laws and regulations, also exempt from intangible taxes imposed pursuant to Chapter
199, Florida Statutes. See "TAXMAITERS" hereinfor a description of alternative minimum tax treatment and certain other tax consequences to
holders of the Series 2005 Bonds.
[CITY LOGO] $15,000,000* [DAC Logo]
CITY OF TAMARAC, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2005
�3 0
f 9 Dated: Due: October 1, as shown below
E8 -
The City of Tamarac, Florida (the "City") is issuing its Capital Improvement Revenue Bonds, Series 2005 (the "Series 2005 Bonds") only in the
form of fully registered bonds in the denomination of $5,000 principal amount or any integral multiple thereof, The Series 2005 Bonds will bear interest at
the fixed rates set forth below payable semi-annually on each April I and October 1, cornmencing April 1, 2006, Ile Series 2005 Bonds, when issued, will
o
be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC") which will act as securities
a , -ies 2005 Bonds. Purchases of beneficial interests in the Series 2005 Bonds will be made in book -entry form. Purchasers of the e es
0 X_ depository for the Set S ri
2005 Bonds ("Beneficial Owners") will not receive physical delivery of Series 2005 Bonds. Accordingly, principal and interest on the Series 2005 Bonds
will be paid by J.P. Morgan Trust Company, N.A., Jacksonville, Florida, as paying agent directly to DTC as the registered owner thereof. Disbursements of
such payments to the Direct Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of
Direct Participants and Indirect Participants, as more fully described herein. See "DESCRIPTION OF THE SERIES 2005 BONDS — Book -Entry Only
System" herein.
Certain of the Series 2005 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as set forth herein -
The Series 2005 Bonds are being issued pursuant to Chapter 166, Florida Statutes, the municipal charter of the City, and other applicable
provisions of law, and, pursuant to City Resolutions No. R-2005- and No. R-2005" (collectively, the "Resolution"). The Series 2005 Bonds are
being issued to finance a portion of the construction of certain City owned capital improvements for parks, recreation and public safety purposes (the
Project"), and to pay certain costs of issuance of the Series 2005 Bonds including the municipal bond insurance and Reserve Policy premiums.
The Series 2005 Bonds and the interest thereon are secured by and payable solely from (1) Non -Ad Valorem Revenues budgeted and
�E 2 9 %�
appropriated by the City in accordance with the Resolution and deposited into the Debt Service Fund, and (2) until applied in accordance with the provisions
of the Resolution, all moneys, including die investments thereof, in the funds and accounts established under the Resolution, with the exception ofthe
Rebate Fund (collectively, the "Pledged Funds"). The City has outstanding other indebtedness as to which the City has covenanted to budget and appropriate
Non -Ad Valorem Revenues sufficient to pay debt service thereon. The City also has outstanding indebtedness which is secured by pledges of specific
u -a -
Z3 portions of die Non -Ad Valorem Revenues which pledges have priority over the covenant to budget and appropriate for payment of the Series 2005 Bonds,
See "SECURITY FOR THE SERIES 2005 BONDS" and "DEBT SERVICE REQUIREMENTS" herein.
r- R
0 b4 The Series 2005 Bonds do not constitute general obligations of the City. The City is not obligated to pay the principal of, redemption
E -r, -emium, if any, or interest on the Series 2005 Bonds, except frorn the Pledged Funds. No holder of any Series 2005 Bond shall ever have the right
pi
to compel the exercise of any ad valorem taxing power to pay such Series 2005 Bond, or in order to maintain any services or programs that
i;� in
generate non -ad valorem revenues, or be entitled to payment of such Series 2005 Bond from any moneys of the City except from the Pledged Fundsl
3 in the manner provided in the Resolution.
Payment of the principal of and interest on the Series 2005 Bonds, when due will be insured by a financial guaranty insurance policy to
'57 be issued by simultaneously with the delivery of the Series 2005 Bonds.
[INSURER'S LOGO]
For discussion of the terms and Provisions of such policy, including the limitations thereof, see "BOND INSURANCE" herein and Appendix D
hereto.
This cover page contains certain information for quick reference only. It is not a summary of the Series 2005 Bonds. Investors must read the
entire Official Statement to obtain information essential to the making of an informed investment decision.
MATURITIES, AMOUNTS, INTEREST RATES, AND PRICES OR YIELDS AND INITIAL CUSIP NUMBERS
-5 $ SERIAL BONDS
�J 0 .5
Price, Price
Principal Interest 01' INITIAL Principal Interest or INITIAL
10 7 N laturities*
Amount Bate Yield CUSIP NO-** Maturities* Amount* Rate XkW CLJSIP NO.**
$
% Term Bonds, due October 1, Pi ice INITIAL CUSIP NO.
E 2
'Z
.2 Ae Series 2005 Bonds are offered when, as and ifWued and accepted by the Underwriter subject to the approval oflegalify by Bryant Miller &
_5� Olive P.A., Orlando, Florida, Bond Counsel. Certain other legal matters will be passed onfor the City by its counsel, Goren, Cherof Doody & Ezrol, P.A,
z k Fort Lauderdale, Florida, City Attorney and by Akerman Senterfitt, Orlando, Florida. Disclosure Counsel. Kirkpatrick, Pettis, a Division ofD,A. Davidson
V >,. - & Co. Fixed Income Capital Markets, Orlando, Florida is serving as financial advisor to the City in connection with the issuance of1he Series 2005 Bonds.
ne Series 2005 Bonds are expected to be delivered through thefacilities ofDTC in New York, New York on or about December 2005.
IRBC DAIN RAUSCHER LOGO]
Dated — 2005
E *Preliminary, subject to change
C ** The City shall not be responsible for the use of CUSIP numbers, nor is any representation made as to their correctness- They are included solely for the
convenience ofthe readers ofthis Official Statement.
1
1
1
(OR946273;3 )
CITY OF TAMARAC, FLORIDA
OFFICIALS
CITY COMMISSION
Joe Schreiber — Mayor
Beth Flansbaum-Talabisco - Vice -Mayor
Mark L. Sultanof
Edward C. Portner
Karen L. Roberts
CITY MANAGER
Jeffrey L. Miller
CITY ATTORNEY
Goren, Cherof, Doody & Ezrol, P.A.
Fort Lauderdale, Florida
DEPUTY CITY MANAGER
Michael C. Cernech
DIRECTOR OF FINANCIAL SERVICES
Steven G. Chapman II
CITY AUDITORS
Grau & Company, P.A.
Miami, Florida
BOND COUNSEL
Bryant Miller & Olive P.A.
Orlando, Florida
FINANCIAL ADVISOR
Kirkpatrick, Pettis, A Division of D.A. Davidson & Co.
Fixed Income Capital Markets
Orlando, Florida
DISCLOSURE COUNSEL.
Akerman Senterfitt
Orlando, Florida
No dealer, broker, salesman or other person has been authorized by the City, the Insurer or the Underwriter
to give any information or to make any representation with respect to the Series 2005 Bonds other than those
contained in this Official Statement, and, if given or made, such other information or representations must not be
relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2005 Bonds by any person in any
jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale, The information set forth
herein has been obtained from the City, DTC, the Insurer, and other sources which are believed to be reliable.
The Underwriter has provided the following sentence for inclusion in this Official Statement, The
Underwriter has reviewed the inforination in this Official Statement in accordance with, and as a part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
The information herein is subject to change without notice and neither the delivery hereof nor any sale
hereunder at any time implies that information herein is correct as of any time subsequent to its date. Any
statements in this Official Statement involving estimates, assumptions and matters of opinion, whether or not so
expressly stated, are intended as such and not as representations of fact.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2005 BONDS, THE UNDERWRITER
MAY OVER -ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE SERIES 2005 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2005 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE
SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON
THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THE SERIES 2005 BONDS HAVE NOT 13EEN APPROVED OR
DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE
A CRIMINAL OFFENSE.
References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not
purport to be comprehensive or definitive, All references to such documents are qualified in their entirety by
reference to the particular document, the full text of which may contain qualifications of and exceptions to
statements made herein. Where fall texts have not been included as appendices to this Official Statement, they may
be obtained from the City of Tamarac, Florida, City Hall, 7525 N.W. 88th Avenue, Tamarac, Florida 33321,
(954) 724-13 10, Attention: Director of Financial Services, upon prepayment of reproduction costs, postage and
handling expenses.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
I
(OR946273;3) ii
TABLE OF CONTENTS
Page
SUMMARY STATEMENT ............... _,_ ................ ............................................ �v
TheCity ....... ____ ...... ...................................................... .................... ................................. ..................... v
The Series 2005 Bonds ...................................... ___ .......................... v
Purpose of the Series 2005 Bonds ................... .................................... .......................... __ ............................ v
Security for the Series 2005 Bonds ...................................................................... ...................... ....... ..... V
Redemption Provisions ........................... ....... ................. _ .................................... ................................... _ vi
Future Debt Payable from Non -Ad Valorem Revenues ....................... ................................................... .... vi
Municipal Bond Insurance ......................................... ....................... ... _ .................... _ ............................. vii
Professionals............. ............................. .......... ............................................. _ ...... ............................ ...... vii
Delivery of the Series 2005 Bonds ...................................................................................... _ ...................... vii
Continuing Disclosure ...... .................................. ............................. ...................... ... _ ................. __._ vii
Additional Information ... ...... ........................................... ......................... ...... ................................. vii
Miscellaneous........... ....... .......................................................... ................ .................... vii
INTRODUCTION........ ...................................... ....... _ ............ I
PURPOSE OF THE SERIES 2005 BONDS .................... ............................ 2
THE PROJECT .............................. 2
DESCRIPTION OF THE SERIES 2005 BONDS ............................................................ 2
GeneralDescription. ................................. ___ ....... ................... ................ __ ............. ........ .................. 2
Book -Entry Only System... .......................................................................... ........ .............. ......................... 2
Redemption Provisions .......... ........................... ................... ................ .................. __ ................... 4
SECURITY FOR THE SERIES 2005 BONDS ................. ........................ 5
General...... ......................................... ................. 5
Pledged Funds, Covenant to Budget and Appropriate .................. _ ...... ..................................... .................. 5
Anti -Dilution .................... __ .............................. 6
Paymentof Bonds ..................... ................................................... ................ ............................. ......... 7
Reserve Account ........... ... ___ ........................ 7
ReservePolicy ....... ................................. _ ....... ......... ..................... __ ........ ....................... ................. 7
NoImpairment ........................ _ ............................................... ............... ......... ......... __ ............................. 8
Investments... ................................... __ ....................... 8
BONDINSURANCE.. .................................. .................. 8
OTHER OBLIGATIONS PAYABLE FROM NON -AD VALOREM REVENUES ................ .............. ........... 10
FUTURE FINANCING PLANS .............. _ ....... ............................................ ................ __ ...................................... 10
ESTIMATED SOURCES AND USES OF FUNDS ................................. _ ........
THE CITY .... _,_ ........... ....................... __ ...... ........... _ 11
GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES ................ _ ............
General..................... ............... ................
FLORIDA CONSTITUTIONAL AMENDMENTS ............... ** .............................. * ................ .......... **'***'* .............. 14
General........................ ........................... ............. _ .................. .................. ............................. __ .............. 14
SaveOur Homes Amendment ............................................................................... _ ..................................... 14
fOR946273;31 iii
Limitation on State Revenues Amendment.. .................................. ........................................
.................... 14
Effectof Hurricanes ......... ......... ............................................................
....... .................................. 15
LITIGATION........... ..................................................... ....... ................ .........
Is
LEGALMATTERS .............. ___ ................. ....................................................... .......
15
TAXMATTERS_ ........ ...... .......... .................................. ...................... ...... _
...... ........................................... 15
General... .... _._ ....... ............................................. ......................... .........................
.......................... 15
Tax Treatment of Original Issue Discount ............. _._ .... .............................
_ .................. _ ............ ......... 16
Tax Treatment of Bond Premium ......................... .............................. .......................
_ .......................... 17
UNDERWRITING...................................................... ........................... ........... .................
_ ..................... 17
INVESTMENTPOLICY .... _ ................ ................................ .................... .....................
...... ............................ 17
RATINGS... _ ...... ............... ..................................... _ ........................ ........... .............
_ ............. ... 18
FINANCIAL STATEMENTS ..................... ............ ...........................
18
CONTINUING DISCLOSURE. � ......... __ ....................... _._ .... .... .................
................................................. 19
DISCLOSURE REQUIRED BY FLORIDA 13LUE SKY REGULATIONS ............
................................................ 19
ENFORCEABILITY OF REMEDIES ................................................................. ............
.... _ ..... ................... __ ..... 19
FINANCIAL ADVISOR .............. .............. ............................. ................ __
.................. _._ ....................... 19
CONTINGENT FEES ................ .................................. .................. ...... ....................
_._ ................ __ ...... _ 19
FORWARD -LOOKING STATEMENTS ......... .................................... ..................................................
................ 20
MISCELLANEOUS............................... .......................... ......................... __
.................... _ .......................... 20
CERTIFICATE AS TO OFFICIAL STATEMENT ...... ......................................... ...
__ ................... ...................... 20
APPENDIX A
City of Tamarac, Florida General Information.
APPENDIX B
The Resolution
APPENDIX C
Excerpts from the Comprehensive Annual Financial Report of the City for the Fiscal Year
Ended September 30, 2004
APPENDIX D
Specimen Financial Guaranty Insurance Policy
APPENDIX E
Form of Opinion of Bond Counsel
APPENDIX F
Form of Continuing Disclosure Agreement
I
fOR946273;31 iv
SUMMARY STATEMENT
This Summary Statement, being part of the Official Statement, is subject to the more complete information
contained herein and should not be considered to be a complete statement of the facts material to making an
investment decision. The offering by the City of Tamarac, Florida, of its $15,000,000* Capital Improvement
Revenue Bonds, Series 2005 (the "Series 2005 Bonds") to potential investors is made only by means of the entire
Official Statement. No person is authorized to detach this Summary Statement from the Official Statement or
otherwise use it without the entire Official Statement. Capitalized terms used but not defined in this Summary
Statement shall have the same meaning as in the Resolution (as hereinafter defined), unless the context would
clearly indicate otherwise. See "The Resolution" - Appendix B hereto.
The City
The City of Tamarac, Florida (the "City") located in Broward County, Florida, had an estimated 2004
population of 57,726. The City was incorporated in 1963 and operates under its own charter. The governing body
of the City consists of a five member commission of which four members are elected by district, and a mayor is
elected at large. The City provides a full range of municipal services, including police and fire protection, highways
and streets, planning, zoning, parks, recreation, water, sewer, sanitation and general administrative services.
The Series 2005 Bonds
The City is issuing the Series 2005 Bonds only in the form of fully registered bonds in the denomination of
$5,000 principal amount or any integral multiple thereof. The Series 2005 Bonds will bear interest at the fixed rates
set forth on the cover page hereof payable serni-annually on each April I and October 1, commencing April 1, 2006.
The Series 2005 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York ("DTC") which will act as securities depository for the Series 2005 Bonds.
Purchases of beneficial interests in the Series 2005 Bonds will be made in book -entry form. Purchasers of the Series
2005 Bonds ("Beneficial Owners") will not receive physical delivery of Series 2005 Bonds. Accordingly, principal
and interest on the Series 2005 Bonds will be paid by J.P. Morgan Trust Company, N.A., Jacksonville, Florida, as
paying agent directly to DTC as the registered owner thereof. Disbursements of such payments to the Direct
Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the
responsibility of Direct Participants and Indirect Participants, as more fully described herein. See "DESCRIPTION
OF THE SERIES 2005 BONDS - Book -Entry -Only System" herein.
Certain of the Series 2005 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as set forth herein. See "DESCRIPTION OF THE SERIES 2005 BONDS - Redemption Provisions"
herein.
Purpose of the Series 2005 Bonds
The Series 2005 Bonds are being issued pursuant to Chapter 166, Florida Statutes, the municipal charter of
the City, and other applicable provisions of law, and City Resolutions No. R-2005- and No. R-2005-
(collectively the "Resolution"). The Series 2005 Bonds are being issued to finance the ac—quisition, construction and
equipping of certain City owned capital improvements for parks, recreation and public safety purposes (the
"Project") and to pay certain costs of issuance of the Series 2005 Bonds including the municipal bond insurance and
Reserve Policy (hereinafter defined) premiums.
Security for the Series 2005 Bonds
The Series 2005 Bonds and the interest thereon are secured by and payable solely from (1) Non -Ad
Valorem Revenues budgeted and appropriated by the City in accordance with the Resolution and deposited into the
Debt Service Fund, and (2) until applied in accordance with the provisions of the Resolution, all moneys, including
the investments thereof, in the funds and accounts established under the Resolution, with the exception of the Rebate
Fund (collectively the "Pledged Funds"), Pursuant to the Resolution, the City covenants and agrees to appropriate in
*Preliminary, Subject to Change
(OR94627313) v
its annual budget, by amendment if necessary, for each Fiscal Year sufficient amounts of Non -Ad Valorem
Revenues for the payment of principal of and interest on the Series 2005 Bonds and to make certain other payments
required under the Resolution in each such Fiscal Year. Such covenant to budget and appropriate does not create
any lien upon or pledge of such Non -Ad Valorem Revenues until such funds are deposited in the Debt Service Fund,
nor does it preclude the City from pledging in the future or covenanting to budget and appropriate in the future its
Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem
Revenues, nor does it give the Holders of the Series 2005 Bonds a prior claim on the Non -Ad Valorem Revenues as
opposed to claims of general creditors of the City. The City does not covenant to maintain any services or programs
now maintained or provided by the City including those which generate Non -Ad Valorem Revenues. The
Resolution defines Non -Ad Valorem Revenues as all legally available non -ad valorem revenues of the City
(excluding revenues of any enterprise fund of the City), which are legally available to make the payments required
by the Resolution, but only after provision has been made by the City for payment of services and programs which
are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are
legally mandated by applicable law. The City has outstanding its Capital Improvement Revenue Bonds, Series 2004
as to which the City has covenanted to budget and appropriate Non -Ad Valorem Revenues sufficient to pay debt
service thereon. The City also has outstanding indebtedness which is secured by pledges of specific portions of the
Non -Ad Valorem Revenues which pledges have priority over the covenant to budget and appropriate for payment of
the Series 2005 Bonds. See "SECURITY FOR THE SERIES 2005 BONDS" and "DEBT SERVICE
REQUIREMENTS" herein.
The Series 2005 Bonds do not constitute general obligations of the City. The City is not obligated to
pay the principal of, redemption premium, if any, or interest on the 2004 Bonds, except from the Pledged
Funds. No holder of any Series 2005 Bond shall ever have the right to compel the exercise of any ad valorem
taxing power to pay such Series 2005 Bond, or in order to maintain any services or programs that generate
Don -ad valorem revenues, or be entitled to payment of such Series 2005 Bond from any moneys of the City
except from the Pledged Funds in the manner provided in the Resolution.
The City will, in connection with the issuanc.e of the Series 2005 Bonds, deposit to the Reserve Account the
surety bond (the "Reserve Policy") of (11 "), in an amount
equal to the Reserve Account Requirement for the Series 2005 Bonds. Amounts in the Reserve Account shall be
used only for the purpose of making payments of maturing principal or interest or Amortization Installments when
the other moneys in the Debt Service Fund are insufficient therefor.
The "Reserve Account Requirement" is the lesser of (i) the Maximum Annual Debt Service for all
Outstanding Series 2005 Bonds, (ii) one hundred twenty-five percent (125%) of average annual debt service for all
Outstanding Series 2005 Bonds, or (iii) the maximum amount allowed under the Code to be funded with proceeds of
the Series 2005 Bonds without adversely affecting the exclusion of interest on the Outstanding Series 2005 Bonds,
and without yield restriction. See "SECURITY FOR THE SERIES 2005 BONDS - Funds and Accounts" and
"SECURITY FOR THE SERIES 2005 BONDS - Reserve Policy" herein.
Redemption Provisions
The Series 2005 Bonds maturing on or after October 1, - are subject to optional redemption on or after
October 1, at the redemption price(s) described herein. Certain of the Series 2005 Bonds are subject to
mandatory sinking fund redemption as described herein. See "DESCRIPTION OF THE SERIES 2005 BONDS -
Redemption Provisions" herein.
Future Debt Payable from Non -Ad Valorem Revenues
The City may issue additional obligations in the future payable from specific Non -Ad Valorem Revenues
of the City or the City's covenant to budget and appropriate legally available Non -Ad Valorem Revenues subject to
certain restrictive covenants set forth in the Resolution. See "FUTURE DEBT PAYABLE FROM NON -AD
VALOREM REVENUES" and "SECURITY FOR THE SERIES 2005 BONDS - Anti -Dilution" herein.
I
fOR946273-13) vi
Municipal Bond Insurance
Payment of the principal of and interest on the Series 2005 Bonds, when due will be insured by a financial
guaranty insurance policy to be issued by simultaneously with the delivery of the Series 2005
Bonds. See "BOND INSURANCE" herein and Appendix D hereto.
Professionals
J.P. Morgan Trust Company, N,A- will serve as Registrar and Paying Agent pursuant to the Resolution.
Bryant Miller & Olive P.A., Orlando, Florida, is serving as Bond Counsel, Goren, Cherof, Doody & Ezrol,
P.A., Fort Lauderdale, Florida, is the City Attorney, and Akerman Senterfitt, Orlando, Florida, is serving as
Disclosure Counsel. Kirkpatrick Pettis, a Division of D.A. Davidson & Co. Fixed Income Capital Markets, Orlando,
Florida, is the City's Financial Advisor.
Delivery of the Series 2005 Bonds
It is anticipated that the Series 2005 Bonds in fully registered form will be available for delivery through
the facilities of DTC on oi- about December —, 2005.
Continuing Disclosure
The City has agreed and undertaken for the benefit of the Holders and beneficial owners of Series 2005
Bonds, to provide certain financial information and operating data relating to the City and the Series 2005 Bonds
and notice of certain enumerated events pursuant to Rule 15c2-12 of the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934. See "CONTINUING DISCLOSURE" herein and Appendix F
hffetO�
Additional Inform3floo
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Descriptions of the Series 2005 Bonds, and other agreements and documents contained herein constitute summaries
of certain provisions thereof and do not purport to be complete. Reference is made to the Resolution, and such other
agreements and documents for a more complete description of such provisions.
Investors should contact the Director of Financial Services (954) 724-1310 at City Hall, 7525 N.W. 88th
Avenue, Tamarac, Florida 33321, to obtain copies of basic documentation referred to herein or with questions
concerning this Official Statement or the Series 2005 Bonds.
Except to the extent otherwise indicated, information contained in this Official Statement was compiled by
the City.
Miscellaneous
The references, excerpts and summaries of all documents referred to herein do not purport to be complete
statements of the provisions of such documents, and reference is directed to all such documents for full and
complete statements of all matters of fact relating to the Series 2005 Bonds, the security for the payment of the
Series 2005 Bonds, and the rights and obligations of holders thereof.
The information contained in the Official Statement involving matters of opinion or estimates, whether or
not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any
of the estimates will be realized. Neither this Official Statement nor any statement which may have been made
verbally or in writing is to be construed as a contract with the holders or beneficial owners of the Series 2005 Bonds.
I[END OF SUMMARY STATEMENT]
�OR94627313) vii
OFFICIAL STATEMENT
$15,000,000*
CITY OF TAMARAC, FLORIDA
CAPITAL IMPROVEMENT REVENUE -BONDS, SERIES 2005
INTRODUCTION
The purpose of this Official Statement, including the cover page, Summary Statement and all appendices, is
to set forth certain information in connection with the sale by the City of Tamarac, Florida (the City") of its
$15,000,000* aggregate principal amount of Capital Improvement Revenue Bonds, Series 2005 (the "Series 2005
Bonds").
The Series 2005 Bonds are issued under and pursuant to Chapter 166 Florida Statutes, the municipal charter
of the City and other applicable provisions of law, and Resolutions No. R-2005-_ and R-2005-_ (collectively,
the Resolution"). See Appendix B, "The Resolution."
The Series 2005 Bonds and the interest thereon are secured by and payable solely from (1) Non -Ad
Valorem Revenues budgeted and appropriated by the City in accordance with the Resolution and deposited into the
Debt Service Fund, and (2) until applied in accordance with the provisions of the Resolution, all moneys, including
the investments thereof, in the funds and accounts established under the Resolution, with the exception of the Rebate
Fund (collectively, the "Pledged Funds"). See "SECURITY FOR THE SERIES 2005 BONDS" and "DEBT
SERVICE REQUIREMENTS" herein.
The Series 2005 Bonds do not constitute general obligations of the City. The City is not obligated to
pay the principal of, redemption premium, if any, or interest on the 2005 Bonds, except from the Pledged
Funds. No holder of any Series 2005 Bond shall ever have the right to compel the exercise of any ad valorem
taxing power to pay such Series 2005 Bond, or in order to maintain any services or programs 'that generate
non -ad valorem revenues, or be entitled to payment of such Series 2005 Bond from any moneys of the City
except from the Pledged Funds in the manner provided in the Resolution.
The Series 2005 Bonds are issuable only in the form of fully registered bonds in denominations of $5,000
principal amount or any integral multiple thereof. The Series 2005 Bonds, when issued, will be registered in the
name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC") which will act
as securities depository for the Series 2005 Bonds. Purchases of beneficial interests in the Series 2005 Bonds will
be inade in book -entry form, Purchasers of the Series 2005 Bonds ("Beneficial Owners") will not receive physical
delivery of Series 2005 Bonds. Accordingly, principal and interest on the Series 2005 Bonds will be paid by J.P.
Morgan Trust Company, N.A., Jacksonville, Florida, as paying agent directly to DTC as the registered owner
thereof. Disbursements of such payments to the Direct Participants is the responsibility of DTC and disbursements
of such payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect Participants, as
more fully described herein. See "DESCRIPTION OF THE SERIES 2005 BONDS - Book -Entry -Only System"
herein.
Certain of the Series 2005 Bonds are subject to optional and mandatory sinking fund redemption prior to
maturity as set forth herein. See "DESCRIPTION OF THE SERIES 2005 BONDS - Redemption Provisions"
herein.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Capitalized terms used herein but not defined herein have the same meanings as when used in the
Resolution unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the
Series 2005 Bonds are set forth in the Resolution, which is attached to this Official Statement as Appendix B.
*Preliminary, Subject to Change I
fOR946273,31
The description of the Series 2005 Bonds, the documents authorizing and securing the same, and the information
from various reports and statements contained herein are not comprehensive or definitive. All references herein to
such documents, reports and statements are qualified by the entire, actual content of such documents, reports and
statements. Copies of such documents, reports and statements referred to herein that are not included in their entirety
in this Official Statement may be obtained, after payment of applicable copying and mailing and handling costs,
from the City of Tamarac, at City Hall, 7525 N.W. 88th Avenue, Tamarac, Florida 33321, Attention: Director of
Financial Services (954) 724-13 10.
PURPOSE OF THE SERIES 2005 BONDS
The Series 2005 Bonds are being issued to finance the acquisition, constraction and equipping of certain
City owned capital improvements for parks, recreation and public safety purposes (the "Project") and to pay certain
costs of issuance of the Series 2005 Bonds including the municipal bond insurance and Reserve Policy (hereinafter
defined) premiums.
THE PROJECT
The City currently intends to expend the proceeds of the Series 2005 Bonds deposited in the Construction
Fund to construct the following:
Sports Complex Expansion
Community Center Expansion
Recreation Center Demolition./Reconstruction
Parks Maintenance Compound Relocation
Aquatic Center Annex
Southgate Linear Park Phase 1 B and 2
Dog Park
Waters Edge Park
Bikeway System
Fire Station Renovations
The City may from time to time amend the Project list.
DESCRIPTION OF THE SERIES 2005 BONDS
General Description
The Series 2005 Bonds will be issued as fully registered bonds in the denominations of $5,000 principal
amount or integral multiples thereof and will be initially registered in the name of Cede & Co., as nominee of DTC,
which will act as securities depository for the Series 2005 Bonds. Unless the book -entry system is discontinued as
described herein, individual purchases of the Series 2005 Bonds will be made in book -entry form only, and the
purchasers will not receive physical delivery of the Series 2005 Bonds or any certificate representing their beneficial
ownership interests in the Series 2005 Bonds. See "Book -Entry Only System" below.
Interest on the Series 2005 Bonds is payable on April 1, 2006 and on each October I and April I thereafter
until maturity or redemption. Amounts due on the Series 2005 Bonds will be paid to Cede & Co., as nominee for
DTC, as registered owner of the Series 2005 Bonds, to be subsequently disbursed to Direct Participants and Indirect
Participants and thereafter to the Beneficial Owners of the Series 2005 Bonds.
Book -Entry Only System
The information set forth under this caption concerning DTC and DTC's book -entry system has been
obtained from DTC, and the City takes no responsibility for the accuracy thereof.
The Series 2005 Bonds will be issued as fully registered bonds without coupons. DTC will act as securities
depository for the Series 2005 Bonds. The Series 2005 Bonds will be issued as fully registered securities registered
in the name of Cede & Co. (DTC's partnership nominee). One fully registered Bond will be issued for each
(OR946273;31 2
maturity of the Series 2005 Bonds. Beneficial owners of the Series 2005 Bonds will not receive physical delivery of
Series 2005 Bonds.
DTC, the world's largest depository, is a limited purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues and money market investments from over one hundred (100) countries that
Participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct
Participants of sales and other securities transactions in deposited securities through electronic computerized
book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical
movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, batiks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned
subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in tum, is owned by a number of
Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing
Corporation, and Emerging Markets Clearing Corporation, (NSCC, FICC, and EMCC, also subsidiaries of DTCQ,
as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has
Standard & Poor's highest rating: AAA. The DTC rules applicable to its Participants are on file with the Securities
and Exchange Cominission. More information about DTC can be found at www.dtcc.com and www.dtc.org.
Purchases of Series 2005 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2005 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participant's
records. Beneficial Owners will not receive written confirmation from DTC of their transaction, but Beneficial
Owners are expected to receive written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction, Transfers of ownership interests in the Series 2005 Bonds are to be accomplished by entries made
on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interest in Series 2005 Bonds, except in the event that use of the book -entry system for
the Series 2005 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2005 Bonds deposited by Participants with DTC are registered
in the name of DTC's partnership norninee, Cede & Co. The deposit of Series 2005 Bonds with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership, DTC has no knowledge of the
actual Beneficial Owners of the Series 2005 Bonds, DTC's records reflect only the identity of the Direct Participants
to whose accounts such Series 2005 Bonds are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among thern, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of Series 2005 Bonds may wish to take certain steps to augment the transmission to them of
notices of significant events with respect to the Series 2005 Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the security documents. For example, Beneficial Owners of Bon Series 2005 Bonds may
wish to ascertain that the nominee holding the Series 2005 Bonds for their benefit has agreed to obtain and transmit
notices to Beneficial Owners. In the alternative Beneficial Owners may wish to provide their names and addresses
to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2005 Bonds are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each Direct Participant it, such issue to be
redeemed. I
IOR946273;3)
Neither DTC nor Cede & Co, (nor any other DTC nominee) will consent or vote with respect to the Series
2005 Bonds. Under its usual procedures, DTC will mail an Omnibus Proxy to the City as soon as possible after the
record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to Cede & Co. or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon
DTC's receipt of funds and corresponding detail information from the City or the Paying Agent on the payable date
in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in " street name," and will be the responsibility of such Participant
and not of DTC, DTC's nominee, the Paying Agent, or the —, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal, and interest to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTQ is the responsibility of the or the
Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depository with respect to the Series 2005 Bonds at any
time by giving reasonable notice to City or the Paying Agent. Under such circumstances, in the event that a
successor depository is not obtained, Bonds certificates are required to be printed and delivered.
To the extent permitted by its agreement with DTC (or a successor securities depository), the City may
seek to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository),
subject to the requirements of such agreement. In that event, Bond certificates will be printed and delivered.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2005 BONDS, AS
NOMINEE OF DTC, REFERENCES HEREIN TO THE HOLDER OF THE BOND OR REGISTERED OWNERS
OF THE Bonds SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE
Bonds. The City can make no assurances that DTC will distribute payments of principal of, redemption price, if
any, or interest on the Bonds to the Direct Participants, or that Direct and Indirect Participants will distribute
payments of principal of, redemption price, if any, or interest on the Bonds or redemption notices to the Beneficial
Owners of such Series 2005 Bonds or that they will do so on a timely basis, or that DTC or any of its Participants
will act in a manner described in this Limited Offering Memorandum, The City is not responsible or liable for the
failure of DTC to make any payment to any Direct Participant or failure of any Direct or Indirect Participant to give
any notice or make any payment to a Beneficial Owner in respect to the Bonds or any error or delay relating thereto.
The rights of holders of beneficial interests in the Series 2005 Bonds and the manner of transferring or
pledging those interests is subject to applicable state law. Holders of beneficial interests in the Series 2005 Bonds
may want to discuss the manner of transferring or pledging their interest in the Bonds with their legal advisors.
In the event the book -entry system is tenninated, the transfer and exchange of Series 2005 Bonds shall be
accomplished as described in Appendix B "The Resolution."
Redemption Provisions
Optional Redemption
The Series 2005 Bonds maturing on or prior to October 1, _, shall not be subject to redemption prior to
maturity. The Series 2005 Bonds maturing on October 1, _, or thereafter may be redeemed prior to maturity at
the option of the City, as a whole or in part on October 1, _, or on any date thereafter, if in part, from such
maturity or maturities as the City shall designate and by lot within a maturity at the redemption price of one hundred
percent (100%), of the principal amount of the Series 2005 Bonds to be redeemed, plus accrued interest to the
redemption date.
JOR94627313) 4
Mandatory Redemption
The Series 2005 Bonds maturing in the year - are subject to mandatory redemption in part by the City
on October 1 in the years and in the principal amounts, plus accrued interest to the redemption date, as set forth
below. I
Year Amount
*maturity
Notice and Effect of Redemptio
Notice of redemption, unless waived, is to be given by the Registrar by mailing an official redemption
notice by registered or certified mail at least 30 days and not more than 60 days prior to the date fixed for
redemption to the Registered Owners of the Series 2005 Bonds to be redeemed at such Owners' addresses shown on
the registration books maintained by the Registrar or at such other addresses as shall be furnished in writing by such
Registered Owners to the Registrar; provided, however, that no defect in any such notice to any Registered Holder
of Series 2005 Bonds to be redeemed nor failure to give such notice to any such Registered Holder nor failure of any
such Registered Holder to receive such notice shall in any manner defeat the effectiveness of a call for redemption
as to all other Registered Owners of Series 2005 Bonds to be redeemed. Notice of redemption having been given
substantially as aforesaid, the Series 2005 Bonds or portions of Series 2005 Bonds to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified, and from and after such date
(unless the City shall default in the payment of the redemption price), such Series 2005 Bonds or portions of Series
2005 Bonds shall cease to bear interest.
SECURITY FOR THE SERIES 2005 BONDS
General The Series 2005 Bonds and the interest thereon are secured by and payable solely from (1) Non -Ad
Valorem Revenues budgeted and appropriated by the City in accordance with the Resolution and deposited into the
Debt Service Fund, and (2) until applied in accordance with the provisions of the Resolution, all moneys, including
the investments thereof, in the funds and accounts established under the Resolution, with the exception of the Rebate
Fund (collectively, the "Pledged Funds").
The Series 2005 Bonds do not constitute general obligations of the City, but shall be special
obligations of the City, payable solely from and secured by a lien upon and pledge of the Pledged Funds. The
City is not obligated to pay the principal of, redemption premium, if any, or interest on the 2005 Bonds,
except from the Pledged Funds. No holder of any Series 2005 Bond shall ever have the right to compel the
exercise of any ad valorem taxing power to pay such Series 2005 Bond, for payment of any amount payable
under the Resolution, or in order to maintain any services or programs that generate non -ad valorem
revenues, or be entitled to payment of such Series 2005 Bond from any moneys of the City except from the
Pledged Funds in the manner provided in the Resolution.
Pledged Funds, Covenant to Budget and Appropriate
The City covenants and agrees to appropriate in its annual budget, by amendment if necessary, for each
Fiscal Year in which the Series 2005 Bonds remain outstanding, sufficient amounts of Non -Ad Valorem Revenues
for the payment of principal of and interest on the Series 2005 Bonds and to make certain other payments required
under the Resolution in each such Fiscal Year. Such covenant and agreement on the part of the City is cumulative
and shall continue until all payments of principal of and interest on the Series 2005 Bonds shall have been budgeted,
appropriated and actually paid. The City agrees in the Resolution that this covenant and agreement shall be deemed
to be entered into for the benefit of the holders of the Series 2005 Bonds and the Insurer and that this obligation may
be enforced in a court of competent jurisdiction. Notwithstanding any provision of the Resolution to the contrary,
the City does not covenant to maintain any services or programs now maintained or provided by the City, including
�OR946273131
those programs and services which generate Non -Ad Valorem Revenues. This covenant and agreement shall not be
construed as a limitation on the ability of the City to pledge all or a portion of such Non -Ad Valorem Revenues or to
covenant to budget and appropriate Non -Ad Valorem Revenues for other legally permissible purposes. Nothing in
the Resolution shall be deemed to pledge ad valorem tax revenues or to permit or constitute a mortgage or lien upon
any assets owned by the City and no Holder of Series 2005 Bonds or other person may compel the levy of ad
valorem taxes on real or personal property within the boundaries of the City for the payment of the City's obligations
under the Resolution or in order to maintain any services or programs that generate Non -Ad Valorem Revenues. The
City has outstanding its Capital Improvement Revenue Bonds, Series 2004 (the "2004 Bonds") as to which the City
has covenanted to budget and appropriate Non -Ad Valorem Revenues sufficient to pay debt service thereon. The
City also has outstanding indebtedness which is secured by pledges of specific portions of the Non -Ad Valorem
Revenues which pledges have priority over the covenant to budget and appropriate for payment of the Series 2005
Bonds,
However, this covenant to budget and appropriate in its annual budget for the purposes and in the manner
stated in the Resolution has the effect of making available for the payment of the Series 2005 Bonds the Non -Ad
Valorem Revenues of the City in the manner provided in the Resolution and placing on the City a positive duty to
appropriate and budget, by amendment if necessary, amounts sufficient to meet its obligations under the Resolution;
subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, which make it unlawful for
any municipality to expend moneys not appropriated and in excess of such municipality's current budgeted revenues.
The obligation of the City to make such payments from its Non -Ad Valorem Revenues is subject in all respects to
the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues or a covenant to budget and
appropriate Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service
on bonds and other debt instruments), and ftinding requirements for essential public purposes affecting health,
welfare and safety of the inhabitants of the City; however, such obligation is cumulative and would carry over from
Fiscal Year to Fiscal Year.
The Resolution provides that such covenant to budget and appropriate does not create any lien upon or
pledge of such Non -Ad Valorem Revenues until such funds are deposited in the Debt Service Fund, not does it
preclude the City from pledging in the future or covenanting to budget and appropriate in the future its Non -Ad
Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor
does it give the Holders of the Series 2005 Bonds a prior claim on the Non -Ad Valorem Revenues as opposed to
claims of general creditors of the City. The City does pursuant to the Resolution irrevocably pledge the Pledged
Funds to the payment of the principal of and interest on the Series 2005 Bonds, and the City irrevocably agrees to
the deposit of Non -Ad Valorem Revenues into the Debt Service Fund at the times provided of the sums required to
secure to the Holders of the Series 2005 Bonds, and the payment of the principal of and interest thereon when due.
The Resolution further provides that Pledged Funds shall immediately be subject to the lien of such pledge without
any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all
parties having claims of any kind in tort, contract or otherwise against the City.
Until applied in accordance with the Resolution, the Non -Ad Valorem Revenues deposited by the City in
the Debt Service Fund, plus any earnings thereon, shall be pledged to the repayment of the Series 2005 Bonds.
Anti -Dilution
Pursuant to the Resolution the City agrees as a condition precedent to the issuance of any debt or the
incurrence of any other obligations which are secured by and/or payable solely from Pledgable Non -Ad Valorem
Revenues, to deliver to the Insurer a certificate setting forth the calculations of the financial ratios provided below
and certifying that it is in compliance with the following:
(i) the average of the Pledgable Non -Ad Valorem Revenues for the two most recent Fiscal
Years for which audited financial statements of the City are available is equal to or greater than 2.Ox the projected
maximum annual debt service on the proposed debt or obligations and the other debt and obligations secured by
and/or payable solely from all or a portion of such Pledgable Non -Ad Valorem Revenue to be outstanding following
the issuance of the proposed debt or obligations; and
(ii) the remainder of (A) the Pledgable Non -Ad Valorem Revenues for the most recent Fiscal
Year for which audited financial statements of the City are available, less (B) the Product of (1) the quotient of such
JOR94627313)
Pledgable Non -Ad Valorem Revenues divided by the Non-EnteTprise Fund Revenues for such Fiscal Year,
multiplied by (11) the Costs of Essential Services for such Fiscal Year, and less (C) the maximum annual debt
service on debt and obligations secured by an express lien on all or a portion of the Pledgable Non -Ad Valorem
Revenues to be outstanding following the issuance of the proposed debt or obligations is equal to or greater than
1. lx the Maximum Annual Covenant Debt Service with respect to debt and obligations to be outstanding following
the issuance of the proposed debt or obligations. [Pledgable Non -Ad Valorem Revenues — ((Pledgable Non -Ad
Valorem Revenues — Non -Enterprise Fund Revenues) x (Costs of Essential Services)) — maximum annual debt
service secured by lien on Pledgable Non -Ad Valorem Revenues > 1. lx Maximum Annual Covenant Debt Service).
For purposes of such covenants, "maximum annual debt service" (including, without limitation, as
used in the definition of "Maximum Annual Covenant Debt Service") shall mean the lesser of the actual maximum
annual debt service on such debt and obligations, or 15% of the original par amount thereof For the purpose of
calculating maximum annual non -ad valorem debt service on any indebtedness which bears interest at a variable
rate, such indebtedness shall be deemed to bear interest at the greater of (i) 1.25 times the most recently published
Bond Buyer Revenue Bond 30 Year Index or (ii) 1 .25 times actual average interest rate during the prior Fiscal Year
of the City. [Notwithstanding anything in the Resolution to the contrary, the foregoing provisions may be amended,
supplemented, or waived from time to time only with the prior written consent of the Insurer, but without the
consent of the Series 2005 Bondholders if all the Series 2005 Bonds Outstanding are insured by the Insurer.]
Pledgable Non -Ad Valorem Revenues are defined as all legally available non -ad valorem revenues of the
City (excluding revenues of any enterprise fund of the City), which are legally available to make the payments
required the Resolution.
Non -Enterprise Fund Revenues means all available revenues and receipts of the City (excluding revenues
of any enterprise fund of the City), which are legally available for the payment of Costs of Essential Services.
Costs of Essential Services means the cost of services and programs which are for essential public purposes
affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable
law.
Maximum Annual Covenant Debt Service is defined as the maximum annual debt service on debt and
obligations secured by a covenant to budget and appropriate Pledgable Non -Ad Valorem Revenues for the payment
thereof, or that are unsecured and expected by the City to be paid from Pledgable Non -Ad Valorem Revenues.
Payment of Bonds
Pursuant to the Resolution, the City has covenanted that Non -Ad Valorem Revenues shall be deposited or
credited to the Interest Account, Prepayment Account and Bond Amortization Account at least five (5) business
days prior to the applicable due date in amounts sufficient to pay the interest, principal and Amortization
Installments next coming due.
Reserve Account
The Resolution creates a Reserve Account within the Debt Service Fund and provides that, on the date of
delivery of the Series 2005 Bonds, the City will fund it in an amount equal to the Reserve Account Requirement.
The City will at the time of delivery of the Series 2005 Bonds deposit the Reserve Policy (hereinafter defined) to the
Reserve Account. Amounts in the Reserve Account shall be used only for the purpose of the payment of
amortization installments, principal of and interest on the Series 2005 Bonds when the amounts in the other accounts
in the Debt Service Fund are insufficient therefor.
Reserve Policy
The Resolution establishes the Reserve Account and requires that it be maintained in an amount equal to
the Reserve Account Requirement. The Resolution authorizes the City to obtain a Reserve Account Surety Bond in
place of fully funding the Reserve Account. Accordingly, application has been made to
- (it ") for the issuance of a surety bond (the "Reserve Policy")
for the purpose of funding the Reserve Account in an amount equal to the Reserve Account Requirement for the
f OR946273;3) 7
I
Series 2005 Bonds. The Series 2005 Bonds will only be delivered upon the issuance of such Reserve Policy. The
premium on the Reserve Policy is to be fully paid at or prior to the issuance and delivery of the Series 2005 Bonds.
[BALANCE TO BE PROVIDED.]
For information regarding , please refer to "BOND INSURANCE" below.
No Impairment
The City has covenanted in the Resolution that the pledging of the Pledged Funds in the manner provided
therein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other
proceedings of the City Commission of the City.
Investments
The Construction Fund and the Debt Service Fund shall be continuously secured in the manner by which
the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in the
Construction Fund and the Debt Service Fund may be invested and reinvested in Permitted Investments maturing
not later than the date on which the moneys therein will be needed. Any and all income received by the City from
the investment of moneys in each account of the Construction Fund, the Interest Account, the Principal Account, the
Bond Amortization Account, and the Reserve Account (but only to the extent that the amount therein is less than the
Reserve Account Requirement) shall be retained in such respective Fund or Account unless otherwise required by
applicable law, To the extent that the amount in the Reserve Account is equal to or greater than the Reserve
Account Requirement, any and all income received by the City from the investment of moneys therein shall be
transferred, upon receipt, and deposited into the Interest Account.
Nothing contained in the Resolution shall prevent any Pennitted Investments acquired as investments of or
security for funds held under the Resolution from being issued or held in book -entry form on the books of the
Department of the Treasury of the United States.
JOP,946273;3)
BOND INSURANCE
ITO BE PROVIDED)
DEBT SERVICE REQUIREMENTS
The following table shows the annual principal (including Amortization Installments) and interest
requirements for the Series 2005 Bonds, total annual debt service on the Series 2005 Bonds, total aggregate debt
service on the 2004 Bonds, and aggregate debt service on all such debt.
Series 2005 Bonds
Aggregate
Total
Non -Ad Valorem
Year Ending Total
Debt Service
Revenues
(Q�Lo�berl Principal* Interest Debt Service
2004 Bonds
Debt Service
2005
2006
$ 694,695.00
2007
690,070.00
2008
692,082-50
2009
692,957.00
2010
692,645.00
2011
692,795-00
2012
689,595.00
2013
691,065.00
2014
691,190.00
2015
694,910�00
2016
692,430.00
2017
693,430.00
2018
693,630.00
2019
692,515.00
2020
695,045.00
2021
691,245.00
2022
690,725.00
2023
693,500,00
2024
694,925.00
2025
2026
2027
2028
2029
2030
Total
The above total does not include the debt service on capital leases the City has entered into which also are secured
by Non -Ad Valorem Revenues budgeted and appropriated by the City. See "OTHER OBLIGATIONS PAYABLE
FROM NON -AD VALOREM REVENUES."
fOR946273;3) 9
I]-
OTHER OBLIGATIONS PAYABLE FROM NON -AD VALOREM REVENUES
The City has debt issues outstanding which are secured by and payable from specific Non -Ad Valorem
Revenues. In addition to the 2004 Bonds, the City also has entered into certain capital leases which are secured by a
covenant to budget and appropriate Non -Ad Valorem Revenues, which is the same source of security as for the
Series 2005 Bonds. The City's outstanding indebtedness secured by specific Non -Ad Valorem Revenues or a
covenant to budget and appropriate from Non -Ad Valorem Revenue is summarized below:
Principal
Amount Maximum
Outstanding Final Annual
Descriptio Source of Securit as of 9/30/05 Maturit Debt Service
Sales Tax Revenue Local Goverrinient Half Cent Sales Tax $6,875,000 4/1/19 $697,793
Bonds, Series 1999
Sales Tax Revenue Local Government Half Cent Sales Tax $12,070,000 4/11/22 $1,055,340
Bonds, Series 2002
Capital Leases Covenant to Budget and Appropriate $1,327,638 (1/30/081 $194,898
from Non -Ad Valorem Funds
Source: City Finance Department
The City also has two (2) series of outstanding general obligation debt maturing in 2007 and 2017,
respectively, secured by ad valorem taxes and outstanding in the aggregate principal amount of [$4,352,901 as of
September 30, 20041, and two (2) series of water and sewer bonds with the last maturity in 2011 outstanding in the
aggregate principal amount of [$12,585,0001 as of September 30, 2005 payable from water and sewer revenues. For
additional information regarding the outstanding debt of the City, please refer to Appendix C hereto,
FUTURE FINANCING PLANS
The City currently has no plans to issue long term debt secured by the City's covenant to budget and
appropriate Non -Ad Valorem Revenues other than the Series 2005 Bonds.
The City may undertake additional financings in the future secured by Non -Ad Valorem Revenues
budgeted and appropriated by the City or secured by a pledge of specific Non -Ad Valorem Revenues. The City
intends to incur approximately $ 10 million of debt to finance improvements to the City's water and sewer system in
the first half of 2006. This debt will be payable from and secured by a lien on water and sewer revenues. Any
future obligations which are secured by a pledge of specific Non -Ad Valorem Revenues will, as to the pledged
Non -Ad Valorem Revenues, have priority over the City's covenant to budget and appropriate Non -Ad Valorem
Revenues for the payment of debt service on the Series 2005 Bonds. Any such additional debt or obligation secured
by or payable solely from Pledgable Non -Ad Valorem Revenues must, as a condition precedent to issuance, comply
with the provisions of the Resolution, see "SECURITY FOR THE SERIES 2005 BONDS — Anti -Dilution" herein
and Appendix B hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
�OR946273-13) 10
ESTIMATED SOURCES AND USES OF FUNDS
Sources of Funds:
Principal Amount of Series 2005 Bonds
Less/Plus Net Original Issue Discount/Prernium
Total Estimated Sources of Funds
Uses of Funds:
Deposit to Construction Fund for Project
Costs of Issuance(])
Total Estimated Uses of Funds
Includes costs of issuance including underwriter's discount, legal fees and expenses, and other fees and
expenses including the municipal bond insurance and Reserve Policy premiums associated with the issuance of
the Series 2005 Bonds.
THE CITY
The City of Tamarac, Florida (the "City") located in BToward County, Florida, had an estimated 2004
population of 57,726. The City was incorporated in 1963 and operates under its own charter. The governing body
of the City consists of a five member commission of which four members are elected by district, and a mayor is
elected at large. The City provides a full range of municipal services, including police and fire protection, highways
and streets, planning, zoning, parks, recreation, water, sewer, sanitation and general administrative services.
For additional information concerning the City see Appendices A and C hereto.
GENERAL INFORMATION REGARDING NON -AD VALOREM REVENUES
General
The City generally receives two primary sources of revenue. These are ad valorem tax revenues and non -ad
valorem revenues. The Resolution excludes from the Non -Ad Valorem Revenues the revenues of any enterprise
fund of the City. Ad valorem tax revenues may not be pledged for the payment of debt obligations of the City
without approval of the electorate of the City.
The City is permitted by the Constitution of the State of Florida to levy ad valorem taxes at a rate of up to
$10 per $1,000 of assessed valuation for general governmental services (other than the payment of principal and
interest on general obligation long-term debt). The general fund tax rate to finance general governmental services
(other than the payment of principal and interest on general obligation long-term debt) for the year ended September
30, 2005 was $5.999 per $1,000. Such rate for the period ending September 30, 2006 is $6.2499 per $1,000.
The table below, which has been prepared by the City and derived from the City audit for each of the
indicated years, lists historical revenues and expenditures of the City within the City's General Fund and changes in
the General Fund balance for each of the indicated years. Certain of the listed revenues are not legally available to
pay debt services on the Series 2005 Bonds. The City may not be compelled to apply ad valorem tax revenues to
pay debt service on the Series 2005 Bonds. In addition to the General Fund, the City maintains several proprietary
funds, which proprietary funds are at least in part supported by fees and charges. Some of the proprietary funds are
legally available to pay debt service on the Series 2005 Bonds, Certain of the legally available non -ad valorem
revenues have heretofore or may hereinafter be specifically pledged to secure revenue bonds issued by the City,
Such bonds are and/or will be payable from such specific non -ad valorem revenue source prior to payment by the
City of any debt service on the Series 2005 Bonds. See "OTHER OBLIGATIONS PAYABLE FROM NON -AD
VALOREM REVENUES," Amounts in particular categories of legally available non -ad valorem revenues may
increase or decrease in the future, or certain categories may cease to exist altogether, and new sources may occur
JOR946273;31 11
from time to time. The Resolution defines Non -Ad Valorem Revenues as only being available after provision has
been made by the City for payment of the Cost of Essential Services. For additional information regarding the City's
financial situation, please refer to APPENDIX C hereto.
STATEMENT OF REVENUES, EXPENDITURES
AND CHANGES IN GENERAL FUND BALANCE
GOVERNMENTALFUNDS
FOR FISCAL YEARS ENDED SEPTEMBER
30,2002 THROUGH 2005
2002
2003
2004
Revenues:
Taxes and franchise fees
$18,630,825
$20,050,315
$22,174,431
Charges for services
1,304,794
1,579,033
1,809,983
Payment in lieu of taxes
550,230
561,207
572,979
Intergovernmental
4,737,572
4,950,911
5,398,434
Licenses and permits
1,792,720
1,862,250
1,974,976
Fines and forfeitures
500,849
526,531
563,373
Investment income
358,812
240,443
243,603
Donations from private resources
-
-
-
Miscellaneous
3,772,308
3,974,237
5,143,791
Special assessments
-
-
-
Total revenues
31,648,110
33,744,927
37,881,570
Expenditures:
Current:
General government
7,369,950
8,880,895
8,974,900
Public safety
8,759,892
9,412,111
10,206,373
Transportation
1,167,905
1,137,935
1,299,004
Culturehecreation
2,945,961
3,097,931
3,438,061
Physical environment
1,619,105
1,815,299
1,994,404
Economic environment
286,512
145,621
145,970
Human services
243,726
222,214
228,392
Debt service:
Principal retirement
21,231
-
249,096
Interest and fiscal charges
1,004
-
44,299
Capital outlay:
General government
-
-
335,871
Public safety
-
-
Transportation
-
-
2363574
Culture and recreation
-
-
151-276
Total expenditures
22,415,286
24,712,006
27,304,220
Excess (deficiency) of revenues
over (under) expenditures
9,232,824
9.,032,921
10,577,350
Other financing sources (uses):
Transfers in
242,156
244,410
1,677,780
Transfers out
(6_01 7,5 8 5)
(8,532,801)
fS 7-69,15 1)
Proceeds from bond issuance
-
Total other financing sources (uses)
(5,775,429)
(8,288,391)
(7,091,371)
Net change in fund balances
3,457,395
744,530
3,485,979
Fund balances - beginning
6,023,455.
9,480,850
10,225,380
Fund balances - ending
$-I-Q,225,380
$13,711,352
JOR946273;3) 12
Pursuant to the Resolution the City has covenanted not to issue Or incur debt or obligations which are
secured by and/or payable solely from Pledgable Non -Ad Valorem Revenues unless the City prior to such issuance
or incurrence delivers a certificate to the Insurer certifying that ceilain financial ratios have been complied with. See
"SECURITY FOR THE SERIES 2005 BONDS — Anti -Dilution" herein. The information in the following table
indicates the coverage provided by Non -Ad Valorem Revenues (average of actual receipts for the City 's Fiscal
Years 2003 and 2004) of maximum annual debt service on the debt of the City secured by a payable from such
Pledgable Non -Ad Valorem Revenues.
Average Pledgable Non -Ad Valorem Revenues $22,468,689
Maximum Annual Debt Service on Non -Ad Valorem Revenue Deb0)* $4,236,897
Coverage 5.30x
Cl) City's Sales Tax Revenue Bonds, Series 1999 and Sales Tax Revenue Bonds, Series 2002, City Outstanding
Capital Leases, 2004 Bonds and Series 2005 Bonds.
Maximum Annual Debt Service on the Series 2005 Bonds has been estimated at $1,529,496.
The information in the following table indicates how the City would have complied with, for its fiscal year
ended September 30, 2004, the second financial ratio that the City inust comply with prior to the issuance or
incurrence of debt or obligations secured by or payable solely from Pledgable Non -Ad Valorem Revenues.
Pledgable Non -Ad Valorem Revenues $23,925,509
Non -Enterprise Fund Revenues $37,881,570
Costs of Essential Services $19,181,273
Maximum Annual Debt Service Secured by a lien on Pledgable $1,753,403
Non -Ad Valorem Revenues
Maximum Annual Covenant Debt Service $2,483,494*
*Estimated Maximum Annual Debt Service on Series 2005 Bonds is $1,529,496
[$23,925,509 — (($23,925,509 , $37,881,570) x $19,181,273)) - $1,753,403 = $10,057,462
$10,057A 4,05
2,483,494
The ability of the City to appropriate Non -Ad Valorem Revenues in sufficient amounts to pay the
principal of and the interest on the Series 2005 Bonds is subject to a variety of factors, including the
responsibility to provide essential governmental services, and the obligation of the City to have a balanced
budget. No representation is being made by the City that any particular Non -Ad Valorem Revenue sources
will be available for future years, or if available, will be budgeted to pay debt service on the Series 2005
Bonds. For further information regarding Non -Ad Valorem Revenues and liabilities and expenditures of the
City, reference is made to Appendix C attached hereto.
Continued consistent receipt of Non -Ad Valorem Revenues is dependent upon a variety of factors,
including formulas specified under Florida law for the distribution of certain of such funds which take into
consideration the ratio of residents in the City to total County residents. More rapid population growth in the
unincorporated areas of Broward County or in other incorporated areas in Broward County as compared to
population growth within the City limits could have an adverse effect on certain Non -Ad Valorem Revenues of the
City. The amounts and availability of any of the Non -Ad Valorem Revenues to the City are also subject to change,
including reduction or elimination by change of State law or changes in the facts or circumstances according to
which certain of the Non -Ad Valorem Revenues are allocated. In addition, the amount of certain of the Non -Ad
Valorem Revenues collected by the City is directly related to the general economy of the City, Accordingly, adverse
economic conditions could have a material adverse effect on the amount of Non -Ad Valorem Revenues collected by
fOR946273;31 13
the City. The City may also pledge certain of the Non -Ad Valorem Revenues to future obligations that it issues.
Such Non -Ad Valorem Revenues would be required to be applied to such obligations prior to paying the principal of
and interest on the Series 2005 Bonds.
I FLORIDA CONSTITUTIONAL AMENDMENTS
General
The Series 2005 Bonds are secured by the City's covenant to budget and appropriate Non -Ad Valorem
Revenues as described herein, and are not payable from ad valorem taxation, However, the ability of the City to pay
the Series 2005 Bonds is subject to a variety of factors, including the obligations of the City to provide
governmental services and the provisions of Florida law which require the City to have a balanced budget.
Although the Series 2005 Bonds are not payable from ad valorem taxation, approximately 37% of general
fund revenues for the City's fiscal year ended September 30, 2004 come from ad valorem taxes. To the extent that
the future collection of ad valorem tax revenues or Non -Ad Valorem Revenues is adversely affected, a larger portion
of Non -Ad Valorem Revenues would be required to balance the budget and provide governmental services.
Save Our Homes Amendment
In 1992, the voters of the State of Florida amended Article VII, Section 4 of the Florida Constitution to
modify the manner in which homesteads are assessed for purposes of ad valorem taxation. The amendment provides
that, in each year, the change in assessments will not exceed the lower of (i) three percent (3 %) of the assessment
for the prior year, or (ii) the percentage change in the Consumer Price Index. Such amendment also provides that
after any change in ownership, as provided by general law, homestead property shall be assessed at just value as of
January I of the following year and that new homestead property shall be assessed at just value as of January I of
the year following the establishment of the homestead.
I The effective date of the Save Our Homes Amendment was January 15, 1993, and the base year for
determining compliance with the restrictions is 1994. The 1995 tax roll year was the first year such limitations were
effective.
Limitation on State Revenues Amendment
As part of the November 8, 1994 general election, Florida voters approved an amendment to Article VII,
Section I(e) of the Florida Constitution, which is commonly referred to as the "Limitation on State Revenues
Amendment." This amendment provides that state revenues collected for any fiscal year shall be limited to state
revenues allowed under the amendment for the prior fiscal year plus an adjustment for growth. Growth is defined as
an amount equal to the average annual rate of growth in Florida personal income over the most recent twenty
quarters times the state revenues allowed under the amendment for the piior fiscal year. State revenues collected for
any fiscal year in excess of this limitation are required to be transferred to the budget stabilization fund until the
fund reaches ten percent (10%) of the General Revenue Fund, and thereafter is required to be refunded to taxpayers
as provided by general law. The limitation on state revenues imposed by the amendment may be increased by the
Legislature by a two-thirds vote in each house,
The term "state revenues", as used in the amendment, means tayes, fees, licenses, and charges for services
imposed by the Legislature on individuals, businesses, or agencies outside state government. However, the term
11state revenues" does not include: (1) revenues that are necessary to meet the requirements set forth in documents
authorizing the issuance of bonds by the State; (2) revenues that are used to provide matching funds for the federal
Medicaid program with the exception of the revenues used to support the Public Medical Assistance Trust Fund or
its successor program and with the exception of State matching funds used to fund elective expansion made after
July 1, 1994; (3) proceeds from the State lottery return as prizes; (4) receipts of the Florida Hurricane Catastrophe
Fund; (5) balances carried forward from prior fiscal years; (6) taxes, licenses, fees and charges for services imposed
by local, regional, or school district governing bodies, or (7) revenue from taxes, licenses, fees and charges for
services required to be imposed by any amendment or revision to the Florida Constitution after July 1, 1994. The
amendment took effect on January 1, 1995, and was to first be applicable to State fiscal year 1995-1996.
JOR94627313) 14
To the extent that Non -Ad Valorem Revenues include revenues from the State which are subject to, and
limited by, the amendment, the future distribution of increases in such State revenues to the City may be adversely
affected by the amendment.
Effect of Hurricanes
On October 24, 2005, the City was impacted by Hurricane Wilma. The City is unaware of any significant
damage to City owned assets as a result of such hurricane that is not covered by insurance. The City believes there
will be no adverse effect on the amount or timing of its receipt of non -ad valorem revenues due to such hurricane.
LITIGATION
There is no pending litigation restraining or enjoining the issuance or delivery of the Series 2005 Bonds or
questioning or affecting the validity of the Series 2005 Bonds or the proceedings and authority under which they are
to be issued. Neither the creation, organization or existence of the City, nor the title of the present City Conunission
members or other officials of the City to their respective offices is being contested. There is no litigation pending
which in any manner questions the right of the City to issue the Series 2005 Bonds in accordance with the provisions
of the Resolution and the laws of the State of Florida or to receive and pledge the Non -Ad Valorem Revenues as
provided in the Resolution.
On March 1, 2005, the City received an order from the Circuit Court of Broward County to refund to the
residents of the City a special assessment levied by the City for the years 1997 through 1999 for emergency medial
transport in the amount of $3,717,360 and to pay the costs of the plaintiffs attorney. The City has recorded as a
special itern a loss contingency accrual for the total amount of the refund. The City has appealed this order. For
additional information concerning this litigation please refer to Note 13 in APPENDIX C hereto.
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 2005 Bonds and the issuance thereof by the City
are subject to the approval of Bryant Miller & Olive P.A., Orlando, Florida, Bond Counsel, whose approving
opinion will be available at the time of delivery of the Series 2005 Bonds. Certain legal matters will be passed upon
for the City by Goren, Cherof, Doody & Ezrol, P.A., City Attorney, and by Akerman, Senterfitt, Orlando, Florida,
Disclosure Counsel.
The proposed text of the opinion of Bond Counsel is set forth as "APPENDIX E - Form of Opinion of
Bond Counsel" attached hereto. The actual legal opinion to be delivered may vary from that text if necessary to
reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution
of it by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel has
reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequerit to its date.
Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy, completeness or
sufficiency of this Official Statement or any other offering material relating to the Series 2005 Bonds; provided,
however, that Bond Counsel will render an opinion to the underwriter of the Series 2005 Bonds relating to the
accuracy of certain statements contained herein and under the heading "TAX MATTERS" and certain statements
which summarize provisions of the Resolution and the Series 2005 Bonds, Or (2) the compliance with any federal or
state securities law with regard to the sale or distribution of the Series 2005 Bonds. Regarding this Official
Statement, the City Attorney will render an opinion only as to the accuracy and sufficiency of the information set
forth herein regarding legal matters relating to the City.
TAX MATTERS
General
The Internal Revenue Code of 1986, as amended (the "Code") establishes certain requirements which must
be met subsequent to the issuance and delivery of the Series 2005 Bonds in order that interest on the Series 2005
Bonds will be and remain excluded from gross income for purposes of federal income taxation. Non-compliance
may cause interest on the Series 2005 Bonds to be included in federal gross income retroactive to the date of
JOR94627313) 15
issuance of the Series 2005 Bonds, regardless of the date on which such non-compliance occurs or is ascertained.
These requirements include, but are not limited to, provisions which prescribe yield and other limits within which
the proceeds of the Series 2005 Bonds and the other amounts are to be invested and require that certain investment
earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The
City has covenanted in the Resolution to comply with such requirements in order to maintain the exclusion from
gross income for purposes of federal income taxation of the interest on the Series 2005 Bonds.
In the opinion of Bond Counsel, assuming compliance with the aforementioned covenants, under existing
statutes, regulations and judicial decisions, interest on the Series 2005 Bonds is excluded from gross income for
purposes of federal income taxation and interest on the Series 2005 Bonds is not an itern of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations. However, interest on the
Series 2005 Bonds may be subject to the alternative minimum tax when any Series 2005 Bond is held by a
corporation. The alternative rninimum taxable income of a corporation must be increased by 75% of the excess of
such corporation's adjusted current earnings over its alternative minimum taxable income (before this adjustment
and the alternative tax net operating loss deduction). "Adjusted current earnings" will include interest on the Series
2005 Bonds, In the opinion of Bond Counsel, the Series 2005 Bonds are, under existing laws and regulations, also
exempt from intangible taxes imposed pursuant to Chapter 199, Florida Statutes.
Except as described above, Bond Counsel expresses no opinion regarding other federal tax consequences
resulting from ownership of, receipt or accrual of interest on, or disposition of the Series 2005 Bonds. Prospective
purchasers of the Series 2005 Bonds should be aware that (i) with respect to insurance companies subject to the tax
imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15% of the
sum of certain items, including interest on the Series 2005 Bonds; (ii) interest on the Series 2005 Bonds earned by
certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by
Section 884 of the Code; (iii ) passive investments income, including interest on the Series 2005 Bonds, may be
subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that have
Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of such
Subchapter S corporations is passive investment income; and (iv) Section 86 of the Code requires recipients of
certain Social Security and certain Railroad Retirement benefits to take into account, in de . termining the taxability of
such benefits, receipts or accruals of interest on the Series 2005 Bonds. Other provisions of the Code may give rise
to adverse federal income tax consequences to particular Series 2005 Bondholders. Holders of the Series 2005
Bonds should consult their own tax advisors with respect to the tax consequences to them of owning the Series 2005
Bonds.
During recent years legislative proposals have been introduced in Congress, and in some cases enacted, that
altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series
2005 Bonds. In some cases these proposals have contained provisions that altered these consequences on a
retroactive basis. Such alterations of federal tax consequences may have affected the market value of obligations
similar to the Series 2005 Bonds. From time to time, legislative proposals are pending which could have an effect
on both the federal tax consequences resulting from ownership of the Series 2005 Bonds and their market value, No
assurance can be given that additional legislative proposals will not be introduced or enacted that would or might
apply to, or have an adverse effect upon, the Series 2005 Bonds.
Tax Treatment of Original Issue Discount
Under the Code, the difference between the maturity amounts of the Series 2005 Bonds maturing on
October I in the years _, - and, - (collectively, the "Discount Bonds"), and the initial offering price
to the public, (excluding bond houses, brokers or similar persons or organizations acting in the capacity of
underwriters or wholesalers) at which price a substantial amount of the Series 2005 Bonds of the same maturity was
sold is "original issue discount." Original issue discount will accrue over the term of such Discount Bonds at a
constant interest rate compounded periodically. A purchaser who acquires such Discount Bonds in the initial
offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of
interest excludable from gross income for Federal income tax purposes equal to the original issue discount accruing
during the period he or she holds such Discount Bonds, and will increase his or her adjusted basis in such Discount
Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other
disposition of such Discount Bonds. The Federal income tax consequences of the purchase, ownership and
redemption, sale or other disposition of the Discount Bonds which are not purchased in the initial offering at the
(OR94627313 � 16
initial offering price may be determined according to rules which differ from those above. Owners of such Discount
Bonds should consult their own tax advisors with respect to the precise determination for Federal income tax
purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with respect to
the state and local tax consequences of owning and disposing of such Discount Bonds.
Tax Treatment of Bond Premium
The difference between the principal amount of the Series 2005 Bonds maturing in years through
(collectively, the "Pren-durn Bonds") and the initial offering price to the public (excluding bond houses,
brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a
substantial amount of such Premium Bonds of the same maturity was sold constitutes to an initial purchaser
amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The
amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis
over the term of each of the Premium Bonds which term ends on the earlier of the maturity or call date for each of
the Premium Bonds which minimizes the yield on said Premium Bonds to the purchaser. For purposes of
determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such
obligation in the initial offering to the public at the initial offering price is required to decrease such purchaser's
adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year.
The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for
purposes of determining various other tax consequences of owning such Bonds. Owners of the Premium Bonds are
advised that they should consult with their own advisors with respect to the state and local tax consequences of
owning such Premium Bonds.
UNDERWRITING
The under,,witer of the Series 2005 Bonds is RBC Dain Rauscher Inc. doing business under the trade name
RBC Capital Markets, (the "Underwriter") has agreed, subject to certain conditions, to purchase the Series 2005
Bonds from the City at a purchase price of $ ($ original par amount, less Underwriter's
discount of $ and less net original issue discount of ). The Underwriter's obligation is
subject to certain conditions precedent, and it will be obligated to purchase all of the Series 2005 Bonds if any Series
2005 Bonds are purchased. The Series 2005 Bonds may be offered and sold to certain dealers (including dealers
depositing such Series 2005 Bonds into investment trusts) at prices lower than the public offering price, and such
public offering prices may be changed from time to time by the Underwriter.
The Underwriter has provided the following sentence for inclusion in this Official Statement. The
Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
INVESTMENT POLICY
The City investment policy applies to all the funds held by the City, with the exception of Pension Fund
assets and Funds whose uses are restricted by debt covenants, prior contracts, legal, regulatory or other constraints.
The authority to manage the City's investment program is granted to the City Manager, responsibility for operation
is delegated to the Director of Financial Services.
Permitted investments of the City funds pursuant to the City investment policy include the following:
The Florida Local Government Surplus Trust Fund (administered by the State Board of
Administration and commonly referred to as the "SBA").
2. Direct obligations of the U.S. Government which include but are not limited to Treasury Bills,
Treasury Notes, Treasury Bonds and Treasury Strips.
Obligations guaranteed by the U.S. Government as to principal and interest which include, but are
not limited to, Government National Mortgage Association (GNMA), Farmers Home
Administration (FmHA), Small Business Administration (SBA), General Services Administration
(OR94627313) 17
(GSA), Federal Housing Administration (FHA), Housing and Urban Development (HUD),
Tennessee Valley Authority (TVA).
4. Time deposits and savings accounts in banks and savings and loan associations, under the laws of
Florida and the United States, doing business in and situated in -state and collateralized as provided
for by Florida Statutes Chapter 280.
5. Securities issued and guaranteed by a federally sponsored corporation which are backed by, or the
entity is capable of borrowing from, the U.S. Treasury. These securities carry the "implied
guarantee" of the U.S. Government and include the Federal Farm Credit Banks (FFCB), Federal
Home Loan Bank Mortgage Corporation (FHLMC) (participation certificates), Federal National
Mortgage Association (FNMA), Federal Home Loan Bank (FHLB) or its banks.
6. Commercial Paper of any United States corporation provided such notes have a rating of A I/P I by
at least two of the five rating agencies.
7. Bankers Acceptance eligible for purchase by the Federal Reserve System issued by banks having a
Moody's or Standard and Poor's commercial paper rating of at least A UP I �
S. Securities and Exchange Comrriission registered money market funds shares that are open-ended,
no-load funds registered under the Federal Investment Company Act of 1940 Rule 2a-7 - Money
Markeffunds,
The City may revise the aforementioned investment policy from time to time. The City is currently
reviewing a revision to the investment policy that would permit capital project funds, debt service and debt service
reserve funds to be invested in repurchase agreements or forward delivery agreements with any financial institution
or entity, government securities dealer, insurance company, financial corporation or similar organization (a
"Provider") whose unsecured debt is rated, or with a wholly -owned subsidiary Provider whose obligations are
guaranteed, not less than "A- 1 " by S&P and "P- I " by Moody's and investment agreements with a Provider, which
has an unsecured, uninsured and unguaranteed credit rating/or claims -paying ability rating or whose obligations are
guaranteed by a parent corporation or holding company which has an unsecured, uninsured and unguaranteed credit
rating of "AA" or better by S&P or "Aa3" by Moody's.
Amounts on deposit in the various funds and accounts created pursuant to the Resolution will be invested
as provided in the Resolution; see Appendix B hereto and "SECURITY FOR THE SERIES 2005 BONDS
Investments" herein.
RATINGS
Moody's Investors Service, Inc. ("Moody's"), Fitch, Inc. ("Fitch") and Standard and Poor's, a division of the
McGraw Hill Companies, Inc. ("S&P") are expected to assign ratings of "Aaa" "AAA" and "AAA", respectively, to
the Series 2005 Bonds, with the understanding that, upon delivery of the Series 2005 Bonds a municipal bond new
issue insurance policy will be issued by . Moody's has assigned an underlying rating of A2 and
Fitch has assigned an underlying rating of A+ and S&P has assigned an underlying rating of A+ to the Series 2005
Bonds if the Series 2005 Bonds were to be issued without credit enhancement. Such ratings reflect only the views
of such organizations and any desired explanation of the significance of such ratings should be obtained from the
rating agency furnishing the same. Generally, a rating agency bases its rating on the information and materials
furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will
continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the
rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Any such downward revision
or withdrawal of such ratings may have an adverse effect on the market price of the Series 2005 Bonds.
FINANCIAL STATEMENTS
Excerpts from the City's Comprehensive Annual Financial Report for its fiscal year ended September 30,
2004 appear in APPENDIX C hereto. Certain of the information contained in APPENDIX C has been audited by
Grau & Co., P.A., Miami, Florida (the "Independent Auditor") as stated in their report included as part of
JOR94627313) 18
APPENDIX C hereto. Such financial statements are being included as a publicly available document and consent of
the auditors to their inclusion herein was not obtained.
CONTINUING DISCLOSURE
The City has agreed and undertaken for the benefit of Series 2005 Bondholders and in order to assist the
Underwriter in complying with the continuing disclosure requirements of Securities and Exchange Commission
("S.E.C.") Rule l5c2-12 (the "Rule"), to provide certain financial information and operating data relating to the City,
the Acquired System and the Series 2005 Bonds in each year (the "Annual Report"), and to provide notices of the
occurrence of certain enumerated events, if material. Such undertaking shall only apply so long as the Series 2005
Bonds remain outstanding under the Resolution, In order to provide continuing disclosure with respect to the Series
2005 Bonds in accordance with the Rule, the City will enter into a Disclosure Dissemination Agent Agreement
("Continuing Disclosure Agreement") for the benefit of the Holders of the Series 2005 Bonds with Digital
Assurance Certification, L.L.C. ("DAC"), under which the City will designate DAC as Disclosure Dissemination
Agent. The specific nature of the information to be contained in the Annual Report and the notices of material
events are described in APPENDIX F hereto.
With respect to the Series 2005 Bonds, no party other than the City is obligated to provide, nor is expected
to provide, any continuing disclosure information with respect to the aforementioned Rule. The City has never
failed to timely comply with an undertaking pursuant to the provisions of the Rule.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 5 17.05 1, Florida Statutes, no person may directly or indirectly offer or sell securities of
the City except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on
its obligations since December 31, 1975, as provided by rule of the Florida Department of Banking and Finance (the
"Department"). Pursuant to Rule 3E-4003, Florida Administrative Code, the Department has required the disclosure
of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or
receiver has been appointed over the assets of the City, and certain additional financial information, unless the City
believes in good faith that such information would not be considered material by a reasonable investor. The City is
not and has not been in default on any bond issued since December 31, 1975 which would be considered material by
a reasonable investor in the Series 2005 Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2005 Bonds upon an event of default under the
Resolution and any policy of bond insurance referred to herein are in many respects dependent upon judicial actions
which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial
decisions, the remedies specified by the federal bankruptcy code, the Resolution, the Series 2005 Bonds and any
policy of bond insurance referred to herein may not be readily available or may be limited. The various legal
opinions to be delivered concurrently with the delivery of the Series 2005 Bonds (including Bond Counsel's
approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal
instruments, by limitations imp`6"sed by banknip'tcy, reorganization, insolvency or other similar laws affecting the
rights of creditors enacted before or after such delivery.
FINANCIAL ADVISOR
Kirkpatrick, Pettis', a Division'of D.A. Davidson & Co. Fixed Income Capital Markets, Orlando, Florida, is
serving as Financial Advisor to the City with respect to the issuance and sale of the Series 2005 Bonds.
CONTINGENT FEES
The City has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with respect to
authorization, sale, execution and delivery of the Series 2005 Bonds. Payment of certain of the fees of such
professionals and a discount to the Underwriter are each contingent upon the issuance of the Series 2005 Bonds.
I
(OR94627313) 19
FORWARD -LOOKING STATEMENTS
This Official Statement contains certain "forward -looking statements" concerning the City's operations,
performance and financial condition, including future economic performance, plans and objectives and the
likelihood of success in developing and expanding, These statements are based upon a number of assumptions and
estimates which are subject to significant uncertainties, many of which are beyond the control of the City. The
words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar
expressions are meant to identify these forward -looking statements. Actual results may differ materially from those
expressed or implied by these forward -looking statements.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not
so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed
as a representation by the City or the Underwriter. The information and expressions of opinion herein are subject to
change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create,
under any circumstances, any implication that there has been no change in the affairs of the City from the date
hereof
This Official Statement is submitted in connection with the sale of the securities referred to herein and may
not be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement
involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of
fact. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers
or the Holders of any of the Series 2005 Bonds.
CERTIFICATE AS TO OFFICIAL STATEMENT
Concurrently with the delivery of the Series 2005 Bonds, the City will furnish a certificate of authorized
officers of the City substantially to the effect that, to the best of their knowledge, this Official Statement (subject to
normal exceptions) as of its date and as of the date of the delivery of the Series 2005 Bonds, does not contain an
untrue statement of a material fact and does not omit any material fact which should be included therein for the
purpose for which the Official Statement is to be used, or which is necessary to make the statements contained
therein, in light of the circumstances under which they were made, not misleading,
CITY OF TAMARAC, FLORIDA
By:
Miber, Mayor
Je Schreiber, Mayor
By: ( . /;7e,11,,,
Jefft4t Miffer, City Manager
fOR946273;3) 20
APPENDIX A
City of Tamarac, Florida General Information.
{OR94627313 )
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(OR946273;3 )
APPENDIX B
The Resolution
APPENDIX C
Basic Financial Statements and Independent Auditors' Report
for the Fiscal Year Ended September 30, 2004
QR946273;3 )
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f OR946273;3 )
APPENDIX D
Specimen Financial Guaranty Insurance Policy
APPENDIX E
Form of Opinion of Bond Counsel
{ OR946273;3 }
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{OR94627313 }
APPENDIX F
Form of Continuing Disclosure Agreement
CERTIFICATE AS TO PUBLIC MEETINGS
AND NO CONFLICT OF INTEREST
STATE OF FLORIDA:
COUNTY OF BROWARD:
Each of the undersigned members of the Commission of the City of Tamarac, Florida
(the "Issuer"), recognizing that the purchasers of the not to exceed $15,000,000 City of Tamarac,
Florida Capital Improvement Revenue Bonds, Series 2005 will have purchased said Bonds in
reliance upon fl-ds Certificate, DOES HEREBY CERTIFY:
(1) that he or she has no personal knowledge that any two or more members of the
Commission meeting together, reached any prior conclusion as to whether the actions taken by
the Commission with respect to said Bonds, the security therefor and the application of the
proceeds thereof, should or should not be taken by the Commission or should or should not be
recommended as an action to be taken or not to be taken by the Commission, except at public
meetings of the Commission held after due notice to the public was given in the ordinary
manner required by law and custom of the Commission, and
(2) that he or she does not have or hold any employment or contractual relationship
with any business entity which is purchasing the Bonds from the Issuer.
IN WITNESS WHEREOF, we have hereunto affixed our official signatures this 23rd day
of November, 2005.
Avg ---A�AML
[441N2ZfflM%V,D0CvU
A481A
COMMITMENT TO ISSUE A
FINANCIAL GUARANTY INSURANCE POLICY
Application No.: 2005-010399-001
Sale Date: November, 2005 (T)
Program Type: Negotiated DP
Re: $15,000,000 (Est.) City of Tamarac, Florida, Capital Improvement Revenue Bonds,
Series 2005 (the "Obligations")
This commitment to issue a financial guaranty insurance policy (the "Commitment")
dated November 17, 2005, constitutes an agreement between CITY OF TAMARAC, FLORIDA
(the "Applicant") and MBIA Insurance Corporation (the "Insurer"), a stock insurance company
incorporated under the laws of the State of New York.
Based on an approved application dated November 16, 2005, the Insurer agrees, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (ii) on the date of delivery of and payment for the Obligations, a financial guaranty insurance
policy (the "Policy") for the Obligations, insuring the payment of principal of and interest on the
Obligations when due. The issuance of the Policy shall be subject to the following terms and
conditions:
I - Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date
of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
.435% of total debt service, premium rounded to the nearest thousand. The premium set out in
this paragraph shall be the total premium required to be paid on the Policy issued pursuant to
this Commitment.
2. The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3. There shall have been no material adverse change in the Obligations or the
Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance
of the Obligations or in the final official statement or other similar document, including the
financial statements included therein.
4. There shall have been no material adverse change in any information submitted to
the Insurer as a part of the application or subsequently submitted to be a part of the application
to the Insurer.
5. No event shall have occurred which would allow any underwriter or any other
purchaser of the Obligations not to be required to purchase the Obligations at closing,
6. A Statement of Insurance satisfactory to the Insurer shall be printed on the
Obligations.
7. Prior to the delivery of and payment for the Obligations, none of the information or
documents submitted as a part of the application to the Insurer shall be determined to contain
any untrue or misleading statement of a material fact or fail to state a material fact required to
be stated therein or necessary in order to make the statements contained therein not misleading.
A0181A
8. No material adverse change affecting any security for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations.
9. The Insurer's "Payments Under the Policy/Other Required Provisions" (see
attached) shall be included in the authorizing document.
10. The Applicant agrees not to use the Insurer's name in any public document
including, without limitation, a press release or presentation, announcement or forum without the
Insurer's prior consent; provided however, such prohibition on the use of the Insurer's name shall
not relate to the use of the Insurer's standard approved form of disclosure in public documents
issued in connection with the current Obligations to be issued in accordance with the terms of the
Commitment; and provided further such prohibition shall not apply to the use of the Insurer's
name in order to comply with public notice, public meeting or public reporting requirements.
11. This Commitment may be signed in counterpart by the parties hereto.
12. Compliance with the Insurer's General Document Provisions (see attached),
13. Compliance with the Insurer's List of Permissible Investments for Indentured Funds
(see attached).
14. Acceptable anti -dilution test.
Dated this 17th day of November, 2005.
MBIA Ins Corpor4iio'
B y
Assistant Secretary
CITY OF TAMARAC, FLORIDA
By:
Title:
A0181A
GENERAL DOCUMENT PROVISIONS
A. Notice to the Insure The basic legal documents must provide that any notices required to be given
by any party should also be given to the Insurer, Attn: Insured Portfolio Management.
B. Amendment - s, In the basic legal document, there are usually two methods of amendment. The first,
which typically does not require the consent of the bondholders, is for amendments which Will CUre
ambiguities, correct formal defects or add to the security of the financing. The second, in which
bondholder consent is a prerequisite, covers the rnore substantive types of amendments. For all
financings, the Insurer must be given notice of any amendments that are of the first type and the
Insurer's consent must be required for all amendments of the second type. All documents illust
contain a provision which requires copies of any amendments to such documents which are
consented to by the Insurer to be sent to Standard & Poor's.
C, Supplemental Legal Qocument, If the basic legal document provides for a Supplemental legal
document to be issued for reasons other than (1) a refunding to obtain savings; or (2) the issuance
of additional bonds pursuant to an additional bonds test, there must be a requirement that the
Insurer's consent also be obtained prior to the issuance of any additional bonds and/or execution of
such Supplemental legal document.
D. Events of Default and Remedies. All documents normally contain provisions which define the
events of default and which prescribe the remedies that may be exercised upon the occurrence of an
event of default. At a minimum, events of default will be defined as follows:
I - the issuer/obligor fails to pay principal when due;
2. the issuer/obligor fails to pay interest when due;
3. the iSSUer/obligor fails to observe any other covenant or condition of the document and such
failure continues for 30 days and
4. the iSSLier/obligor declares bankruptcy.
The Insurer, acting alone, shall have the right to direct all rernedies in the event of a default. The 111SUrer
shall be recognized as the registered owner of each bond which it insures for the purposes of exercising
all rights and privileges available to bondholders. For bonds which it insures, the Insurer shall have the
right to institute any suit, action, or proceeding at law or in equity under the sarne terms as a bondholder
in accordance with applicable provisions of the governing documents, Other than the usual redemption
provisions, any acceleration of principal payments must be subject to the Insurer's prior written consent,
E. Defeasance requires the deposit of:
I - Cash
2. U.S. Treasury Certificates, Notes and Bonds (including State and Local Government
Series -- " SLGs")
3. Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS,
TIGRS and similar securities
4. Resolution Funding Corp. (REFCORP) Only the interest component of REFCORP strips
which have been stripped by request to the Federal Reserve Bank of New York in book entry
form are acceptable.
5. Pre -refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. if however, tile
issue is only rated by S&P (i.e., there is no Moody's rating), then the pre -refunded bonds must
have been pre -refunded with cash, direct U.S. or U.S, guaranteed obligations, or AAA rated
pre -refunded municipals to satisfy this condition.
A01BIA
Obligations issued by the following agencies which are backed by the full faith and credit of
the U.S.
a. —U.S. Export-import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
d. general Services Administration
Participation certificates
e. U.S. laritime Administration
Guaranteed Title XI financing
f' e n t (H U D)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U-S. Public Housing Notes and Bonds - US. government guaranteed public housing
notes and bonds
The Insurer shall be provided with an opinion of counsel acceptable to the Insurer that the Obligations
have been legally defeased and that the escrow agreement establishing such defeasance operates to legally
defease the Obligations within the meaning of the Indenture and the Supplemental Indenture relating to
the Obligations, In addition, the Insurer will be entitled to receive (i) 15 business days notice of any
advance refunding of the Obligations and 00 an accountant's report with respect to the sufficiency of the
amounts deposited in escrow to defease the Obligations.
F. Aqents.-
I - In transactions where there is an agent/enhancer (other than the Insurer), the trustee, tender
agent (if any), and paying agent (if any) must be commercial banks with trust powers.
2. The remarketing agent must have trust powers if they are responsible for holding moneys or
receiving bonds. As an alternative, the docurnents may provide that if the remarketing agent
is removed, resigns or is unable to perform its duties, the trustee must assume the
responsibilities of remarketing agent until a substitute acceptable to the InSUrer is appointed,
A1481A
LIST OF PERMISSIBLE INVESTMENTS FOR INDENTURED FUNDS
A. Direct obligations of the United States of America (including obligations issued or held in book -entry
form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the
principal of and interest on which are unconditionally guaranteed by the United States of America,
B. Bonds, debentures, notes or other evidence of indebtedness issued Or guaranteed by any of the
following federal agencies and provided such obligations are backed by the full faith and credit of the
United States of America (stripped securities are only permitted if they have been stripped by the
agency itself).
I . ort-1
V�- . �Ex 0 �Im !®rtBanA (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. Farmers Home Administrat . (FmHA)
ion
Certificates of beneficial ownership
3. Federal Financing Bank
4. Federal Housi__ Administrati n Debentures (FHA)
5- General Services Administration
Participation certificates
6. LGio_vernment National M0119499��� (GNMA or "Ginnie Mae")
GNMA - guaranteed mortgage -backed bonds
GNMA - guaranteed pass -through obligations
(not aog�blq_far certain cash -flow se�iLsitLve issues.)
7. U�S. Maritime AdministratiAn
Guaranteed Title X1 financing
8. U , ' Department of Housing and Urban Developrnent (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes
and bonds
C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the
following non -full faith and credit U.S. government agencies (stripped securities are only permitted if
they have been stripped by the agency itself);
Fede Ll Home Loan Bank System
Senior debt obligations
2. Federal Home --- 1kA___ e Co (FHLMC or "Freddie Mae")
Participation Certificates
Senior debt obligations
Federal National NiO_��� (FNMA or "Fannie Mae")
ge
Mortgage -backed securities and senior debt obligations
R� �Iution �Fund�inCorp. (REFCORP) obligations
A0181A
Farm :rqdit_System
Consolidated systemwide bonds and notes
D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares
are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAArn-G;
AAA-m; or AA-m and if rated by Moody's rated Aaa, Aa I or Aa2.
E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such
certificates must be issued by commercial banks, savings and loan associations or mutual savings
banks. The collateral must be held by a third party and the bondholders must have a perfected first
security interest in the collateral.
F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully
insured by FDIC, including BIF and SAIF.
G- Investment Agreements, including GIC's, Forward Purchase Agreements and Reserve Fund Put
Agreements acceptable to MBIA (Investment Agreement criteria is available upon request).
H. Commercial paper rated, at the time of purchase, "Prime - I" by Moody's and "A- I" or better by
S&P.
1. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of
the two highest rating categories assigned by such agencies,
J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an
unsecured, uninsured and unguaranteed obligation rating of "Prime - V or "AY or better by
Moody's and "A- 1 11 or "A" or better by S&P.
K. Repurchase Agreements for 30 days or less must follow the following criteria. Repurchase
Agreements which exceed 30 days must be acceptable to MBIA (criteria available upon request)
Repurchase agreements provide for the transfer of securities from a dealer bank or securities firin
(seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal
entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm
will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified
date.
Repos must be between or securities firm
a. PrimaU dealers on the Federal Reserve reporting dealer list which are rated A or better by
Standard & Poor's Corporation and Moody's Investor Services, or
b. RaRh rated "A" or above by Standard & Poor's Corporation and Moody's Investor Services.
a. Securities which are acceptLble for transfer are.,
(])Direct U.S. governments, or
(2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA
& FHLMQ
b. The t
c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the
collateral) or third party acting as agent for the trustee (if the trustee is Supplying the
collateral) before/simultaneous with payment (perfection by possession of certificated
securities).
d. Valuation of Collateral
AOIBIA
(1) The securities must be valued weeklY,_D��� at current market price plus
accrued interest
(a) The value of collateral must be equal to 104% of the arnount of cash transferred by
the municipal entity to the dealer bank or security firm under the repo plus accrued
interest. If the value of securities held as collateral slips below 104% of the value of
the cash transferred by municipality, then additional cash and/or acceptable Securities
must be transferred, If, however, the securities used as collateral are FNMA or
FHLMC, then the value of collateral must equal 105%,
3. Legal
a. Repo meets guidelines under state law for legal investment of public funds,
Additional Note
0) There is no list of permitted investments for non -indentured funds, Your own credit
judgment and the relevant circumstances (e.g., amount of investment and timing of
investment) should dictate what is permissible.
(ii) Any state administered pool investment fund in which the issuer is statutorily permitted
or required to invest will be deemed a permitted investment,
(iii) DSRF investments should be valued at fair market value and marked to market at least
once per year. DSRF investments may not have maturities extending beyond 5 years,
except for Investment Agreements approved by the Insurer,
FA I I =1 K� I
COMMITMENT TO ISSUE A
DEBT SERVICE RESERVE SURETY BOND
ApplicationNo.: 2005-010399-002
Sale Date: November, 2005 (T)
Program Type: Negotiated DP
RE: $1,500,000 (Est.) Debt Service Reserve Fund for the $15,000,000 (Est,) City of Tamarac,
Florida, Capital Improvement Revenue Bonds, Series 2005 (the "Obligations")
This commitment to issue a debt service reserve surety bond (the "Commitment")
constitutes an agreement between CITY OF TAMARAC, FLORIDA (the "Applicant"), and
MBIA Insurance Corporation (the "Insurer"), a stock insurance company incorporated under the
laws of the State of New York.
Based on an approved application dated November 16, 2005, the Insurer agrees, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (ii) on the date of delivery of and payment for the Obligations, a debt service reserve surety
bond (the "Surety Bond"), for the Obligations, guaranteeing the payment to the issuer of up to
$1,500,000 (Est.) on the Obligations. The issuance of the Surety Bond shall be subject to the
following terms and conditions:
1. Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date
of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
2.0% of total Surety Bond amount, premium rounded to the nearest thousand. 'rhe premium set
out in this paragraph shall be the total premium required to be paid on the Policy issued pursuant
to this Commitment.
2. The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3, There shall have been no material adverse change in the Obligations or the
Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance
of the Obligations or in the final official statement or other similar document, including the
financial statements included therein.
4. There shall have been no material adverse change in any information submitted to
the Insurer as a part of the Application or subsequently submitted to be a part of the Application
to the Insurer,
5. No event shall have occurred which would allow any underwriter or any other
purchaser of the Obligations not to be required to purchase the Obligations at closing.
6. Prior to the delivery of and payment for the Obligations, none of the information or
documents submitted as a part of the Application to the Insurer shall be determined to contain
any untrue or misleading statement of a material fact or fail to state a material fact required to be
stated therein or necessary in order to make the statements contained therein not misleading.
7. No material adverse change affecting any security for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations.
8. This Commitment may be signed in counterpart by the parties hereto.
A14BIA
9. Compliance with the Insurer's Term Sheet for Debt Service Reserve Fund Program
(see Attachment A).
Dated this 17th day of November, 2005.
MBIA
LOW
CITY OF TAMARAC, FLORIDA
By:
Title:
(Attachment A)
TERM SHEET FOR DEBT SERVICE RESERVE FUND PROGRAM
Intri-viiic-tinn
The Insurer can, under certain circumstances, issue a debt service reserve fund surety bond
(the "Surety Bond"), to be used as a replacement for a cash funded reserve, in any amount up to
the full amount of the debt service reserve fund requirement.
'rhe Insurer requires that the issuer and/or the underlying obligor of the bonds enter into a
Financial Guaranty Agreement with the Insurer providing for, among other things, the
reimbursement to the Insurer of amounts drawn under the Surety Bond. A sample draft of such
an agreement is attached.
The Insurer will undertake its standard credit analysis of the issuer and/or obligor which
may result in requests for modifications of the structure or certain provisions of the bond
documents. These changes would be in addition to the specific changes required in all
financings where a Surety Bond will be issued (see Required Terms below).
The Surety Bond may be Structured to provide debt service reserve fund replacement for the
current issue of bonds and any other debt issued on a parity therewith, However, in all cases, the
Surety Bond will expire on the final maturity date of the current issue.
Me program criteria are subject to change by the Insurer.
General Terms
Provision should be made in the bond documents for the creation of a debt service reserve
fund and there should be a requirement to maintain that fund at a certain level. It should also be
provided that this requirement may be satisfied by cash or a qualified surety bond or a
combination of these two (Note: A "qualified surety bond" means a surety bond issued by an
insurance company rated in the highest rating category by Standard & Poor's and Moody's and,
if rated by A.M. Best & Company, must also be rated in the highest rating, category by A.M.
Best & Company).
In those instances where the issuance of parity debt will cause the debt service reserve fund
requirement to increase, the Insurer requires that at the time of issuance of such parity debt,
either cash or a qualified surety bond be provided so that the increased requirement will be
satisfied.
In any event where the debt service reserve fund contains both an the Insurer Surety Bond
and cash, the Insurer requires that the cash be drawn down completely before any demand is
made on the Surety Bond. In any event where the debt service reserve fund contains a surety
bond from another entity qnd an INSURER Surety Bond, the documents should provide for a
pro-rata draw on each of the surety bonds.
With regard to replenishment, any available monies, as defined in the Indenture or
Resolution, should be used first to reimburse the Insurer, thereby reinstating the Surety Bond,
and second to replenish the cash in the debt service reserve fund.
The rate covenant should be expanded so that, in addition to all other coverage requirements,
there are sufficient monies available to pay all amounts owed to the Insurer under the terms of
the Financial Guaranty Agreement.
If the documents provide for the issuance of additional bonds that do not share a common
reserve fund with the current issue, the Insurer can issue a surety bond that is, by its terms,
AMBIA
available only as a reserve for the current issue. In such cases, the Insurer would require a
covenant that any revenues available for debt service must be distributed between the current
issue and any additional bonds on a pro rata basis without regard to the existence of a funded
debt service reserve or a surety bond.
The bond documents should require the Trustee to deliver a Demand For Payment (see
attached form) at least three days prior to the date on which funds are required.
Required Terms
With respect to any security interest in collateral granted to the bondholders, the Insurer
should be granted that same interest subject only to that of the bondholders. This would apply to
existing security, if any, as well as any to be granted in the future.
The Insurer should receive an opinion from counsel to the issuer/obligor that the Financial
Guaranty Agreement is a legal, valid and binding obligation of the issuer/obligor and is
enforceable against the issuer/obligor in accordance with its terms.
In general terms, the "flow of funds" would be structured as follows:
All gross revenues should be paid in the following order with the priority indicated:
(1) expenses of operation and maintenance;
(2) debt service on the bonds;
(3) reimbursement of amounts advanced by the Insurer under the Surety Bond;
(4) reimbursement of cash amounts, if any, drawn from the reserve fund;
(5) replenishment of Renewal and Replacement Fund;
(6) payment to the Insurer of interest on amounts advanced under the Surety
Bond;
(7) all other lawful uses, including the debt service payment on any subordinate
bonds.
Provision must be made for the Insurer to be paid all amounts owed to it under the terms of
the Financial Guaranty Agreement or any other documents before the bond documents may be
terminated.
It will be the responsibility of the trustee/paying agent to maintain adequate records, verified
with the Insurer, as to the amount available to be drawn at any given time under the Surety Bond
and as to the amounts paid and owing to the Insurer under the terms of the Financial Guaranty
Agreement.
There may be no optional redemption of bonds or distribution of funds to the issuer and/or
the underlying obligor unless all amounts owed to the Insurer under the terms of the Financial
Guaranty Agreement or any other documents have been paid in full.
8/12/93
PAYMENTS UNDER THE POLICY/OTHER REQUIRED PROVISIONS
A. In the event that� on the second Busirims Day, and again on the Business Day, prior to the payment date on the Obligations, the Paying
AgenvTrustee has not received qufficient moneys to pay all principal of and interest on the Obligations due on the second following or following, as the case
may be, Business, Day, the Paying AgentTrustee shall immediately notify the Insurer or its designee on the same Bussinms Day by telephone or tele&"ph,
confirmed in writing by registered or certified mail, of the amount ofthe deficiency.
B. If the deficiency is made up in whole or in part prior to or on the payment date, the Paying AgenVI'rustee shall so notify the Insurer or it:
designee.
C� In addition, if die Paying Agetiffrustee has notice that any Bondholder has been required to disgorge payments of principal or interest
on the Obligations to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payrnent
constitutes an avoidable preference to such Bondholder,�Aithrn the meaning of any applicable bankruptcy laws, then die Paying Agent/Trustee shall notify the
Insuru or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail.
D. The Paying AgenvTrustee is hereby irrevocably designated, appointed, directed and authorized to act as attomey-ni-fact for Holders of
die Obligations as follows:
1. If and to the extent there is a deficiency in arnounts required to pay interest on the Obligations, the Paying Agentrrrustee shall
(a) execute and deliver to U.S. Bank Trust National Association, or itssuccessors under the Policy (the "Insurance Paying AgenVTrustee"), in form
satisfactory to the Irmirance Paying Agent/Trustee, an instniment appointing the Insurer as agent forsuch Holders in any legal proceeding related
to the payment of such interrst and an assignment to the Insurer of the claims for interest to which such deficiency relates and which are paid by the
Insurer, (b) receive as designee of the respective I Iolders (and not ws Paying Agent/Trustee) in accordance with the tenor of the Policy payment
fi-orn the Insurance Paying Agent/Trustee with respect to the claim for interest so assigrr4 and (c) disburse the same to such respective Holders,;
and
2. If and to the extent of a deficiency in amounts required to pay principal of the Obligations, the Paying Agentrl`mstee shall (a)
execute arid deliver to the Insurance Paying Agent/Tmstee in form satisfactory to the Insurance Paying AgenuTrustee an instrument appointing the
Insurer as agent for such Holder in any legal proceeding relating to the payment of such principal and an assignment to the lrtsi= of any of the
Obligation surrendered to the Insurance Paying AgenvTrustee of so much of the principal amount thereof as has not previously been paid or for
which moneys are not held by the Paying Agent/Trustee and available for such payment (but such assigrimentshall be delivered only if payment
from the Insurance Paying Agent/Trustee is received), (b) receive as designee of the respective Holders (and not as, Paying Agent/Trustee) in
accordance with the tenor ofthe Policy payment therefor from the Imsittance Paying AgenuTrustee, and (c) disburse thesame to such Holders.
E. Paymentswith respect to claiins for interest on and principal of Obligations disbursed by the Paying Agent/Trustee fi-om proceeds of the
Policy shall riot be considered to discharge the obligation of the Issuer with respect to such Obligations, and the Insurer sliall become the owner of such
unpaid Obligation and claim for the interest in accordance,,Aidi the tenor of the assignment made to it under the provisions of thissiibsection or otherwise.
F. Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agentfl7rustee hereby agree for the
benefit of the Insurer that:
I . They recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Paying
Agentrriustec), on account of principal of or interest on the Obligations, the Irisurer will be subrogated to the right-, of such Holders to receive the
amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in this Indenture and the
Obligations; and
2. They will accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered
under subparagraph (ii) of the fiml paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with
interest thereon as provided in this Indenture and the Obligation, but only from the sources and in the manner provided herein for the payment of
principal of and interest on the Obligations to Holders, and will od-ierwise treat the Insurer as the owner of such rights to the arnount of such
principal and interest.
G. In connection with die issuance of additional Obligatiow%, the Issuer shall deliver to the Tnsurff a copy of die disclosure document, if any,
circulated)Nith respect to such additional Obligations.
H. Copies of any amendments made to the doe-uments executed in connection with the issuance of the Obligations which are consented to
by the Irisurer shall be sent to Standard & Pooes Corporation.
1. The Insurer shall receive notice of the resignation or removal of the Paying AgenvTrustee and the appointment of a successor thereto.
J. The Insurer shall receive copies of all notices required to be delivered to Bondholders and, on an annual basis, copies of d-ke Issuer's
audited financial statements and Annual Budget.
Notice : Any notice that is required to be given to a holder ofthe Obligation or to the Paying Agent/Trustee pursuant to die Indenture shall also be
provided to the Irisurer. All notices required to be given to the Insurer under the Indenture shall be in writing and shall be sent by registered or certified mail
addressed to NIBIA Insurance Corporation, 113 King Street, Armor&, New York 10504 Attention: Surveillance.
K. The Issuer/Obligor agrcLs to reiniburse the Insurer immediately and unconditionally upon demand, to the extent permitted by law, for all
reasonable expenses, including attorneys' fees and expenses, incurred by the Insurer in connection with (i) the enforcement by the hist= of the Wsuer's
/Obligor's obligations, or the preservation or defense of any rights of the Insurer, under this ResolutiorAndenture and any other document executed in
connection with the issuance of the Obligatiows, arid (ii) any consent, amendment waiver or other action Arith respect to the Resolution/Indenture or any
related document, whether or not granted or approved, together with interest on all such expenses from and including the date incurred to the date of payment
at Citibank's Prime Rate plus 3% or the maximum interest rate permitted by law, whichever is less. In addition, the Insurer ruserves the right to charge a fee
in connection NNidi its review ofany such consent, amendment or waiver, whether or not granted or approved.
1'. The Issuer/Obligor agrees not to use the Insur&s name in any public document including, without firrutation, a press release or
presentation, announcement or forum without the In,,w&s prior consent; provided however, such prohibition on the use of the Insur&s name shall not relate
to the use of the hisurees standard approved form of discloswe in public documents issued in connection with the current Obligations to be issued in
accordance with the terms of the Commitment; and provided further such pmhibition shall not apply to the use of the Ir.Lsur&s name in order to comply with
public notice, public meeting or public reporting requirements.
A The Issuer /Obligor shall not enter into any agreement nor shall it consent to or participate in any arrangement pursuant to wl-iich Bonds
are tendered or purchased for any purpose other than the redemption and cancellation or legal defeasance of such Bonds without the prior written consent of
NIBIA.
Revised 4/04
FINANCIAL GUARANTY AGREEMENT
FINANCIAL GUARANFY AGREEMENT made as of [CLOSING DATE], by and between
[ISSUER] (the "Issuer") and MBIA Insurance Corporation (the "Insurer"), organized under the laws of the
state of New York.
WITNESSETH:
WHEREAS, the Issuer has or will issue the Obligations; and
WHEREAS, pursuant to the tcn-ns of the Document the Issuer agrees to make certain payments on the
Obligations; and
VV`HEREAS, the Insurer will issue its Surety Bond, substantially in the form set forth 'in Annex A to
this Agreement, guaranteeing certain payments by the Issuer subject to the terms and limitations of the
Surety Bond; and
VV`HEREAS, to induce the Insurer to issue the Surety Bond, the Issuer has agreed to pay the preniium
for the Surety Bond and to reimburse the Insurer for all payments, made by the Insurer under the Surety
Bond, all as more fully set forth in this Agreement; and
WHEREAS, the Issuer understands that the Insurer expressly requires the delivery of this A&�eement
as part of the consideration for the execution by the Insurer of the Surety Bond; and
NOW, THEREFORE, in consideration of the premises and of the agreements herein contained and of
the execution of the Surety Bond, the Issuer and the Insurer agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Definitions. The terms which are capitalized herein shall have the meanings specified
in Annex B hereto.
Section 1.02. S"e Bond.
(a) The Insurer will issue the Surety Bond in accordance with and subject to the terms and
conditions of the Commitment.
(b) The maximum liability of the Insurer under the Surety Bond and the coverage and term
thereof shall be subject to and limited by the terms and conditions of the Surety Bond.
Section 1.03. Premium. In consideration of the Insurer agreeing to issue the Surety Bond bereunder,
the Issuer hereby agrees to pay or cause to be paid the Premium set forth in Annex B hereto. The Premium
on the Surety Bond is not reftmdable for any reason.
Section 1.04. Certain Other E
2q�ens . The Issuer will pay all reasonable fees and disbursements of
the h-isurer's.special counsel related to any modification of this Agreement or the Surety Bond.
ARTICLE 11
REIMBURSEMENT AND INDEMNIFICATION
OBLIGATIONS OF ISSUER AND SECURITY THEREFOR
Section 2.01. Reimbursement for Payments Under the Su Me Bond and Expei-ises-, Indemnification.
(a) The Issuer will reimburse the Insurer, within the Reimbursement Period, without demand or
notice by the Insurer to the Issuer or any other person, to the extent of each Surety Bond Payment
with interest on each Surety Bond Payment from and 'including the date made to the date of the
reimbursement at the lesser of the Reimbursement Rate or the maximum rate of interest permitted by
then applicable law.
(b) The Issuer also agrees to reimburse the Insurer immediately and unconditionally upon
demand, to the extent permitted by state law, for all reasonable expenses incurred by the Insurer in
coirnection with the Surety Bond and the enforcement by the Insurer of the Issuer's obligations under
this Agreement, the Document, and any other docurnent executed in connection with the issuance of
the Obligations, together with interest on all such expenses from and including the date incurred to
the date of payment at the rate set forth in subsection (a) of this Section 2.01.
(c) The Issuer agrees to indemnify the Insurer, to the extent permitted by state law, against any
and all liability, claims, loss, costs, damages, fees of attorneys and other expenses which the Insurer
may sustain or incur by reason of or in consequence of (i) the failure of the Issuer to perform or
comply with the covenants or conditions of this Agreement or (ii) reliance by the Insurer upon
representations made by the Issuer or (iii) a default by the Issuer under the terms of the Document or
any other documents executed in connection with the issuance of the Obligations.
(d) The Issuer agrees that all amounts owing to the Insurer pursuant to Section 1.03 hereof and
this Section 2.01 must be paid in full prior to any optional redemption or refunding of the
Obligations.
(e) All payments made to the Insurer under this Agreement shall be paid in lawful currency of
the United States in immediately available fbirds at the hisurees office at 113 King Street, Armonk,
New York 10504, Attention: Accounting and Insured Portfolio Management Departments, or at such
other place as shall be designated by the hisurer.
Section 2.02. Allocation of PM . The hisurer and the Issuer hereby agree that each payment
received by the Insurer from or on behalf of the Issuer as a reimbursement to the Insurer as required by
Section 2.01 hereof shall be applied by the Insurer first, toward payment of any unpaid premium; second,
toward repayment of the aggregate Surety Bond Payments made by the Insurer and not yet repaid, payment
of which will reinstate all or a portion of the Surety Bond Coverage to the extent of such repayment (but not
to exceed the Surety Bond Limit); and third, upon full reinstatement of the Surety Bond Coverage to the
Surety Bond Limit, toward other amounts, including, without limitation, any interest payable with respect to
any Surety Bond Payments then due to the bisurer.
Section 2.03. Securily for Payments, Instruments of Further Assurance. To the extent� but only to the
extent, that the Document or any related indenture, trust agreement, ordinance, resolution, mortgage,
security agreement or similar instrument, if any, pledges to the Owners or any trustee therefor, or grants a
security interest or lien in or on any collateral, property, revenue or other payments ("Collateral and
Revenues") in order to secure the Obligations or provide a source of payment for the Obligations, the Issuer
hereby giants to the hisurer a security interest in or lien on, as the case may be, and pledges to the Insurer all
such Collateral and Revenues as security for payment of all amounts due hereunder and under the
Document or any other document executed in connection with the issuance of the Obligations, which
security interest, lien and/or pledge created or granted under this Section 2.03 shall be subordinate only to
the interests of the Owners and any trustee therefor in such Collateral and Revenues, except as otherwise
provided. The Issuer agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, any and all financing staternents, if applicable, and all other further
insturnents as may be required by law or as shall reasonably be requested by the Insurer for the perfection
of the security interest, if any, granted under this Section 2.03 and for the preservation and protection of all
rights of the Insurer under this Section 2.03.
Section 2.04. Unconditional Obligati . The obligations hereunder are absolute and unconditional
and will be paid or perfortned strictly in accordance with this Agreement, subject to the limitations of the
Document, irrespective of
(a) any lack of validity or enforceability of, or any amendment or other modification of, or
waiver with respect to the Obligations, the Document or any other document executed in connection
with the issuance of the Obligations; or
(b) any exchange, release or nonperfection of any security interest in property securing the
Obligations or this Agretement or any obligations hereunder; or
(c) any circumstances that might otherwise constitute a defense available to, or discharge of, the
Issuer with respect to the Obligations, the Document or any other document executed in connection
with the issuance of the Obligations; or
(d) whether or not such obligations are contingent or matured, disputed or undisputed, liquidated
or unliquidated.
Section 2.05. -insurer's Riuhts. The Issuer shall repay the Insurer to the extent of payments made and
expenses incurred by the Insurer in connection with the Obligations and this Agreement. The obligation of
the Issuer to repay such amounts shall be subordinate only to the rights of the Owners to receive regularly
scheduled principal and interest on the Obligations,
Section 2.06. On-Goinp, Information Obligations of Issuer.
(a) Quarterly Rq?orts. The Issuer will provide to the Insurer within 45 days of the close of each
quarter interim financial statements covering all fund balances under the Document a statement of
operations (income statement), balance sheet and changes in fund balances. These statements need
not be audited by an independent certified public accountant, but if any audited statements are
produced, they must be provided to the Insurer,
(b) Annual Reports. The Issuer will provide to the Insurer annual financial statements audited
by an independent certified public accountant within 90 days of the end of each fiscal year;
(c) Access to Facilities, Books and Records. The Issuer will grant the Insurer reasonable access
to the project financed by the Obligations and will make available to the Insurer, at reasonable times
and upon reasonable notice all books and records relative to the project financed by the Obligations;
and
(d) Com I Insurer a certificate
pliance Certificate. On an annual bas's the Issuer will provide to the
confirraing compliance with all covenants and obligations hereunder and under the Revenue
Agreement, the Docurrient or any other document executed in connection with the issuance of the
Obligations.
ARTICLE III
AMENDMENTS TO DOCUMENT
So long as this Agreement is in effect, the Issuer agrees that it will not agree to amend the Document or
any other document executed in connection with the issuance of the Obligations, without the prior written
consent of the Insurer.
ARTICLE TV
EVENTS OF DEFAULT; REMEDIES
Section 4.0 1. Events of Default. The following events shall constitute Events of Default hereunder:
(a) The Issuer shall fail to pay to the Insurer when due any amount payable under Sections 1.03;
or
(b) The Issuer shall fail to pay to the Insurer any amount payable under Sections 1.04 and 2.01
hereof and such failure shall have continued for a period in excess of the Reimbursement Period; or
(c) Any material representation or warranty made by the Issuer under the Document or
hereunder or any statement in the application for the Surety Bond or any report, certificate, financial
statement, document or other instrument provided in connection with the Cominitment the Surety
Bond, the Obligations, or herewith shall have been materially false at the time when made; or
(d) Except as otherwise provided in this Section 4.01, the Issuer shall fail to perform any of its
other obligations under the Document, or any other document executed 'in connection with the
issuance of the Obligations, or hereunder, provided that such failure continues for more than 30 days
after receipt by the Issuer of written notice of such failure to perform; or
(e) The Issuer shall (i) voluntarily commence any proceeding or file any petition seeking relief
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and
appropriate manner, any such proceeding or the filing of any such petition, (111) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator or sitnilar official for such patty or for a
substantial part of its property, (1v) file an answer admitting the material allegations of a petition filed
against it 'in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi)
become unable, admit in writing its inability or fail generally to pay its- debts as they become due or
(vii) take action for the purpose of effecting any of the foregoing; or
(f) An involuntary proceeding shall be commenced or an involuntary petition sball be filed in a
court of competent junisdiction seeking (i) relief in respect of the Issuer, or of a substantial part of its
property, under the United States Banktuptcy Code or any other Federal, state or foreign banlauptcy,
insolvency or similar law or (ii) the appointment of a receiver, trustee, custodiari, sequestrator or
similar official for the Issuer or for a substantial part of its property-, and such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall continue unstayed and in effect for 30 days.
Section 4.02. Remedies. If an Event of Default sball occur and be continuing, then the Insurer may
take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due
and thereafter to become due under this Agreement or to enforce petfon-nance of any obligation of the Issuer
to the Insurer under the Document or any related instrument, and any obligation, agreement or covenant of
the Issuer under this Agreement; provided, however, that the Insurer may not take any action to direct or
require acceleration or other early redemption of the Obligations or adversely affect the rights of the
Owners. In addition, if an Event of Default shall occur due to the failure to pay to the Insurer the amounts
due under Section 1.03 hereof, the Insurer shall have the night to cancel the Surety Bond in accordance with
its terms. All -rights and remedies of the Insurer under this Section 4.02 are cumulative and the exercise of
any one remedy does not preclude the exercise of one or more of the other available remedies.
ARTICLE V
SETTLENIENT
The Insurer shall have the exclusive right to decide and determine whether any claim, liability, suit or
judgrnent made or brought against the insurer, the Issuer or any other party on the Surety Bond shall or shall
not be paid, compromised, resisted, defended, tried or appealed, and the hisurer's decision thereon, if made
in good faith, shall be final and binding upon the Insurer, the Issuer and any other party on the Surety Bond.
An itemized statement of payments made by the Insurer, certified by an officer of the Insurer, or the voucher
or vouchers for such payments, shall be prima facie evidence of the liability of the Issuer, and if the Issuer
fails to immediately reimburse the Insurer upon the receipt of such statement of payments, interest shall be
computed on such amount from the date of any payment made by the Insurer at the rate set forth in
subsection (a) of Section 2.01 hereof
ARTICLE VI
MISCELLANEOUS
Section6.01. Interest Computations. All computations of interest due hereundersball be made on the
basis of the actual number of days elapsed over a year of 360 days.
Section 6.02, Exercise of RiQW. No failure or delay on the part of the Insurer to exercise any night
power or privilege under this Agreement and no course of dealing between the Insurer and the Issuer or any
other party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial
exercise of any such right, power or pnivilege preclude any other or filitlier exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative
and not exclusive of any rights or remedies which the Insurer would otherwise have pursuant to law or
equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice
or demand in similar or other circumstances, or constitute a waiver of the right of the other party to any
other or further action in any circumstances witbout notice or demand.
Section 6.03. Amendment and Waiver. Any provision of t1ris Agreement may be amended, waived,
supplemented, discharged or terminated only with the prior written consent of the Issuer and the Insurer.
The Issuer hereby agrees that upon the written request of the Paying Agent the Insurer may make or consent
to issue any substitute for the Surety Bond to cure any ambiguity or formal defect or omission in the Surety
Bond which does not materially change the terms of the Surety Bond nor adversely affect the rights of the
Owners, and this Agreement shall apply to such substituted surety bond. The Insurer agrees to deliver to the
Issuer and to the company or companies, if any, rating the Obligations, a copy of such substituted surety
bond.
Section 6.04. Successors and Assigns; Descripifive Headin .
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Issuer and the Insurer
and their respective successors and assigns; provided, that the Issuer may not transfer or assign any or
all of its rights and obligations hereunder without the prior Written consent of the Insurer.
(b) The descriptive headings of the various provisions of this Agreement are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any
of the provisions hereof
Section 6.05. Other Sureties. If the Insurer shall procure any other surety to reimsure the Surety Bond,
this Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a
direct night of action against the Issuer to enforce this Agreement� and "the Insurer," wherever used herein,
shall be deemed to include such reinsuring surety, as its respective interests may appear.
Section 6.06. Signature on Bond. The Issuer's liability shall not be affected by its failure to sign the
Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the release
of any inderrinity, nor the return or exchange of any collateral that may have been obtained.
Section 6.07. Waiver. The Issuer waives any defense that this Agreement was executed subsequent
to the date of the Survty Bond, admitting and covenanting that such Surety Bond was executed pursuant to
the Issuees request and in reliance on the Issuees promise to execute this Agreement.
Section 6.08. Notices, Requests, Demands. Except as otherwise expressly provided herein, all
written notices, requests, demands or other communications to or upon the respective parties hereto shall be
deemed to have been given or made when actually received, or in the case of telex or telecopier notice sent
over a telex or a telecopier machine owned or operated by a party hereto, when sent, addressed as specified
below or at such other address as any of the parties may bereafter specify in writing to the others:
If to the Issuer: [ISSUER]
[STREETADDRESS]
[CITY, STATE ZIP]
Attention: [PERSON AT ISSUER]
if to the Paying Agent: [PAYING AGENT]
Attention: Corporate Trust Officer
If to the Insurer: MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio
Management Group
Section 6.09. Survival of RMresentations and Warranties. All representations, warranties and
obligations contained herein shall survive the execution and delivery of this Agreement and the Study
Bond.
Section 6.10. Governi . This Agreement and the rights and obligations of the parties under this
Ing
Agreement shall be governed by and construed and interpreted in accordanceaith the laws of the State.
Section 6.11. CoqpLmai-Ls. This Agreement may be executed in any number of Copies and by the
different parties hereto on the same or separate counterparts, each ofwhich shall be deemed to be an original
instrument. Complete counterparts of this Agreement shall be lodged with the Issuer and the Insurer.
Section 6.12. Severabilijy. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof
Section 6.13. Survival of ObligpLti Notwithstanding anything to the contrary contained in this
Ageement, the obligation of the Issuer to pay all amounts due hereunder and the rights of the Insurer to
pursue all remedies shall survive the expiration, termination or substitution of the Surety Bond and this
Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written.
Attest:
[ISSUER]
LO-M
Title:
MIBIA Insurance Corporation
President
A-ssistant Secretmy