HomeMy WebLinkAboutCity of Tamarac Resolution R-2004-092Temp Reso #10407-April 19, 2004
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2004-
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, AUTHORIZING
THE APPROPRIATE OFFICIALS TO ACCEPT A
FUNDING AGREEMENT FROM TRANSAMERICA
OCCIDENTAL LIFE INSURANCE COMPANY C/O
AEGON INSTITUTIONAL MARKETS, INC., (AEGON)
FOR THE PROCEEDS AND OTHER MONEYS
RELATED TO THE PROJECTS FUNDED BY THE
CAPITAL IMPROVEMENT REVENUE BOND SERIES
2004; AUTHORIZING THE APPROPRIATE
OFFICIALS TO EXECUTE AN ACKNOWLEDGEMENT
OF A FUNDING AGREEMENT; AUTHORIZING THE
APPROPRIATE OFFICIALS TO APPLY ANY NON -
SUBSTANTIVE CHANGES TO SAID AGREEMENT
AND ACKNOWLEDGEMENT; PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Tamarac, Florida, has approximately $11.1 million
in project funds related to the Capital Improvement Revenue Bond Series 2004
(the 2004 Bonds); and
WHEREAS, the City desires to invest these funds at the highest possible
return while maintaining liquidity and safety of principal; and
WHEREAS, the City's investment policy allows the use of a Guaranteed
Investment Contract (GIC); and
WHEREAS, The City's Financial Advisor, Kirkpatrick Pettis, solicited
quotes for a GIC from eight (8) investment providers (hereto attached as
Exhibit 1); and
Temp Reso #10407-April 19, 2004
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WHEREAS, Transamerica Occidental Life Insurance Company c/o
AEGON Institutional Markets, Inc., (AEGON) quoted the highest rate of return of
all respondents at 1.71 %; and
WHEREAS, the Director of Finance and the City Manager recommend the
City accept a GIC with AEGON in the form of Funding Agreement No.
MN01461 N (hereafter referred to as the Agreement and attached hereto as
Exhibit 2) and to execute an Acknowledgement of Funding Agreement No.
MN01461 N to Transamerica Occidental Life Insurance Company c/o AEGON
Institutional Markets, Inc. (hereafter referred to as the Acknowledgement and
attached hereto as Exhibit 3) to invest the 2004 Bonds project funds; and
WHEREAS, the City's Financial Advisor and Bond Counsel related to the
issuance of the 2004 Bonds are currently working with AEGON to ensure the
Funding Agreement and Acknowledgment are acceptable by AMBAC, the insurer
of the 2004 Bonds, and in compliance with the 2004 Bonds Authorizing
Resolution and some further changes of a non -substantive nature may yet need
to be applied; and
WHEREAS, the City Manager, City Attorney, and Director of Finance will
review these changes to ensure they are in the best interest of the City; and
WHEREAS, the City Commission of the City deems it to be in the best
interest of the citizens and residents of the City to accept the aforementioned
Agreement and provide for the execution of the aforementioned
Acknowledgement between the City and AEGON (both with such non -
substantive changes as may be needed) to invest the 2004 Bonds project funds.
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Temp Reso #10407-April 19, 2004
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby
ratified and confirmed as being true and correct and are hereby made a specific
part of this Resolution.
SECTION 2: The appropriate City officials are hereby authorized to
accept a Guaranteed Investment Contract with Transamerica Occidental Life
Insurance Company c/o AEGON in the form of Funding Agreement No.
MN01461 N (hereafter referred to as the Agreement and attached hereto as
Exhibit 2) to invest the 2004 Bonds project funds. The form of the Agreement is
hereby approved, subject to such changes, insertions, and deletions as the City
Manager, City Attorney and the Director of Finance of the City executing the
Acknowledgement shall approve, execution and delivery to be conclusive
evidence of such approval.
SECTION 3: The appropriate City officials are hereby authorized to
execute an Acknowledgement of Funding Agreement No. MN01461 N to
Transamerica Occidental Life Insurance Company c/o AEGON Institutional
Markets, Inc. (hereafter referred to as the Acknowledgement and attached hereto
as Exhibit 3) to invest the 2004 Bonds project. The form of the
Acknowledgement is hereby approved, subject to such changes, insertions, and
deletions as the City Manager, City Attorney and the Director of Finance of the
City executing the same shall approve, execution and delivery to be conclusive
evidence of such approval.
Temp Reso #10407-April 19, 2004
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SECTION 4: All resolutions or parts of resolutions in conflict
herewith are hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in part or application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
SECTION 6: This Resolution shall become effective immediately
upon its passage and adoption.
PASSED, ADOPTED AND APPROVED this 281" day of April, 2004.
ATTEST:
ti
MARION SW NSON, CMC
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
CITY ATTORNEY
E SCHREIBER, MAYOR
RECORD OF COMMISSION VOTE:
MAYOR SCHREIBER
DIST 1: COMM. PORTNER
DIST 2: COMM. FLANSBAUM-TALABISCO
DIST 3: V/M SULTANOF
DIST 4: COMM. ROBERTS
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Agreement No. MNO1461 N
ACKNOWLEDGEMENT OF FUNDING
AGREEMENT NO. MN01461N
City of "I'amarac, Florida
Capital Improvement Revenue Bonds
Series 2004
The undersigned hereby acknowledges and accepts the terms Of the Funding Agreement
No. NINO1461 N issued by Transamerica Occidental Life Insurance. Company.
Dated this 29°i day of April, 2004
CITY OF TARAMAC, as Owner
Na Joe_Schreiber By �`} - Name ,leffrey L. Miller
_._. � - --...........--
Title Ma or Title City Mana =e€ r
By
Name Dogg J. Newman
Title Dire r of Finance
04MICUM
BY
Nan: -—Mq�on.S�wenson, CMC
Title"- City C-ie
-t HEREBY'CE Y tha I ave approved s Agreement as to form.
By
Na Mitchell . Kraft
Title City Attorney
04-153323.1
AEGON/Tamarac #762/04/04
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
Transamerica Occidental Life Insurance Company
Transamerica Occidental Life Insurance Company (the "Company"), Cedar Rapids, Iowa, a stock
company, agrees to make the payments provided for in this Funding Agreement (the "Agreement") in the
amounts and to the persons as designated in writing by the Owner, subject to all of the other terms and
conditions on this and on the following pages, which subsequent pages are made a part of this
Agreement.
The Owner may act for and on behalf of any person entitled to receive a payment or payments under this
Agreement, and every act done by agreement made with, or notice given to, the Owner shall be binding
on all such persons.
The Agreement is issued in consideration of the payment by the Owner to the Company of the stipulated
Cash Contribution pursuant to the Agreement.
The Agreement is delivered in the Jurisdiction as specified on the Schedule Page and shall be construed
in accordance with the laws of the Jurisdiction.
Signed for Transamerica Occidental Life Insurance Company at its Administrative Office,
P. O. Box 35330, Louisville, Kentucky 40232, telephone number 502-560-2825, as of the Effective Date.
Signed for Us at Our Home Office.
Secretary President
FUNDING AGREEMENT
FIXED INTEREST RATE
NONPARTICIPATING
FORM NO. G-MUNIFRUNQ8-0404-FL
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
RN:L 111 =IV-1
OWNER - THE CITY OF TAMARAC, FLORIDA AS ISSUER
OF ITS CAPITAL IMPROVEMENT REVENUE
BONDS, SERIES 2004
JURISDICTION - FLORIDA
AGREEMENT NUMBER - MN01461 N
EFFECTIVE DATE - APRIL 29, 2004
INITIAL CASH CONTRIBUTION - $11,045,057.97
MATURITY DATE - OCTOBER 1, 2006
GUARANTEED INTEREST RATE - 1.71%
PERIODIC INTEREST PAYMENTS - SEMIANNUALLY ON EACH INTEREST PAYMENT
DATE
ANTICIPATED WITHDRAWAL SCHEDULE
DATE
AMOUNT
6/1/2004
$ 152,095.00
7/1 /2004
175,000.00
8/1 /2004
536,100.00
9/1 /2004
1, 339, 000.00
10/1 /2004
1, 325, 650.00
11/1/2004
545,450.00
12/1 /2004
757,450.00
1/1/2005
771,150,00
2/1 /2005
576, 000.00
3/1/2005
716,950.00
4/1 /2005
1,156, 300.00
5/1 /2005
494, 000.00
6/1 /2005
521, 000.00
7/1 /2005
158, 700.00
8/1/2005
539,700.00
9/1/2005
120,800.00
10/1 /2005
31,600.00
11 /1 /2005
31,600.00
12/1/2005
31,600.00
1/1/2006
31,600.00
2/1/2006
31,600.00
3/1/2006
31,600.00
4/1/2006
31,600.00
5/1/2006
31,600.00
6/1/2006
31,600.00
7/1/2006
31,600.00
8/1 /2006
31, 600.00
9/1/2006
32,400.00
10/1/2006
Remaining Balance
FORM NO. G-MUNIFRUNQ8-0404-FL 2
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
SCHEDULE PAGE - Continued
ADDRESSES:
For purposes of Section VII of the Agreement, the Notice Addresses to be used are as follows:
Company:
Transamerica Occidental Life
Insurance Company
c/o AEGON Institutional Markets, Inc
P.O. Box 35330
400 West Market Street
Louisville, Kentucky 40232
ATTN: AEGON Institutional Markets,
Inc. Operations
Company Wire Transfer Instructions:
M&TBank
One M & T Plaza
Buffalo, NY 14203
ABA Number: 022-000-046
DDA#: 89539642
Account Name: AEGON Institutional
Markets, Inc.
FFC: "MN01461 N" and
"City of Tamarac, FL/Series 2004"
Amount: $11,045,057.97
Financial Advisor:
Kirkpatrick, Pettis, Smith, Polian Inc.
Suite 155
3504 Lake Lynda Drive
Orlando, FL 32817
ATTN: Mr. Carlos Pereda
SECTION I -DEFINITIONS
Owner
City of Tamarac
7525 NW 88th Avenue
Tamarac, FL 33321
ATTN: Director of
Finance
Rond InsijrPr
Ambac Assurance Corporation
One State Street Plaza
New York, NY 10004
ATTN: Ms. Susanne Amodeo
Owner Wire Transfer Instructions:
Routing 063000021
Account# 2090001028714
Account Name: City of Tamarac Concentration Account
ATTN: Ms. Pamela Ramkalawan
Wachovia Bank, N.A.
Ph: (954)596-6900
Fx: (954) 596-6908
E-mail: Pamela.Ramkalawan@wachovia.com
1.01 "Agreement Balance" means, on any date, the Principal Balance on such date plus all accrued but
unpaid Interest on the Principal Balance to such date.
1.02 `Bond Fund" means the Construction Fund created pursuant to Section 4.03 of the Resolution.
1.03 "Bonds" means the Owner's $9,500,000 Capital Improvement Revenue Bonds, Series 2004,
issued pursuant to the Resolution.
1.04 "Business Day" means any day other than a Saturday, Sunday or other day on which commercial
banks are required or authorized to be closed in New York, New York; Louisville, Kentucky or Tamarac,
Florida.
1.05 "Cash Contribution" shall mean the principal amount deposited from time to time by the Owner
with the Company pursuant to Subsection 3.01.
FORM NO. G-MUNIFRUNQ8-0404-FL
152768 v. 4 City of Tamarac, FL AFGON #762 04/04
SECTION I — DEFINITIONS - Continued
1.06 "Deposit Fund" means the fund by that name established with the Company pursuant to
Subsection 2.01 hereof.
1.07 "Downgrade Event" means the reduction of the rating assigned to the Company's claims -paying
ability by S&P or Moody's below "AK or °Aa3", respectively.
1.08 "Executive Officer of the Company" means the President or any Vice President of the Company.
1.09 "Initial Deposit Date" means the Effective Date as shown on the Schedule Page.
1.10 "Interest" means the interest earned on the Principal Balance, calculated in accordance with
Subsection 3.02.
1.11 "Interest Calculation Basis" means a 360-day year consisting of twelve (12) 30-day months
1.12 "Interest Payment Date" means the Business Day immediately preceding each April 1 and
October 1, commencing the Business Day immediately preceding October 1, 2004.
1.13 "Moody's" means Moody's Investors Service, Inc.
1.14 "Notice Address" means the address(es) shown on the Schedule Page or any such other
address(es) as any party may specify to the other parties shown on the Schedule Page by at least two
(2) Business Days' prior written notice given in accordance with Subsection 7.04.
1.15 "Principal Balance" means the sum of all Cash Contributions plus all Interest reinvested in the
Deposit Fund as described in Subsection 3.02 less the Withdrawn Amount.
1.16 "Resolution" means, collectively, (a) the City Resolution No. R-2004-63 adopted on March 24,
2004 by the Owner and (b) the City Resolution No. R-2004-64 adopted on March 24, 2004 by the Owner,
including such amendments and modifications thereto which are not adverse to the rights and obligations
of the Company under this Agreement.
1.17 "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc.
1.18 "Termination Date" means the earlier of (a) the Maturity Date, (b) the date of withdrawal of the
Agreement Balance, (c) the date on which the Bonds are no longer outstanding under the Resolution and
(d) the date of earlier termination as permitted by this Agreement.
1.19 "Withdrawn Amount" means the aggregate amount withdrawn by the Owner under this
Agreement, exclusive of Interest.
FORM NO. G-MUNIFRUN08-0404-FL 4
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
SECTION II — DEPOSIT FUND
2.01 Deposit Fund. The Company shall establish the Deposit Fund on the Initial Deposit Date.
2.02 Nonparticipating. The Agreement is issued as a nonparticipating agreement, and it will not share
in the surplus or earnings of the Company.
2.03 Nature of Deposit Fund. With respect to the Deposit Fund created pursuant to this Section, the
Company shall be the sole owner of the assets in the Deposit Fund, shall have the sole right to control,
manage or administer such assets; and may commingle the assets in its possession pursuant to the
Agreement with its other assets.
SECTION III - DEPOSITS AND WITHDRAWALS
3.01 Cash Contributions. On the Initial Deposit Date, the Owner shall deliver to the Company amounts
on deposit in the Bond Fund as the Initial Cash Contribution and the Company shall accept such amounts
and credit the same to the Deposit Fund.
3.02 Interest. Interest on the Principal Balance shall accrue at the Guaranteed Interest Rate, as shown
on the Schedule Page, on the daily outstanding Principal Balance calculated in accordance with the
Interest Calculation Basis commencing with and including the Initial Deposit Date and ending with and
excluding the Termination Date. Accrued Interest shall be deposited to the Deposit Fund on each Interest
Payment Date and thereafter shall constitute part of the Principal Balance.
3.03 Withdrawal. The Owner may withdraw all or any portion of the Principal Balance to the extent
permitted under this Section by delivery of two (2) Business Days' prior written notice to the Company in
the form of Exhibit A hereto specifying the portion of the Principal Balance to be withdrawn on the
withdrawal date specified in such notice. The Owner hereby represents and warrants that it reasonably
anticipates that the Principal Balance will be withdrawn in accordance with the procedures set forth herein
on the dates and in the amounts set forth in the schedule on the Schedule Page hereto. Withdrawals
may be made only for the purposes specified in the Resolution and such withdrawals shall be made prior
to the utilization of any other source of funds for such purposes. Withdrawals may not be made for
reinvestment purposes. The Company shall not be obligated to permit (i) more than four (4) withdrawals
per month hereunder pursuant to this Section, (ii) a withdrawal in an amount less than $1,000 or (iii) any
withdrawal without first receiving written notice in the form of Exhibit A hereto in accordance with the
terms of this Subsection 3.03.
3.04 Failure of Owner. If at any time during the term of this Agreement the Owner (a) shall fail to make
the Cash Contribution required by Subsection 3.01, (b) shall make a Cash Contribution that is not
required or permitted by Subsection 3.01 or (c) shall make a withdrawal other than as permitted under
Subsection 3.03, Subsection 5.02 or Subsection 6.02, which causes the Company to break its deposit or
other funding arrangements, the Owner shall promptly pay to the Company an amount equal to the
penalties, losses, costs, expenses, damages and other charges as are incurred by the Company as a
result of the Company's breaking such deposit or other funding arrangements. A certificate as to the
amount of such penalties, losses, costs, expenses, damages or other charges submitted by the Company
to the Owner shall be conclusive absent manifest error as to the amount thereof. Such certificate shall
set forth the calculation of such amount in reasonable detail.
3.05 Method of Payment. All amounts paid by one party to another hereunder shall be remitted in
lawful currency of the United States of America by wire transfer of immediately available funds pursuant
to written wire transfer instructions of the receiving party or such other instructions as shall have been
specified by such party in a notice given pursuant to Subsection 7.04.
FORM NO. G-MUNIFRUNQ8-0404-FL
152768 v. 4 City of Tamarac, FL AEGON #762 04104
SECTION III — DEPOSITS AND WITHDRAWALS - Continued
3.06 Payments on Non -Business Day. Any payment due hereunder on a day which is not a Business
Day shall be paid on the next succeeding Business Day.
SECTION IV - REPRESENTATIONS, WARRANTIES AND COVENANTS
4.01 Representations of the Company. The Company represents and warrants that (a) the
performance of its obligations under this Agreement will not violate any federal or state law or any order,
decree, license, permit or the like which is applicable to it and will not cause any default by it under any
other agreement to which it is a party, the result of which will have a material adverse effect on the
Company's financial condition or upon its ability to perform its obligations hereunder and (b) the obligation
of the Company to repay the Agreement Balance in accordance with this Agreement constitutes an
absolute and unconditional obligation of the Company.
4.02 Covenants of the Company. The Company covenants and agrees to send each month a written
report to the Owner and the Financial Advisor with respect to the Agreement Balance. Such reports shall
provide (a) the name of the Owner and the Bonds, (b) the Principal Balance the Owner has invested with
the Company as of the end of the preceding month, including any Cash Contributions or withdrawals
during the preceding month and (c) the amounts and dates of Interest accrued and Interest paid or
deposited by the Company during the preceding month.
4.03 Representations and Warranties of the Owner. The Owner represents and warrants to the
Company that (a) all monies that the Owner invests with the Company pursuant to this Agreement shall
be derived from amounts held under the Resolution in the Bond Fund, (b) the Owner is authorized by the
Resolution to enter into this Agreement and to make all investments on the terms hereof, (c) to the best of
its knowledge, the performance of the Owner's obligations hereunder will not result in a breach or
violation of or cause a default under any provision of any law, regulation, order, license, decree,
judgment, indenture, contract or agreement binding upon the Owner or its assets and (d) the person or
persons identified by written notice to the Company as the authorized representative(s) of the Owner are
duly authorized to act on behalf of the Owner and a specimen of their respective signatures follows their
respective names. The Owner may from time to time designate other persons authorized to act
hereunder on its behalf by delivery of a written notice to the Company in the manner described in
Subsection 7.04 which identifies the name and title of the authorized representative and contains the
specimen signature of such person.
4.04 Covenants of the Owner. The Owner hereby covenants and agrees as follows:
(a) Information Regarding the Company. The Owner shall not, nor will it permit any other person to,
include in any offering circular, information memorandum or other description of the Bonds any
information relating to the Company without the Company's prior written consent;
(b) Notice to Company of Refunding. The Owner shall immediately notify the Company in writing as
soon as any action is taken to effect a partial or complete refunding of the Bonds or a defeasance of the
Bonds.
(c) Regarding the Bond Documents. The Owner shall observe, perform and fulfill each of its
covenants and other obligations in the Bond Documents to which it is a party.
(d) Additional Information. The Owner hereby covenants and agrees to promptly provide such
information respecting the Bonds, the Resolution, the Project (as defined in the Resolution), the trust fund
established under the Resolution and such other information related to the Bonds as the Company may,
from time to time, reasonably request. Such information may include, without limitation the Owner's
reasonable expectations as to the time and amount of future withdrawals from the Bond Fund.
FORM NO. G-MUNIFRUNQ8-0404-FL
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
SECTION V - DEFAULTS AND REMEDIES
5.01 Default. The occurrence of each of the following events shall constitute a default (each a "Default")
hereunder:
(a) the Company shall fail to pay the Principal Balance or Interest as required under this Agreement
which continues for one (1) Business Day after the Company's receipt of written notice of such failure,
(b) the Company shall initiate, or there shall be initiated against the Company, any bankruptcy,
receivership, or other insolvency proceeding, which, if instituted against the Company, is not dismissed
within ninety (90) days or the Company shall make a general assignment for the benefit of its creditors,
(c) any representation or warranty made by the Company in this Agreement proves to have been false or
misleading in any material respect when made; or
(d) the Company shall fail to perform any of its covenants under the Agreement (other than those
described in (a) above) which continues for thirty (30) days after the Company's receipt of written notice
of such failure.
5.02 Default Remedies. During the continuance of any Default, (a) the Owner shall notify Ambac
Assurance Corporation (the "Bond Insurer") of the occurrence of a Default within five (5) Business Days of
such occurrence and (b) the Owner, at the direction of the Bond Insurer, shall have the right to proceed
directly against the Company to secure any remedy available at law or in equity. In the event of a Default
described in Subsection 5.01(b), the Agreement Balance shall automatically become immediately due
and payable. During the continuance of any other Default, the Owner may, at the direction of the Bond
Insurer, terminate this Agreement and declare the Agreement Balance to be immediately due and
payable by delivery of written notice to the Company and the Company shall pay the Agreement Balance
to the Owner in the manner provided in Subsection 7.01.
SECTION VI - DOWNGRADE OF THE COMPANY
6.01 Notice of Downgrade. If a Downgrade Event shall occur during the term of this Agreement, the
Company shall provide written notice of the Downgrade Event to the Owner and the Bond Insurer within
five (5) Business Days of the Company's receipt of written notice of the Downgrade Event.
6.02 Actions following Downgrade. Following a Downgrade Event and the Company's receipt of the
Owner's written request to take action under this Subsection, the Company shall have the right, to the
extent permitted by law, to do any of the following:
(a) Assign this Agreement to an Eligible Provider (as defined below) requiring the lowest payment from
the Company. If the Company elects this course of action, the Company may solicit bids from financial
institutions whose debt rating or claims paying ability is rated at least "AA" and °Aa3" by S&P and
Moody's, respectively (each an "Eligible Provider"). The Company may send such solicitation to as many
Eligible Providers as the Company shall choose; provided, at least three (3) Eligible Providers solicited
shall be approved by the Owner and the Bond Insurer, such approval not to be unreasonably withheld;
(b) Collateralize the Company's remaining obligations under this Agreement pursuant to a repurchase
agreement or other collateral arrangement with (i) direct obligations of, and obligations on which the full
faith and timely payment of principal and interest is unconditionally guaranteed by, the full faith and credit
of the United States, at 104% of the Agreement Balance, (ii) senior debt and/or mortgage -backed
obligations of GNMA, FNMA or FHLMC, at 105% of the Agreement Balance or (iii) government -
sponsored agencies backed by the full faith and credit of the United States and approved by the Bond
Insurer, at 105% of the Agreement Balance (i, ii, and iii are collectively referred to herein as "Permitted
Collateral");
FORM NO. G-MUNIFRUNQ8-0404-FL
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
SECTION VI — DOWNGRADE OF THE COMPANY - Continued
(c) Enter into a new funding agreement with the Owner upon the same terms and conditions (with
appropriate changes in terminology) as are set forth herein and which agreement is fully guaranteed by a
financial guaranty insurance policy issued by an entity with a rating of "AA-" by S&P and "Aa3" by
Moody's and approved by the Bond Insurer, such approval not to be unreasonable withheld; or
(d) Take any other action mutually agreed to by the Owner and the Company.
If within ten (10) Business Days after the Company's receipt of a written request from the Owner to take
some action as described in (a), (b), (c) or (d) of this Subsection, the Company has not taken such action,
then the Owner, at the direction of the Bond Insurer, shall thereafter have the right, but not the obligation,
upon seven (7) days' prior written notice to the Company to terminate this Agreement. If the Owner does
not exercise its right to take action in accordance with this Subsection within sixty (60) days after the
receipt of the notice from the Company described in Subsection 6.01, such right shall be deemed waived
and shall terminate.
If the Company's rating falls below "A-" by S&P or "A3" by Moody's (a "Secondary Downgrade Event"),
the Company shall post additional Permitted Collateral. If the Company does not take such action within
ten (10) Business Days after the occurrence of the Secondary Downgrade Event, the Owner, at the
direction of the Bond Insurer, may terminate this Contract without penalty.
SECTION VII - MISCELLANEOUS PROVISIONS
7.01 Termination, This Agreement shall terminate on the Termination Date. At such time the
Agreement Balance shall be paid to the Owner in the manner described in Subsection 3.05.
7.02 Role of the Company and Owner. It is expressly understood and agreed that in performing its
obligations neither the Company nor any of its directors, officers, employees or agents is acting as a
fiduciary or agent of the Owner, the holders of the Bonds or any other party, and neither the Company nor
any of its directors, officers, employees or agents shall be liable or responsible for: (a) the payment of any
amounts owing on or with respect to the Bonds; (b) the use or application by the Owner of any monies
payable to the Owner hereunder; (c) any acts or omissions of the Owner under or with respect to the
Bonds or the Resolution; (d) the validity or enforceability of the Bonds or the Resolution; (e) the tax
treatment of interest paid on the Bonds or (f) the Owner's performance of its obligations under the
Agreement, the Resolution, the Bonds or any other agreement or instrument relating to the Bonds or their
issuance (collectively, the "Bond Documents"). Without limiting the foregoing, regardless of whether the
Company has reviewed the Bond Documents or is generally familiar with the terms of documents of a
similar type, the Company shall have no duty to comply with the terms of any Bond Document (other than
to perform its obligations hereunder) or to ascertain whether the Owner is in compliance therewith. The
Owner recognizes that the Company may have other business relationships with the Owner and with
other entities or persons party to any of the Bond Documents, The Owner shall maintain complete and
accurate records identifying the Agreement Balance.
7.03 Survival. All warranties and representations made by the Owner or the Company in this
Agreement or in any of the instruments or documents delivered pursuant to this Agreement regardless of
any investigation made shall be considered to have been relied upon by the other party hereto and shall
survive the delivery of any instruments or documents.
FORM NO. G-MUNIFRUNQ8-0404-FL 8
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
SECTION VII—MISCELLANEOUS PROVISIONS - Continued
7.04 Notices. Any notices or other communications to be given under the Agreement shall be given to
the party to which it is directed at its Notice Address, in writing by personal service; by registered or
certified mail; postage prepaid; by facsimile transmission, wire, mailgram or telegram; or by courier
service or messenger. Such notices shall be effective upon actual receipt.
7.05 Statement of Benefits. The Company may issue to the Owner for delivery to each person to whom
periodic cash payments are to be made pursuant to the directions of the Owner a statement describing
the benefits to be provided under this Agreement.
7.06 Information to be Furnished. The Owner shall furnish such information in such form and at such
time as the Company may reasonably require with respect to any payment to be made under this
Agreement, and, notwithstanding any provisions of the Agreement to the contrary, it shall not be obligated
or required to make such payment until it has received such information in such form. The Company may
rely upon the information so received, and shall not be liable with respect to any omission or inaccuracy
contained therein,
7.07 Responsibility of the Company. The Company may rely on the Owner's directive and shall not be
liable in any way or to any person or persons because of its failure to question or challenge a direction of
the Owner.
7.08 Amendment of Agreement. The terms and conditions of this Agreement may be amended,
modified or supplemented at any time or times by written agreement between the Company and the
Owner with the consent of the Bond Insurer. Such amendment, modification or supplement shall not be
valid unless made in writing and signed by an Executive Officer of the Company.
7.09 Construction of Agreement. Any index and section or subsection titles of the Agreement are
inserted for convenience of reference. They constitute no part of the Agreement and are not to be
considered in the construction thereof.
7.10 Assignment - Securities Act Registration. This Agreement has not been registered under the
Securities Act of 1933 (the "Act"). No resale, transfer, pledge or other assignment shall be effective
without the consent of the Company; however, the Company hereby acknowledges that amounts held for
the credit of the Bond Fund are subject to a pledge and lien in favor of the Owners of the Bonds. In case
of an assignment or pledge as collateral for a bona fide loan, the Company will not withhold consent
unless it has reason to question the bona fide nature of the loan. The Company will not consent to any
resale, transfer or other assignment unless the Company has been furnished with an opinion of counsel,
in form and substance satisfactory to the Company, to the effect that registration under the Act has been
effected, or that such transaction is exempt from the registration requirements of the Act.
Notwithstanding the foregoing, the rights and obligations of the Owner hereunder shall be transferred to
any successor owner appointed under the Resolution without first obtaining the consent of the Company
or furnishing the opinion of counsel referenced above. Upon the appointment of such a successor, the
Owner and the successor owner shall provide written notice of such appointment to the Company.
7.11 Entire Agreement. The entire Agreement is made up of the Agreement, including riders,
endorsements, attachments, or signed administrative agreements.
7.12 Incontestability. The Company cannot contest this Agreement, except with respect to the
Representations and Warranties made in Section IV.
7.13 Notices for Withdrawals. The Owner hereby agrees to provide notice to the Company of its
intention to make a withdrawal pursuant to Subsection 3.03 in the form of Exhibit A hereto.
FORM NO. G-MUNIFRUNQS-0404-FL
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
SECTION Vil - MISCELLANEOUS PROVISIONS — Continued
7.14 Regarding the Owner. The Owner has entered into the Agreement in accordance with the
provisions of the Resolution and the representations and warranties of the Owner herein are made
pursuant to such direction. The Owner may act through its officers, agents, employees and attorneys.
The Owner shall be entitled to conclusively rely upon any certificate, notice, direction or other document
delivered to it hereunder by the Company as provided herein as to the truth, accuracy and validity thereof.
The Owner represents that the Agreement constitutes a Permitted Investment (as defined in the
Resolution) under this Agreement and applicable state law.
FORM NO. G-MUNIFRUNQ8-0404-FL 10
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
EXHIBIT A
FORM OF WITHDRAWAL NOTICE
[DATE]
Transamerica Occidental Life Insurance Company
c/o AEGON Institutional Markets, Inc.
Post Office Box 35330
400 West Market Street
Louisville, KY 40232
Attention: Ms. Tracie Meyer — (502) 560-2932 (voice), (502) 560-4344 (fax)
Re: Transamerica Occidental Life Insurance Company Agreement Number MN01461 N
between Transamerica Occidental Life Insurance Company (the "Company") and the City of
Tamarac, as issuer of the Bonds (the "Owner")
Dear Ms. Meyer:
The Owner hereby requests the Company to make a cash payment equal to all or a portion of the
Principal Balance held under the Agreement in the Amount and on the Date specified below:
Amount: $
Date:
[Owner - check as appropriate]
This cash payment is requested pursuant to:
Subsection 3.03 of the Agreement,
Subsection 5.02 of the Agreement due to the occurrence
of a Default and this notice constitutes the termination
notice referenced in that Subsection; or
Subsection 6.02 of the Agreement due to the downgrade
of the Company and this notice constitutes the
termination notice referenced in that Subsection.
152768 v. 4 City of Tamarac, FL AEGON #762 04/04
The Owner hereby represents and warrants that the cash payment hereby requested is permitted
under the Agreement, will be used only for purposes specified in the Resolution and will not be used for
reinvestment purposes. Capitalized terms used herein and not defined shall have the meanings given to
such terms in the Agreement.
NOTE: The Owner shall deliver this Form of Withdrawal Notice (the "Withdrawal Notice") two (2)
Business Days prior to the Date specified above. The Company is not obligated to accept more
than four (4) withdrawals per month or a withdrawal in an amount less than $1,000.
The amount hereby requested shall be sent to the following account of the Owner:
Routing 063000021
Account# 2090001028714
Account Name: City of Tamarac Concentration Account
ATTN: Ms. Pamela Ramkalawan
Wachovia Bank, N.A.
Ph: (954) 596-6900
Fx: (954) 596-6908
E-mail: Pamela, Ramkalawan@wachovia.com
Sincerely,
CITY OF TA MARAC
By
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