HomeMy WebLinkAboutCity of Tamarac Resolution R-2004-093Temp Reso #10423 —April 19, 2004
Revised: April 22, 2004
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2004-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE A DEBT
SERVICE FORWARD DELIVERY AGREEMENT
BETWEEN THE CITY OF TAMARAC AND WACHOVIA
BANK, N.A., FOR THE PAYMENT OF DEBT SERVICE
ON ALL OUTSTANDING REVENUE BOND ISSUES;
AUTHORIZING THE APPROPRIATE OFFICIALS TO
APPLY ANY NON -SUBSTANTIVE CHANGES TO SAID
AGREEMENT; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City of Tamarac, Florida, will be accumulating
approximately 1383,000 monthly for debt service related to the City's Water and
Sewer Revenue Refunding Bonds Series 1992 and Series 1996, (collectively the
Water and Sewer Bonds), the Sales Tax Revenue Bonds Series 1999, and
Series 2002, (collectively the Sales Tax Bonds), and the Capital Improvement
Revenue Bonds Series 2004 (2004 Bonds); and
WHEREAS, a Debt Service Forward Delivery Agreement (DSFDA) will
allow the City to invest these monthly debt service amounts with a third party
investor in exchange for a lump sum payment; and
WHEREAS, the City was able to downsize the principal amount of the
Capital Improvement Revenue Bonds by $550,000 by anticipating the utilization
of a DSDFA; and
WHEREAS, the City's investment policy allows the use of a DSFDA; and
Temp Reso #10423 — April 19, 2004
Revised: April 22, 2004
Page 2
WHEREAS, The City's Financial Advisor, Kirkpatrick Pettis, received
responses to a request for bids for a DSFDA from seven (7) investment providers
(hereto attached as Exhibit 1); and
WHEREAS, Wachovia Bank, N.A., (Wachovia) quoted the highest upfront,
lump sum payment of all respondents at $747,000; and
WHEREAS the Director of Finance and City Manager recommend the City
enter into a DSFDA with Wachovia (hereto attached as Exhibit 2) to invest debt
service deposits with respect to the Water and Sewer Bonds, the Sales Tax
Bonds, and the 2004 Bonds (collectively the Outstanding Bonds); and
WHEREAS the City's Financial Advisor and Bond Counsel related to the
issuance of the 2004 Bonds are currently working with Wachovia to ensure the
DSFDA is acceptable by AMBAC, the insurer of the 2004 Bonds, and in
compliance with the Outstanding Bonds Authorizing Resolutions 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 of Tamarac, Florida, deems it
to be in the best interest of the citizens and residents of the City of Tamarac to
enter into a DSFDA between the City and Wachovia (with such non -substantive
changes as may be needed) to invest the debt service deposits with respect to
the Outstanding Bonds.
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Temp Reso #10423 — April 19, 2004
Revised: April 22, 2004
Page 3
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 and execute a DSFDA (a form of which is hereto attached as Exhibit 2)
between the City and Wachovia to invest the debt service deposits for the City's
Outstanding Bonds. The form of the DSFDA attached hereto is hereby approved
subject to such changes, insertions, and deletions as the City Manager, City
Attorney, and Director of Finance of the City shall approve, execution and
delivery to be conclusive evidence of such approval.
SECTION 3: All Resolutions or parts of resolutions in conflict
herewith are hereby repealed to the extent of such conflict.
SECTION 4: 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 5: This Resolution shall become effective immediately
upon its passage and adoption.
Temp Reso #10423 — April 19, 2004
Revised: April 22, 2004
Page 4
PASSED, ADOPTED AND APPROVED this 28th day of April, 2004.
E SCHREIBER, MAYOR
ATTEST:
,
Y' C/G"/RECORD OF COMMISSION VOTE:
MARION SWENSON, CMd MAYOR SCHREIBER
CITY CLERK DIST 1: COMM. PORTNER
DIST 2: COMM. FLANSBAUM-TALABISCO
DIST 3: VIM SULTANOF
DIST 4: COMM. ROBERTS
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
MITCHELL S,KRAF
CITY ATTORNEY
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KUTAK RUCK LLP
CHICAGO
DENVER
SUITE 2100
orMOINES
PEACHTREE CENTER SOUTH TOWER
FAYETTEVILLE
225 PEACHTREE STREET, N.E.
IRVINE
KANSAS CITY
KANS
ATLANTA. GEORGIA 30303-1731
LINCOLN
LITTLE ROCK
404-222-4600
OKLAHOMA CITY
FACSIMILE 404-222-4654
OMAHA
PASADENA
www.kutakrock.com
RICH MOND
SCOTTSDALE
JUDY M. MAYS
WASHINGTON
judy.mays@kutakrock.com
July 21, 2004
WICHITA
(404) 222-4676
VIA FIRST CLASS MAIL
Ms. Dona Newman
Director of Finance
City of Tamarac, Florida
7525 NW 88th Avenue
Tamarac, FL 33321
City of Tamarac, Florida
Capital Improvement Revenue Bonds
Series 2004
Dear Ms. Newman:
Enclosed for your records are the following documents all in connection with the above -
referenced matter:
1. A copy of the Debt Service Forward Delivery Agreement, with original signature
pages;
2. An original executed opinion of Kutak Rock LLP;
3. An original executed opinion of Counsel to City of Tamarac; and
4. An original executed Certificate of Wachovia Bank, National Association.
1f you should have any questions, please feel free to contact me at (404) 222-4676.
Sincerely,
Is/Judy M. Mays
Judy M. Mays
Paralegal
Enclosures
04-158634.1
Wachovia/Tamarac, FL (2004)/#557/04-04
DEBT SERVICE FORWARD DELIVERY AGREEMENT
by and among
J.P. MORGAN TRUST COMPANY, N.A.
as Custodian
CITY OF TAMARAC, FLORIDA,
as Issuer
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Provider
04-153100.5
City of Tamarac Florida W13#557 - 04/04
TABLE OF CONTENTS
Section 1.01.
Section 1.02.
Section 1.03.
Section 1.04.
Section 1.05.
Section 1.06.
Section 2.01.
Section 2.02.
Section 2.03.
Page
ARTICLE I
DEFINITIONS
Definitions........................................................................................................I
Incorporation of Certain Definitions by Reference..........................................7
AccountingMatters..........................................................................................7
Interpretation....................................................................................................7
Computation of Time Periods...........................................................................7
New York City Time Presumption...................................................................7
ARTICLE II
PURCHASE AGREEMENT
Purchase and Sale of Qualified Securities........................................................8
Delivery; Payment............................................................................................8
Substitution; Subsequent Deliveries.................................................................9
ARTICLE III
DEFEASANCE OR REFUNDING
Section 3.01. Defeasance or Refunding...............................................................................10
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties of the Provider............................................I I
Section 4.02. Representations and Warranties of the Issuer.................................................12
ARTICLE V
COVENANTS AND ACKNOWLEDGEMENTS
Section5.01. Covenants.......................................................................................................14
Section 5.02. Additional Covenants of the Issuer................................................................14
Section 5.03. Regarding the Financing Documents.............................................................15
Section 5.04. Role of the Provider........................................................................................15
Section 5.05. Termination Amount......................................................................................16
Section 5.06. Broker's Fees..................................................................................................16
ARTICLE VI
CLOSING CONDITIONS
Section 6.01. Closing Conditions.........................................................................................16
Section 6.02. Post Closing Conditions.................................................................................17
ARTICLE VII
DEFAULTS; TERMINATION
Section 7.01. Issuer Events of Default.................................................................................17
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City of Tamarac Florida WB#557 - 04/04
Section 7.02. Remedies Upon Occurrence of Issuer Event of Default.................................18
Section 7.03. Loss Amount if Failed or Late Purchase........................................................18
Section 7.04. Application of Excess Funds..........................................................................19
Section 7.05. Limitation on Rights.......................................................................................19
Section 7.06. No Waiver; Remedies Cumulative.................................................................20
ARTICLE VIII
THE CUSTODIAN
Section 8.01. Appointment of Custodian..............................................................................20
Section 8.02. Liability of the Custodian; Consultation with Legal Counsel ........................20
Section 8.03. Payment of Custodian Fees............................................................................20
ARTICLE IX
MISCELLANEOUS
Section 9.01.
Notices and Delivery Instructions..................................................................21
Section 9.02.
Binding Effect; Transfer.................................................................................23
Section9.03.
Limitation.......................................................................................................23
Section9.04.
Severability.....................................................................................................23
Section 9.05.
Amendments, Changes and Modifications.....................................................23
Section9.06.
Counterparts....................................................................................................23
Section9.07.
Termination....................................................................................................23
Section 9.08.
Entire Agreement............................................................................................23
Section 9.09.
Delivery of Financial Statements...................................................................23
Section 9.10.
Submission to Jurisdiction..............................................................................23
Section 9.11.
Governing Law...............................................................................................24
Section 9.12.
Use of Qualified Dealer..................................................................................24
ARTICLE X
DOWNGRADE
Section10.01. Downgrade......................................................................................................24
EXHIBIT A ELIGIBLE SECURITIES
EXHIBIT B OPINION OF COUNSEL TO PROVIDER
EXHIBIT C OPINION OF COUNSEL TO ISSUER
EXHIBIT D DELIVERY DATES
04-153100.5 it
City of Tamarac Florida W13#557 - 04/04
DEBT SERVICE FORWARD DELIVERY AGREEMENT
THIS DEBT SERVICE FORWARD DELIVERY AGREEMENT (this
"Agreement"), dated as of April 30, 2004, by and among J.P. MORGAN TRUST COMPANY,
N.A., a national banking association duly organized and existing under the laws of the United
States of America, the CITY OF TAMARAC, FLORIDA, a body politic and corporate duly
organized and existing under the laws of the State of Florida and WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association duly organized and existing
under and by virtue of the laws of the United States of America. Capitalized terms used herein
and not otherwise defined shall have the meaning assigned thereto in Article I hereof.
WITNESSETH:
WHEREAS, the Issuer have heretofore adopted the Resolutions;
WHEREAS, pursuant to the terms of the Resolutions the Issuer has established the Debt
Service Funds, one for each series of Bonds;
WHEREAS, the Issuer has either elected or is required to make periodic transfers into the
Debt Service Funds to provide for the payment of Debt Service on each series of Bonds:
WHEREAS, the Issuer is hereby appointing the Custodian as custodian for the Debt
Service Funds;
WHEREAS, the Issuer has deemed it desirable and advantageous to provide for the
investment of the amounts so deposited in the Debt Service Funds pursuant to the terms of this
Agreement; and
WHEREAS, the Provider has agreed to supply investments in appropriate amounts and
for appropriate periods and to pay consideration to the Issuer, in an amount equal to the Fee
Amount for the right to supply such investments to the Issuer.
NOW, THEREFORE, in consideration of the foregoing, and intending to be legally
bound hereby, the parties agree as follows:
ARTICLE I
I-0-3 W 01 i11II&I
Section 1.01. Definitions. For purposes of this Agreement, unless clearly indicated
otherwise, the words and terms defined in this Article I have the respective meanings given to
them herein:
"Amended Agreement" has the meaning specified in Section 3.01(c)(iii).
"Amended Cash Flows" has the meaning specified in Section 3.01(c)(iii).
04-153100.5
City of Tamarac Florida W13#557 - 04/04
"Bond Payment Date" means with respect to each Delivery Date, each date identified as
the "Bond Payment Date" on Exhibit D unless any such date is not a Business Day, in which
case "Bond Payment Date" means the next succeeding Business Day; provided that in
determining whether any such date is a Business Day no effect shall be given to clause (c), (d)
(e), (f) or (g) of the definition of Business Day.
"Bonds" means collectively, the Series 1992 Bonds, the Series 1996 Bonds, the Series
1999 Bonds, the Series 2002 Bonds and the Series 2004 Bonds
"Business Day" means any day other than (a) a Saturday or Sunday, (b) a day on which
the City's offices are authorized or required by law or executive order to close, (c) a day on
which banking institutions in the City of New York or Jacksonville, Florida, are authorized or
required by law or executive order to close, (d) a day on which any Qualified Securities which
may be delivered hereunder are not subject to delivery in the City of New York, (e) a day on
which the Provider is required by law or executive order to close, (f) a day on which the payment
system of the Federal Reserve is not operational, or (g) a day on which the New York Stock
Exchange is closed.
"Closing Date" means April 30, 2004.
"Coupon Payment" means, for any Qualified Security, a payment of interest which is due
to be paid thereon prior to the scheduled maturity of such Qualified Security.
"Custodian" means J.P. Morgan Trust Company, N.A., a national banking association
duly organized and existing under the laws of the United States of America and its successors.
"Dealer" means a leading dealer in the relevant markets selected by the Provider in good
faith (a) from among dealers of the highest credit standing which satisfy all of the criteria that the
Provider applies generally at the time in deciding whether to offer or to make an extension of
credit and (b) to the extent practicable, from among such dealers having an office in the same
city.
"Debt Service Funds" means, collectively, the Series 1992 Debt Service Account, the
Series 1996 Debt Service Account, the Series 1999 Debt Service Account, the Series 2002 Debt
Service Account and the Series 2004 Debt Service Account.
"Debt Service Payment" means (a) a scheduled payment of principal of or interest on the
Bonds, including any such payment in connection with a scheduled mandatory sinking fund
redemption of the Bonds from sinking fund installments but excluding any such payment in
connection with any other redemption of the Bonds and excluding any payment required to make
a regularly scheduled deposit to the Debt Service Funds or (b) a payment of principal of or
interest on the Bonds upon an acceleration of the Bonds following an event of default under the
Indenture.
"Default Rate" means a per annum rate equal to the lesser of (a) the cost, determined in
good faith (without proof or evidence of any actual cost to the party to whom such amount is
owed) to the party to whom such amount is owed if it were to fund or of funding the relevant
amount plus 1 % per annum, and (b) the maximum rate permitted by law.
04-153100.5
City of Tamarac Florida WB#557 - 04/04 2
"Delivery Date" means each date identified as a "Delivery Date" on Exhibit D, unless
any such date is not a Business Day, in which case "Delivery Date" means the next succeeding
Business Day.
"Delivery Notice" means a notice delivered by the Provider describing the Qualified
Securities to be delivered pursuant hereto.
"Deposit Amount" means for each Delivery Date, the Deposit Amount specified for such
date in Exhibit D.
"Differential" means the amount, if any, by which the Purchase Price of any Qualified
Security delivered by a Qualified Dealer hereunder exceeds the Market Value thereof.
"Eligible Securities" means securities of the type identified in Exhibit A.
"Fee Amount" means $747,000.
"Financing Documents" means the Resolutions and the Bonds.
"Initial Delivery Date" means April 30, 2004.
"Insolvent" means (a) the Issuer shall (i) commence a voluntary case under the federal
bankruptcy laws, (ii) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, arrangement, liquidation, winding up or the composition
or the adjustment of debts, (iii) consent to any petition filed against it in an involuntary case
under such bankruptcy, insolvency or other laws or such petition shall not be dismissed within
30 days of its filing, (iv) apply for or consent to the appointment of, or the taking of possession
by, a trustee, receiver, custodian, liquidator or other similar official for itself or for all or a
substantial part of its property, (v) admit in writing its insolvency, bankruptcy or inability to pay,
or generally its nonpayment of its debts as they come due, (vi) make an assignment, arrangement
or composition with or for the benefit of its creditors, (vii) take any official action for the
purpose of effecting any of the foregoing; or (b) a case or other proceeding shall be commenced
against the Issuer in any court of competent jurisdiction seeking (i) relief under the federal
bankruptcy laws or under any other law relating to bankruptcy, insolvency, reorganization,
winding up or the composition or the adjustment of debts, or (ii) the appointment of a trustee,
receiver, custodian, liquidator, provisional liquidator, administrator or other similar official for
the Issuer or for all or a substantial part of its property, and any such case or proceeding shall
continue undismissed and unstayed for a period of 30 consecutive days, or an order granting the
relief requested in any such case or proceeding against such party shall be entered and shall
remain in effect and unstayed for a period of 30 consecutive days; or (c) (i) there shall be
appointed or designated with respect to the Issuer an entity such as an organization, board,
commission, authority, agency or body to monitor, review, oversee, recommend or declare a
financial emergency or similar state of financial distress with respect to it, or (ii) there shall be
declared or introduced or proposed for consideration by the Issuer or by any legislative or
regulatory body with competent jurisdiction over it, the existence of a state of financial
emergency or similar state of financial distress in respect of it, or (iii) the Issuer or any legislative
body of the Issuer shall adopt a resolution for its winding up, official management of liquidation
(other than pursuant to a consolidation or merger), or (iv) there shall be declared or introduced or
04-153100.5
City of Tamarac Florida W13#557 - 04/04 3
proposed for consideration by the Issuer or by any legislative or regulatory body with competent
jurisdiction over it, the existence of a state of financial emergency or similar state of financial
distress in respect of it, or (v) the Issuer has a secured party take possession of all or substantially
all its assets or has a distress, execution, attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all of its assets and such secured party
maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in
each case within 30 days thereafter, or (vi) a moratorium shall be declared with regard to the
payment of the Issuer's debt, or (vii) the Issuer causes or is subject to any event with respect to it
which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events
specified in clauses (i) to (vi) (inclusive) or takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the foregoing acts.
"Issuer" means City of Tamarac, Florida, a body politic and corporate duly organized and
existing under the laws of the State of Florida, and its successors.
"Issuer Event of Default" means the occurrence of an event specified in Section 7.01.
"Loss Amount" means the amount determined pursuant to Section 7.03.
"Market Value" means, with respect to any Qualified Security, the market value thereof
on the date of delivery (including accrued interest thereon) as specified by the Provider in the
Delivery Notice with respect to such Qualified Security.
"Maturity Amount" means, with respect to any Qualified Security, the amount, payable in
cash, representing the principal and interest (including any Coupon Payment) due thereon on or
prior to its maturity date.
"Moody's" means Moody's Investors Service, Inc.
"Original Cash Flows" has the meaning specified in Section 3.01(c)(iv).
"Permitted Investments" shall have the meaning assigned thereto in the Resolutions.
"Previously Purchased Securities" has the meaning specified in Section 2.03(a).
"Provider" means Wachovia Bank, National Association, a national banking association
organized and existing under and by virtue of the laws of the United States of America, and its
successors and assigns.
"Purchase Price" means with respect to any Qualified Security, the Maturity Amount.
"Purchased Securities" means any Qualified Securities delivered to the Issuer hereunder.
"Qualified Dealer" means Wachovia Capital Markets, LLC, a corporation duly organized
and validly existing under the laws of the State of North Carolina, its successors or assigns, or
any other dealer in Eligible Securities selected by the Provider.
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City of Tamarac Florida W13#557 - 04/04 4
"Qualified Securities" means, in connection with any Delivery Date, one or more Eligible
Securities which shall (a) mature not later than the related Bond Payment Date and (b) have in
the aggregate a Purchase Price which does not exceed the Deposit Amount for such Delivery
Date.
"Refunding Bonds" has the meaning specified in Section 3.01(c).
"Refunding Date" has the meaning specified in Section 3.01(c)(iii).
"Resolutions" means, collectively, the Series 1992 Resolution, the Series 1996
Resolution, the Series 1999 Resolution, the Series 2002 Resolution, and the Series 2004
Resolution.
"S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill
Companies, Inc.
"Series 1992 Bonds" means the Issuer's Water and Sewer Utility Revenue Bonds, Series
1992.
"Series 1992 Debt Service Account" means the Bond Service Account of the Tamarac.
Water and Sewer Revenue and Refunding Bond Interest and Sinking Fund established by Series
1992 Resolution, allocable to the Series 1992 Bonds.
"Series 1992 Resolution" means Resolution No. R-85-436, adopted by the Issuer of
December 10, 1985, as amended by Resolution No. R-85-439, R-92-74, R-92-114, R-92-115 and
R-92-131 adopted by the Issuer on December 23, 1985, April 22, 1992, June 24, 1992, June 24,
1992 and August 12, 1992, respectively_
"Series 1996 Bonds" means the Issuer's Taxable Water and Sewer Utility Revenue
Refunding Bonds, Series 1996.
"Series 1996 Debt Service Account" means the Bond Service Account of the Tamarac
Water and Sewer Revenue and Refunding Bond Interest and Sinking Fund established by Series
1992 Resolution, as supplemented by the Series 1996 Resolution, allocable to the Series 1996
Bonds.
"Series 1996 Resolution" means the Series 1992 Resolution as further supplemented by
Resolution No. 95-296 adopted by the Issuer on December 13, 1995_
"Series 1999 Bonds" means the Issuer's Sales Tax Revenue Bonds Series 1999.
"Series 1999 Debt Service Account" means the Interest Account, the Principal Account
and the Bond Redemption Account in the Pledged Revenue Sinking Fund established under the
Series 1999 Resolution allocable to the Series 1999 Bonds.
"Series 1999 Resolution" means Resolution No. 98-156 adopted by the Issuer on May 27,
1998, as amended and supplemented by Resolution No. 99-178 and No. 99-192 adopted by the
Issuer on May 27, 1998, July 14, 1999 and July 14, 1999, respectively.
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City of Tamarac Florida WB#557 - 04/04 5
"Series 2002 Bonds" means the Issuer's Sales Tax Revenue Bonds, Series 2002.
"Series 2002 Debt Service Account" means the Interest Account, the Principal Account
and the Bond Redemption Account in the Pledged Revenue Sinking Fund established under the
Series 1999 Resolution, allocable to the Series 2002 Bonds.
"Series 2002 Resolution" means the Series 1999 Resolution as further supplemented by
Resolution No. R-2002-125 adopted by the Issuer on May 8, 2002.
"Series 2004 Bonds" means the Issuer's Capital Improvement Revenue Bonds, Series
2004.
"Series 2004 Debt Service Account" means the Interest Account, the Principal Account
and Bond Redemption Account established pursuant to the Series 2004 Resolution..
"Series 2004 Resolution" means Resolution No. R-2004-63 adopted by the Issuer on
March 24, 2004 as supplemented by Resolution No. R-2004-64 adopted by the Issuer on
March 24, 2004.
"Shortfall Amount" has the meaning specified in Section 7.05(a).
"Specified Indebtedness" means any bond, note or other evidence of indebtedness,
including without limitation the Bonds, or any guarantee.
"Termination Amount" means an amount, as determined by the Provider in good faith on
the basis of the arithmetic mean of quotations from at least three Dealers of the amount, if any,
that each such Dealer would require the Provider to pay to the Dealer in consideration of such
Dealer entering into an agreement with the Provider (with such documentation as the Provider
and the Dealer may in good faith agree) which would have the effect of preserving for the
Provider the economic equivalent of its rights under this Agreement for the period commencing
on the termination date of this Agreement and terminating on the last Bond Payment Date
(assuming for these purposes that this Agreement had not terminated on the termination date and
continued in full force through such last Bond Payment Date); provided, however, that:
(a) if more than three quotations are provided, the Termination Amount will
be the arithmetic mean of such quotations, without regard to the quotations having the
highest and lowest values;
(b) if exactly three quotations are provided, the Termination Amount will be
the quotation remaining after disregarding the highest and lowest quotations;
for purposes of clauses (a) and (b), if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded; and
(c) if the Provider is unable to obtain three such quotations, the Termination
Amount shall be the amount, as reasonably determined by the Provider, to be its total
losses and costs in connection with a termination of this Agreement, including any loss of
bargain, cost of funding or, at the election of the Provider but without duplication, any
04-153100.5
City of Tamarac Florida W13#557 - 04/04 6
loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing
any hedge or related trading position; and
provided further, however, that in any event the Termination Amount shall also include (i) any
unpaid amounts due the Provider as of the date of termination of this Agreement (including any
amounts due under Section 7.05) and (ii) if such Termination Amount is being paid in
connection with a termination of this Agreement following an Event of Default or if any
Termination Amount otherwise due hereunder is not paid when due, the Termination Amount
shall also include any incidental costs and expenses incurred by the Provider in connection with
such termination and the enforcement of its rights hereunder (including costs of collection and
reasonable attorneys' fees and, if applicable, a reasonable allocation of compensation and
overhead attributable to the employees of the Provider spent in connection with such termination
and the enforcement of the Provider's rights under this Agreement). Any determination of the
Termination Amount by the Provider shall be conclusive and binding on the parties hereto absent
manifest error.
Notwithstanding anything herein to the contrary, the calculation of the Termination
Amount shall take into account and shall compensate the Provider for the payment by the
Provider of the Fee Amount.
Section 1.02. Incorporation of Certain Definitions by Reference. Each capitalized
term used herein and not otherwise defined herein shall have the meaning provided therefor in
the Resolutions and the Bonds, as applicable, unless the context otherwise requires.
Section 1.03. Accounting Matters. All accounting terms used herein without definition
shall be interpreted in accordance with generally accepted accounting principles, consistently
applied, and, except as otherwise expressly provided herein, all accounting determinations
required to be made pursuant to this Agreement shall be made in accordance with generally
accepted accounting principles, consistently applied.
Section 1.04. Interpretation. All words used herein shall be construed to be of such
gender or number as the circumstances require. Reference to any document means such
document as amended or supplemented from time to time as permitted under its respective terms
and the terms hereof. Reference herein to an Article, Exhibit or Section shall constitute a
reference to such Article, Exhibit or Section of or to this Agreement unless otherwise specified.
Section 1.05. Computation of Time Periods. In this Agreement, in the computation of
a period of time from a specified date to a later specified date, unless otherwise specified herein,
the word '!from" means "from and including" and the words "to" and "until" each mean "to but
excluding."
Section 1.06. New York City Time Presumption. All references herein to times of the
day shall be presumed to refer to New York City time unless otherwise specified.
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City of Tamarac Florida WB#557 - 04/04 7
ARTICLE II
PURCHASE AGREEMENT
Section 2.01. Purchase and Sale of Qualified Securities.
(a) At its option, the Provider or other Qualified Dealer may deliver to the
Custodian for the benefit of the Issuer, on or after any Delivery Date but prior to the
related Bond Payment Date, Qualified Securities selected by the Provider; provided that
except in connection with any deliveries made pursuant to Section 2.03, the Purchase
Price of Qualified Securities delivered on any date shall not exceed the difference
between the Deposit Amount and the Purchase Price of Qualified Securities previously
delivered by the Provider with respect to the applicable Delivery Date and which have
not yet matured.
(b) At the time of the delivery by the Provider or other Qualified Dealer of
any Qualified Securities in accordance with this Agreement, whether on or after a
Delivery Date, the Issuer shall, out of funds available, in the Debt Service Funds or
otherwise available to the Issuer, purchase or cause the Custodian to purchase such
Qualified Securities in accordance with Section 2.02.
(c) If the Provider or other Qualified Dealer fails to deliver Qualified
Securities as required hereunder by 4:30 p.m. New York City time on any Delivery Date,
the Issuer may invest the Deposit Amount on an overnight basis so long as such funds are
available for investment pursuant to the terms of this Agreement on the next Business
Day until the earlier of the related Bond Payment Date and the date on which such
amounts are applied to the purchase of Qualified Securities hereunder.
(d) The Provider is not required to own any Qualified Securities at the time of
the Provider's execution of this Agreement or at any time prior to the respective delivery
dates thereof. The Provider's failure to deliver Qualified Securities at any time shall not
terminate or affect the Provider's right to deliver Qualified Securities at any other time
prior to the termination of this Agreement.
Section 2.02. Delivery; Payment.
(a) All Qualified Securities delivered under this Agreement shall be delivered
to the Custodian for the Issuer to the account specified in Section 9.01, in such manner as
at the time is generally acceptable for delivery of Qualified Securities. All Qualified
Securities delivered under this Agreement shall be delivered to the Custodian for the
Issuer on a "delivery versus payment" basis.
(i) Except with respect to the initial delivery of Qualified Securities,
with respect to which no Delivery Notice is required, the Provider or other
Qualified Dealer shall cause a Delivery Notice to be delivered to the Custodian at
least one Business Day prior to the delivery of any Qualified Securities that are in
book entry form and at least two Business Days prior to the delivery of any
Qualified Securities that are in certificated form.
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(ii) Concurrently with the delivery of Qualified Securities by the
Provider, unless otherwise directed by the Provider in writing, the Issuer shall
cause the Custodian to pay the Purchase Price to the Provider. Concurrently with
the delivery of Qualified Securities by a Qualified Dealer, unless otherwise
directed by the Provider in writing, the Issuer shall cause the Custodian to pay the
Qualified Dealer delivering such Qualified Securities, in its individual capacity,
the Market Value thereof, and to the Qualified Dealer as agent for the Provider,
the Differential, if any.
(iii) All payments required to be made by the Issuer under this
Agreement shall be made in immediately available funds by means of a bank or
federal funds wire to the Provider's account set forth in Section 9.01 hereof.
Section 2.03. Substitution; Subsequent Deliveries.
(a) Subject to Section 2.02(a)(i), the Provider or a Qualified Dealer may, at
the option of the Provider, deliver to the Custodian, from time to time, on any Business
Day after a Delivery Date and prior to the related Bond Payment Date, Qualified
Securities with an aggregate Maturity Amount which does not exceed the aggregate
Maturity Amount of Qualified Securities previously delivered to the Custodian pursuant
to this Agreement and which have not yet matured (collectively, the "Previously
Purchased Securities"). If the Provider or a Qualified Dealer delivers Qualified
Securities to the Custodian as provided in this Section 2.03(a), the Custodian shall
purchase such securities and concurrently with and in consideration of such purchase, and
in lieu of paying the Purchase Price, deliver to the Provider or a Qualified Dealer, as
applicable, all or a portion of the Previously Purchased Securities which have a Maturity
Amount equal to the Maturity Amount of the Qualified Securities then being delivered to
the Custodian all as may be directed by the Provider. Any Qualified Securities delivered
by the Provider or a Qualified Dealer pursuant to this Section 2.03(a) must mature on a
date that is not later than the related Bond Payment Date.
(b) If any Previously Purchased Securities mature prior to the Bond Payment
Date for which such Previously Purchased Securities were delivered, the Provider shall
have the right, at any time on or after the maturity date of such Previously Purchased
Securities, subject to Section 2.02(a)(i) hereof, to cause the Issuer to purchase at the
Purchase Price from the Provider or other Qualified Dealer, with all or part of the
proceeds of any such Previously Purchased Securities, Qualified Securities the Purchase
Price of which is equal to or less than the Purchase Price of the Qualified Securities
which have so matured.
(c) If any Previously Purchased Securities have a Coupon Payment, the
Provider shall have the right, at any time on or after the date on which interest in respect
of such Coupon Payment is received by the Issuer or the Custodian, subject to
Section 2.02(a)(i) hereof, to cause the Issuer or the Custodian to purchase at the Purchase
Price from the Provider or other Qualified Dealer, with all or part of the amount of such
Coupon Payment, Qualified Securities the Purchase Price of which is equal to or less than
the amount of such Coupon Payment.
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FAC741.COIN o
DEFEASANCE OR REFUNDING
Section 3.01. Defeasance or Refunding.
(a) The Issuer may, by giving the Provider at least 15 Business Days' prior
notice, but without the consent of the Provider, partially or completely redeem, purchase,
tender for, defease, repurchase or refund the Bonds as provided in the Resolutions,
provided that if the Issuer takes any such action, Exhibit E shall be revised to reflect the
reduction in Deposit Amounts caused by such action, the Provider shall calculate the
Termination Amount that would be payable hereunder if the Agreement were to
terminate on the basis of Exhibit D before such amendment and on the basis of Exhibit D
after such amendment and to the extent that the former exceeds the latter, the Issuer shall
pay an amount equal to such difference to the Provider. If the Issuer is required to make
a payment pursuant to the preceding sentence, the Issuer shall pay such amount promptly
but by no later than the later of (A) one Business Day after receipt of notice of the
Termination Amount from the Provider or (B) the date of such purchase, redemption,
defeasance, repurchase, refunding or similar event. Such payment shall be made in
immediately available funds; to or at the direction of the Provider.
(b) If all of the Bonds are redeemed, purchased, defeased or refunded,
immediately upon payment of the Termination Amount in accordance with this
Section 3.01 this Agreement shall terminate. The Issuer agrees that it shall not partially
or completely redeem, purchase, tender for, defease, repurchase or refund the Bonds
unless it shall have sufficient funds to pay any Termination Amount or other amount
which may be due as a result thereof as provided herein.
(c) If pursuant to Subsection 3.01 (a) this Agreement would be terminated in
connection with the issuance of bonds to refund the Bonds in whole or in part (the
"Refunding Bonds") and a Termination Amount would be payable to the Provider, the
Issuer may, by written notice to the Provider, request that the Provider continue this
Agreement and have such Agreement apply to the Refunding Bonds as well as any Bonds
the remain outstanding. The Provider agrees that if it receives such a request, the
Agreement shall not terminate and the Provider shall so continue this Agreement with
respect to the Refunding Bonds and the Bonds remaining outstanding after such
refunding, provided that:
(i) the Provider receives such request (together with all relevant
details relating thereto) at least 15 days in advance of the issuance of the
Refunding Bonds;
(ii) the Refunding Bonds are to be issued under the existing
Resolutions or such other resolutions which is approved by the Provider and the
Provider is otherwise satisfied with the bond documentation relating to the
Refunding Bonds;
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(iii) on or prior to the date the Bonds are to be refunded (the
"Refunding Date"), the Issuer and the paying agent of the Refunding Bonds enter
into such amendments of this Agreement with the Provider (the "Amended
Agreement") as are necessary to have this Agreement pertain to the deposit
amounts, delivery dates and bond payment dates applicable to the Refunding
Bonds and to any Bonds which remain outstanding after giving effect to such
refunding (the "Amended Cash Flows");
(iv) if as determined on the Refunding Date, the Termination Amount
payable to the Provider of its investment rights with respect to the Deposit
Amounts, Delivery Dates and Bond Payment Dates which would be remaining
hereunder on such date, assuming that the Bonds were not then refunded (the
"Original Cash Flows") would be greater than the Termination Amount to the
Provider of its investment rights with respect to the Amended Cash Flows, the
Issuer shall on or before the Refunding Date pay to the Provider the amount of
such difference;
(v) the last Delivery Date under the Amended Agreement is no later
than the last Delivery Date hereunder;
(vi) the Refunding Bonds have a credit rating at least equivalent to the
credit rating of the Bonds as of the Closing Date without giving effect to any bond
insurance or other credit enhancement;
(vii) at the time such request is received and on the Refunding Date no
Issuer Event of Default has occurred and is continuing or would, with notice or
the passage of time, result in such a default; and
(viii) the Provider receives any opinions and other assurances it may
reasonably request to assure that the protections afforded it hereunder will
continue under the Amended Agreement.
(d) If the conditions described in paragraphs (c)(i) through (c)(viii) are not
satisfied, Termination Amount shall be calculated and paid as provided in
Section 3.01(a).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties of the Provider. The Provider
represents and warrants to the other parties hereto that:
(a) it is duly organized and validly existing under the laws of its jurisdiction,
incorporation or establishment;
(b) it has the power and the authority to enter into and perform its obligations
under this Agreement;
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(c) this Agreement has been duly authorized, executed and delivered by it
and, assuming the due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of it enforceable against it in
accordance with the terms hereof, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, and subject, as to enforceability, to
general principles of equity regardless of whether enforcement is sought in a proceeding
in equity or at law;
(d) its execution and delivery of this Agreement and its performance of its
obligations hereunder do not and will not constitute or result in a default under, a breach
or violation of, or the creation of any lien or encumbrance on any of its property under,
its charter or bylaws (or equivalent organizational documents), or any other agreement,
instrument, law, ordinance, regulation, judgment, injunction or order applicable to it or
any of its property;
(e) all consents, authorizations and approvals requisite for its execution,
delivery and performance of this Agreement have been obtained and remain in full force
and effect and all conditions thereof have been duly complied with, and no other action
by, and no notice to or filing with, any governmental authority or regulatory body is
required for such execution, delivery or performance; and
(f) there is no proceeding pending or threatened against it at law or in equity,
or before any governmental instrumentality or in any arbitration, which would materially
impair its ability to perform its obligations under this Agreement, and there is no such
proceeding pending against it which purports or is likely to affect the legality, validity or
enforceability of this Agreement.
Section 4.02. Representations and Warranties of the Issuer. The Issuer represents
and warrants to the other parties hereto that:
(a) it is duly organized and validly existing under the laws of its jurisdiction,
incorporation or establishment;
(b) it has the power and the authority to enter into and perform its obligations
under this Agreement (including to pay the Termination Amount in accordance herewith
and to enter into and perform its obligations under the Financing Documents to which it
is a party);
(c) this Agreement has been duly authorized, executed and delivered by it
and, assuming the due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of it enforceable against it in
accordance with the terms hereof, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, and subject, as to enforceability, to
general principles of equity regardless of whether enforcement is sought in a proceeding
in equity or at law;
(d) its execution and delivery of this Agreement and its performance of its
obligations hereunder do not and will not constitute or result in a default under, a breach
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or violation of, or the creation of any lien or encumbrance on any of its property under,
its charter or bylaws (or equivalent organizational documents), or any other agreement
(including the other Financing Documents to which it is a party), instrument, law,
ordinance, regulation, judgment, injunction or order applicable to it or any of its property;
(e) all consents, authorizations and approvals requisite for its execution,
delivery and performance of this Agreement have been obtained and remain in full force
and effect and all conditions thereof have been duly complied with, and no other action
by, and no notice to or filing with, any governmental authority or regulatory body is
required for such execution, delivery or performance;
(f) there is no proceeding pending or threatened against it at law or in equity,
or before any governmental instrumentality or in any arbitration, which would materially
impair its ability to perform its obligations under this Agreement, and there is no such
proceeding pending against it which purports or is likely to affect the legality, validity or
enforceability of this Agreement or the Financing Documents;
(g) the amount specified in Exhibit E hereto for each Delivery Date as the
Deposit Amount therefor is the amount the Issuer is required to or has elected deposit
into the Debt Service Funds pursuant to the Resolutions on such Delivery Date, assuming
that no Bonds will have been defeased or redeemed on or prior to such date;
(h) it is not entitled to claim, and shall not assert any claim, with respect to
itself or its revenues, assets or property (irrespective of the use or intended use thereof),
of immunity on the grounds of sovereignty or similar grounds from suit, jurisdiction of
any court, relief by way of injunction, order for specific performance or for recovery of
property, attachment of its assets (whether before or after judgment, in aid of execution,
or otherwise) and execution or enforcement of any judgment to which it or its revenues,
assets or property might otherwise be entitled in any suit, action or proceeding relating to
this Agreement in the courts of any jurisdiction, nor may there be attributed to the Issuer
or its revenues, assets or property any such immunity (nor shall such attribution be
claimed by the Issuer);
(i) it has entered into this Agreement for purposes of managing its
borrowings or investments by increasing the predictability of its cash flow from earnings
on its investments and not for purposes of speculation;
0) each of the Financing Documents to which it is a party has been duly
authorized, executed and delivered by it;
(k) assuming the due authorization, execution and delivery thereof by the
other parties thereto, the Financing Documents to which it is a party constitute legal,
valid and binding obligations of the Issuer, enforceable against it in accordance with the
terms thereof, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally, and subject, as to enforceability, to general principles of
equity regardless of whether enforcement is sought in a proceeding in equity or at law;
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(1) the Financing Documents to which it is a party are in full force and effect
on the date hereof and no amendment, waiver or course of dealing has amended or
terminated any of the terms thereof since the original execution and delivery of the
Financing Documents to which it is a party, except such as may have been delivered to
the Provider pursuant to Section 6.01(e);
(m) no "event of default" or event which would with the passage of time or the
giving of notice constitute an event of default has occurred and is continuing under any of
the Financing Documents to which it is a party;
(n) it has not entered into any agreements providing for the investment of the
Debt Service Funds held under the Resolutions except for this Agreement;
(o) each of the documents delivered to the Provider or its counsel pursuant to
Section 6.01 are true, accurate and complete copies of such documents including all
amendments, modifications and supplements thereto through the Closing Date; and
(p) the Eligible Securities are permitted investments for amounts held in the
Debt Service Funds under the Resolutions and applicable law.
ARTICLE V
COVENANTS AND ACKNOWLEDGEMENTS
Section 5.01. Covenants. Each party hereto covenants to the other parties hereto that so
long as it shall have any obligations under this Agreement it shall:
(a) maintain in full force and effect all authorizations and agreements of, and
exemptions, consents, licenses, actions or approvals by, and all filings with or notices to,
any governmental or other authority that are required to be obtained or made by such
party with respect to this Agreement and will use all reasonable efforts to obtain or make
any that may become necessary in the future; and
(b) comply in all material respects with all applicable laws, rules, regulations
and orders to which it may be subject if failure so to comply could materially impair its
ability to perform its obligations under this Agreement.
Section 5.02. Additional Covenants of the Issuer.
(a) In addition to its covenants under Section 5.01, the Issuer covenants to the
other parties to this Agreement that so long as it shall have any obligations hereunder:
(i) it shall not partially or completely redeem, defease, purchase,
repurchase, tender or refund the Bonds unless it shall have sufficient funds to pay
the Termination Amount to the Provider pursuant to Section 3.01;
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(ii) on or before each Delivery Date it shall make payments of the
related Deposit Amount or Deposit Amounts in immediately available funds into
the Debt Service Fund; and
(iii) it shall not enter into, or consent to, any amendment or
modification of any of the Financing Documents to which it is a party which
could impair the rights of the Provider or the ability of the Issuer to perform its
obligations to the Provider hereunder; provided, however, that nothing contained
herein shall restrict the Issuer's ability to issue additional bonds under the
Indenture.
Section 5.03. Regarding the Financing Documents.
(a) The Issuer will observe, perform and fulfill each of its covenants and other
agreements in the Financing Documents to which it is a party. If any of the Financing
Documents cease to be in effect prior to the termination of this Agreement, such
covenants and other agreements (other than those provisions requiring payments in
respect of bonds, notes, warrants or other similar instruments issued under the Indenture)
shall be deemed to remain in full force and effect for purposes of this Agreement as
though set forth herein until such date on which all of the obligations of the Issuer under
this Agreement have been fully satisfied. Any amendment, supplement, modification or
waiver of any of such covenants or other agreements which shall have the effect of
impairing the ability of the Issuer to perform their respective obligations hereunder
without the prior written consent of the Provider shall have no force and effect with
respect to this Agreement.
(b) The Issuer shall provide the Provider with at least 10 Business Days prior
written notice of any proposed amendment, supplement or modification of the Financing
Documents to which it is a party whether or not the proposed amendment, supplement or
modification will adversely affect the rights or obligations of the Provider under this
Agreement. If the Issuer fails to comply with any covenants and other agreements in the
Financing Documents to which it is a party, the Issuer shall provide written notice of such
failure to the Provider within one Business Day thereof.
Section 5.04. Role of the Provider.
(a) It is expressly understood and agreed that for all purposes of this
Agreement and the transactions contemplated hereby, the Provider has acted solely as
independent contractor and has not acted as a financial or investment advisor, fiduciary or
agent of or to the Issuer, any paying agent for the Bonds, any representative of the
holders of the Bonds or any other person.
(b) Neither the Provider nor any of its directors, officers, employees, agents,
affiliates or representatives have made any investigation with respect to or have any
liability with respect to: (i) the tax treatment of interest paid on the Bonds; (ii) the
payment of any amounts owing on or with respect to the Bonds; (iii) the use or
application by the Issuer of any moneys payable to the Issuer hereunder; (iv) any acts or
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omissions of the Issuer under, or with respect to, the validity, tax exemption or
enforceability of, the Bonds or the Financing Documents; or (v) the Issuer's performance
of its obligations under the Bonds or the Financing Documents or any other agreement or
instrument with respect to the Bonds. Without limiting the foregoing, the Provider shall
have no duty to ascertain whether the Issuer is in compliance with any applicable statute,
regulation, law or the Financing Documents.
(c) The Issuer acknowledges that the economic terms of this Agreement have
been individually negotiated by it and that, to the extent it has deemed necessary, it has
consulted with its own legal, tax and investment advisors regarding its decision to enter
into this Agreement. While the Issuer understands that by entering into this Agreement it
is agreeing upon the rate of return it will receive during the term of this Agreement on
amounts held in the Debt Service Funds and is thereby minimizing the risks resulting
from fluctuations in interest rates during the term hereof, it is also foregoing the
possibility of receiving greater returns on such amounts from such fluctuations.
Section 5.05. Termination Amount. The Issuer understands that if under any of the
circumstances provided herein (including upon the occurrence of a partial or complete
redemption, refunding, tender, purchase, repurchase or defeasance of the Bonds on or prior to the
last Delivery Date), a Termination Amount would be due from the Issuer, the size of such
Termination Amount will vary depending, in large part, on prevailing interest rates at the time
such Termination Amount is calculated. Under certain market conditions the amount of the
Termination Amount owed to the Provider by the Issuer, could be substantial.
Section 5.06. Broker's Fees. The Issuer acknowledges that the Provider has paid
$45,000 as a broker's or arrangement fee to Kirkpatrick Pettis Capital Management.
occur:
ARTICLE VI
CLOSING CONDITIONS
Section 6.01. Closing Conditions. On or prior to the Closing Date the following shall
(a) delivery to the Issuer of an executed original opinion of counsel to the
Provider, in the form of Exhibit B;
(b) delivery to the Provider of an executed original opinion of counsel to the
Issuer, in the form of Exhibit C;
(c) delivery to the Provider of a copy of each of the Financing Documents;
(d) delivery to the Provider of a copy of any consent received by the Issuer to
enter into this Agreement;
(e) payment of the Fee Amount by the Provider to the Issuer; and
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(f) delivery to the Provider of a copy of any statutory or regulatory authority
pursuant to which the Issuer is authorized to enter into this Agreement or any resolution
or resolutions of the Issuer pursuant to which the Issuer is authorized to enter into this
Agreement.
Section 6.02. Post Closing Conditions. In the event that the Provider elects to close the
transactions described in this Agreement without requiring that all of the conditions set forth in
Section 6.01 be satisfied, the Issuer covenants and agrees that it shall cause all such unsatisfied
conditions to be satisfied and cause all original executed signature pages to this Agreement to be
delivered to the Provider within three Business Days of the Closing Date. In the event that all
such documents are not received by the Provider within three Business Days of the Closing Date,
the Issuer shall pay, on demand, the fees and expenses of counsel to the Provider incurred in
connection with the satisfaction of this Section 6.02.
F."Y'R 110161 DIL'/ I I
DEFAULTS; TERMINATION
Section 7.01. Issuer Events of Default. The occurrence of any of the following events
shall constitute an Issuer Event of Default:
(a) the Issuer shall fail for any reason to apply any funds in the Debt Service
Funds to purchase, at the Purchase Price therefor, any Qualified Securities delivered by
the Provider in accordance with this Agreement;
(b) the amount on deposit in the Debt Service Funds available for investment
hereunder on any Delivery Date is less than the Deposit Amount for such Delivery Date;
(c) the Issuer shall default in the performance of any covenant or obligation
under this Agreement, other than as described in clause (a) above and such default is not
cured within five Business Days of notice thereof from the Provider;
(d) any representation or warranty of the Issuer contained in this Agreement
proves to have been incorrect, false or misleading in any material respect as of the date
on which it was made;
(e) the Issuer is dissolved (other than pursuant to a consolidation,
amalgamation or merger) or becomes Insolvent;
(f) the interest and principal outstanding under the Bonds shall be declared
due and payable at any time prior to the scheduled maturity thereof;
(g) there shall be an investment of amounts in the Debt Service Funds other
than pursuant to or as permitted by this Agreement;
(h) the Issuer consolidates or amalgamates with, or merges with or into, or
transfers all or substantially all of its assets to, another entity (or, without limiting the
foregoing, if an entity such as an organization, board, commission, authority, agency or
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body succeeds to the principal functions of, or powers and duties granted to, the Issuer)
and, at the time of such consolidation, amalgamation, merger or transfer either (i) the
resulting, surviving or transferee entity fails to assume all of the obligations of the Issuer
under this Agreement or by operation of law or pursuant to an agreement reasonably
satisfactory to the other party to this Agreement, or (ii) the creditworthiness of the
resulting, surviving or transferee entity is materially weaker than that of the Issuer; or
(i) a default, event of default or other similar condition or event (however
described), including, without limitation, a default in making all or any portion of one or
more payments on the due date thereof (after giving effect to any applicable notice
requirement or grace period), occurs in respect of the Issuer under any of the Financing
Documents or one or more agreements or instruments relating to the Specified
Indebtedness of the Issuer.
Section 7.02. Remedies Upon Occurrence of Issuer Event of Default. Upon the
occurrence of an Issuer Event of Default, the Provider shall have the right to:
(a) redeliver to the Issuer or sell to any other purchaser the Qualified
Securities which were to be delivered in connection with any Delivery Date and which
have not theretofore been delivered to and purchased by the Issuer and make demand for
the payment of its losses (calculated in accordance with Section 7.03) arising out of the
Issuer's failure to purchase such Qualified Securities; and/or
(b) immediately terminate this Agreement by giving notice thereof to the
Issuer with a copy to the Issuer, and make demand upon the Issuer for the payment of the
Termination Amount, and the Issuer shall pay such amount to the Provider.
If a Termination Amount is payable pursuant to Section 7.02(b), the Issuer shall
promptly, but by no later than one Business Day after notice from the Provider that such amount
is due, pay such amount, in immediately available funds, to or at the direction of the Provider. If
any such amount is not paid when due, the Issuer shall pay interest on such amount for each date
such amount is due but not paid at the Default Rate. Any amounts payable pursuant to
Section 7.03 shall be payable upon demand as provided therein.
Section 7.03. Loss Amount if Failed or Late Purchase. Subject to Section 8.02, if
(a) the Issuer fails to apply any funds in the Debt Service Funds to purchase any Qualified
Securities delivered by the Provider in accordance with this Agreement, or (b) if on any Delivery
Date the amount on deposit in the Debt Service Funds available for investment hereunder is less
than the Deposit Amount for such Delivery Date, the Issuer shall pay to the Provider, as
liquidated damages for its losses and not as a penalty, on demand by the Provider, the sum of
(i) interest at the Default Rate on the Maturity Amount of the Qualified Securities which the
Provider tendered for delivery to, but were not purchased by, the Issuer for each day from and
including the delivery date thereof to but excluding the date on which such securities are resold
to a third party or to the Issuer, (ii) the excess, if any, of the Maturity Amount of such Qualified
Securities over the amount received by the Provider upon such resale of the securities (the
"Shortfall Amount"), (iii) interest at the Default Rate on the Shortfall Amount from and
including the resale date to but excluding the date on which the Issuer compensates the Provider
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for its losses as described herein, and (iv) any incidental costs and expenses including reasonable
legal fees and expenses ("Incidental Expenses") incurred by the Provider in connection with the
Issuer's failure to so purchase such Qualified Securities; provided that if the Provider elects not
to redeliver the Qualified Securities to the Issuer or resell such Qualified Securities to a third
party, the Provider's damages shall be calculated as the sum of (1) the excess of the Maturity
Amount of the Qualified Securities which the Issuer failed to purchase over the Market Value
thereof; (2) interest at the Default Rate on such excess from the date of attempted delivery to the
Issuer in accordance with this Agreement to but excluding the date on which the Issuer
compensates the Provider for its losses and (3) any Incidental Expenses. All calculations of
default interest herein shall be calculated on the basis of daily compounding. Notwithstanding
the foregoing, if the Provider does not on any date cause the delivery of Qualified Securities
because the amount in the Debt Service Funds are less than the Deposit Amount, the Loss
Amount shall equal the sum of (I) the amount, if any, by which the aggregate Maturity Amount
of the Qualified Securities which the Provider could have caused to be delivered exceeds the
market value thereof (as reasonably determined by the Provider as of the date such tender was to
be made) and (1I) interest on such amount at the Default Rate for each date from the date such
securities could have been delivered to the next succeeding Bond Payment Date plus any
amounts specified in clause (ii) above.
Section 7.04. Application of Excess Funds. The Issuer hereby agrees that if at any time
any amounts are due the Provider from the Issuer in connection with an Issuer Event of Default,
the Issuer shall, upon demand from the Provider apply any funds available under the Resolutions
which are not subject to the lien of the Resolutions (including any funds which would otherwise
be released to the Issuer) to the payment of such amounts.
Section 7.05. Limitation on Rights.
(a) The Provider shall not have any right to any amounts held in the Debt
Service Funds except as expressly provided herein upon the delivery of a Qualified
Security in accordance with this Agreement. Once paid to the Provider, neither the
Issuer, the Bondholders or any person other than the Provider shall have any rights to the
Purchase Price.
(b) All Qualified Securities sold to the Issuer pursuant hereto are owned by
the Issuer and not by the Provider. No party hereto shall have recourse against the
Provider for any failure by the issuer or obligor of any Qualified Securities to perform its
obligations with respect to the Qualified Securities.
(c) Anything provided herein to the contrary notwithstanding, the obligations
of the Issuer hereunder shall be special limited obligations of the Issuer, payable solely
from legally available non -ad valorem revenues of the Issuer budgeted and appropriated
for such purpose. In no event shall the Provider have a lien or amounts held pursuant to
the Resolutions, or the revenues pledged thereunder, or the right to compel the exercise of
the taxing power of the Issuer to provide for the payment of any of the obligations
hereunder.
04-153100.5
City of Tamarac Florida W13#557 - 04/04 19
Section 7.06. No Waiver; Remedies Cumulative. No failure or delay on the Provider's
part in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right or remedy preclude any other or further exercise
thereof or the exercise of any other right or remedy. The Provider's rights and remedies
hereunder are cumulative and not exclusive of any rights or remedies provided by law, this
Agreement or otherwise. None of the terms or provisions of this Agreement may be waived,
modified or amended except as provided in Section 9.05.
ARTICLE VIII
THE CUSTODIAN
Section 8.01. Appointment of Custodian. The Issuer hereby appoints the Custodian as
custodian for the amounts held in the Debt Service Funds and transferred to the Custodian and
for the Qualified Securities transferred to the Custodian hereunder. The Custodian shall invest
such amounts transferred to it by the Issuer pursuant to this Agreement.
Section 8.02. Liability of the Custodian; Consultation with Legal Counsel.
(a) The Custodian shall not be liable to any person for any action taken or
neglected to be taken in performing or attempting to perform its obligations hereunder, in
preserving or seeking to preserve the funds it maintains under the Indenture or in
purchasing the Qualified Securities tendered pursuant to this Agreement, except for
actions arising from its negligence or willful misconduct, from its intentional or knowing
nonperformance of its obligations under this Agreement.
(b) The Custodian may consult with counsel reasonably satisfactory to the
Provider with respect to any question relating to its duties or responsibilities hereunder or
otherwise in connection herewith and, except as expressly provided herein, shall not be
liable for any action taken, suffered or omitted by the Custodian in good faith upon the
advice of such counsel. The Custodian may act through its officers, employees, agents
and attorneys.
Section 8.03. Payment of Custodian Fees. The Provider has no liability or
responsibility for payment of the Custodian's fees or expenses for its services hereunder,
including any such fees or expenses arising out of or in connection with the liquidation of the
Qualified Securities as provided herein. The Custodian shall be entitled to receive such fees and
expenses for its services as Custodian as shall be agreed to by Issuer and the Custodian. The
Custodian shall not have and hereby waives any claim to or lien on any funds deposited with it
hereunder and hereby acknowledges that such funds are trust funds pursuant to the respective
Resolutions and are subject to a pledge and lien thereon in favor of the owners of the respective
Bonds.
04-153100.5
City of Tamarac Florida W13#557 - 04/04 20
0'A MAA"
MISCELLANEOUS
Section 9.01. Notices and Delivery Instructions. All notices, demands or other
communications hereunder shall be given or made in writing and shall be delivered personally,
or sent by certified or registered mail, postage prepaid, return receipt requested, or overnight
delivery service or facsimile to the party to whom they are directed at the following addresses, or
facsimile numbers or at such other addresses or facsimile numbers as may be designated by
notice from such party to all other parties:
To the Provider: Wachovia Bank, N.A.
CIB Group
201 South College Street, NC 0601
Charlotte, NC 28288-0601
Attention: Ms. Jamie Kaminski
Telephone: (704) 383-1944
Wachovia Bank, N.A.
CIB Group
One Wachovia Center
301 South College Street, DC 8
Charlotte, NC 28288-0600
Attention: Mr. Bruce M. Young
Senior Vice President
Telephone: (704) 383-5485
Delivery: BK of NYC/FUNBBT
ABA #: 021000018
Payments to Provider: Wachovia Bank, N.A.
Fed. ABA No. 053000219
Account #: 04659360006116
Provider Settlements: Municipal Support
Telephone: (704) 383-9408 or (704) 374-2146
Facsimile: (704) 383-9026
US Government and Agency Issues:
Fed Book Entry
ABA 021000018
Bk of NYC/FUNBBT
Mortgage Backed Securities:
Bk ofNYC/FUNBTMBS
ABA 021000018
04-153100.5
City of Tamarac Florida WB#557 - 04/04 21
DTC Book Entry:
Participant: 2072
Agent Bank: 52196
Institutional ID: 52196
Physical:
The Bank of New York
1 Wall Street
3rd Floor -Window B
ASP# 117629
Global Instructions: CEDEL No. 86013
To the Custodian: J.P. Morgan Trust Company, N.A.
Institution Trust Services
10151 Deerwood Park Boulevard
Building 400, 5th Floor
Jacksonville, FL 32256
Attention: Ms. Jane E. Pope
Telephone: (904) 620-6080
Facsimile: (904) 620-6444
E-mail: jane.e.pope@jpmorgan.com
Delivery Notices
To Custodian: Ms. Rhonda Strickland
J.P. Morgan Trust Company, N.A.
6525 W. Campus Oval, Floor 2
New Albany, OH 43054
Telephone: (614) 775-4243
Facsimile: (614) 775-5640
Payments to
Custodian: JPMorgan Chase Bank (NY, NY)
ABA #: 021000021
For: Corporate Trust Services
Account #: 507-198-883
FFC: Tamarac, Fl/Acct: 10208212.1
Custodian Settlement: JPMChase/Gust
ABA #: 021000021
Ref: C29900
FFFC: Tamarac, Fl/Acct: 10208212.1
04-153100.5
City of Tamarac Florida W13#557 - 04/04 22
To the Issuer: City of Tamarac, Florida
7525 NW 88th Avenue
Tamarac, FL 33321
Ms. Dona Newman
Telephone: (954) 724-1310
Facsimile: (954) 724-1321
E-mail: donan@tamarac.org
Issuer's Tax Payer I.D. #: 59-1039552
Any notice, demand or other communication given in a manner prescribed in this Section
shall be deemed to have been delivered on receipt.
Section 9.02. Binding Effect; Transfer. This Agreement shall be binding upon the
Custodian, the Issuer and the Provider and upon their respective permitted successors and
transferees. The Provider shall be entitled to transfer this Agreement, and its interests and
obligations hereunder (a) without the consent of the Issuer, to any subsidiary or affiliate of the
Provider, or to any office, branch or subsidiary of any affiliate of the Provider by giving written
notice to the Issuer and the Custodian of such transfer and the name of the transferee and (b) with
the Issuer's prior written consent (such consent not to be unreasonably withheld, conditioned or
delayed), to any other person; provided however, that if the Issuer has not consented or objected
to such transfer in writing within 10 Business Days of the Provider's request therefor, the
Issuer's consent shall be deemed to have been given and the Provider may transfer this
Agreement. Such transferee shall immediately assume the rights and obligations of the Provider
hereunder and upon such transfer shall for all purposes become the Provider under this
Agreement. Neither the Issuer nor the Custodian may transfer this Agreement without the prior
written consent of the Provider.
Section 9.03. Limitation. Nothing expressed or implied herein is intended or shall be
construed to confer upon any person, firm or corporation other than the parties hereto, any right,
remedy or claim by reason of this Agreement or any term hereof, and all terms contained herein
shall be for the sole and exclusive benefit of the parties hereto, and their successors and
permitted transferees.
Section 9.04. Severability. If one or more provisions of this Agreement or the
applicability of any such provisions to any set of circumstances shall be determined to be invalid
or ineffective for any reason, such determination shall not affect the validity and enforceability
of the remaining provisions or the applicability of the same provisions or any of the remaining
provisions to other circumstances.
Section 9.05. Amendments, Changes and Modifications. This Agreement may be
amended or any of its terms modified only by a written document authorized, executed and
delivered by each of the parties hereto.
Section 9.06. Counterparts. This Agreement may be executed in one or more
counterparts and when each party hereto has executed at least one counterpart, this Agreement
shall become binding on all parties and such counterparts shall be deemed to be one and the
same document.
04-153100.5
City of Tamarac Florida W13#557 - 04/04 23
Section 9.07. Termination. Unless earlier terminated pursuant to Sections 3.01, 7.02,
or 10.01, this Agreement shall terminate on the last Bond Payment Date set forth in Exhibit E.
Section 9.08. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes all oral
communication and prior writings with respect thereto.
Section 9.09. Delivery of Financial Statements. The Issuer agrees that it will deliver to
the Provider its annual financial statements, promptly upon their availability.
Section 9.10. Submission to Jurisdiction. The Provider, the Custodian and the Issuer
each hereby irrevocably submits to the nonexclusive jurisdiction of any court of the State of
Florida for the purpose of any suit, action or other proceeding arising out of this Agreement, or
any of the agreements or transactions contemplated hereby, at the election of the party initiating
any such suit, action or other proceeding, which is brought by or against the Provider, the
Custodian or the Issuer, and the parties each hereby irrevocably agrees that all claims in respect
of any such suit, action or proceeding may be heard and determined by any such court.
Section 9.11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York; provided, however, that the obligations of
the Issuer hereunder shall be governed by and construed in accordance with the laws of the State
of Florida.
Section 9.12. Use of Qualified Dealer. The Provider may use a Qualified Dealer in
effecting the sales of Qualified Securities as contemplated herein.
F4", -0 IQ_Il aka
DOWNGRADE
Section 10.01. Downgrade.
(a) In the event that the rating assigned to the senior unsecured long-term debt
obligations of the Provider is suspended, withdrawn or falls below "A-" by S&P or "AY'
by Moody's, the Provider shall provide written notice of such event to the Issuer within
15 Business Days of its occurrence. Following the delivery of such notice, the Issuer
shall have the right to terminate this Agreement by delivery of 15 Business Days' prior
written notice to the Provider. If within 45 days after receipt of the written notice from
the Provider of such downgrade event, the Issuer has not delivered the notice electing to
terminate this Agreement, the Issuer's right to terminate by reason of the occurrence of
such downgrade event shall lapse and terminate; provided, however, that if such ratings
are subsequently suspended, withdrawn or reduced, the right to terminate this Agreement
pursuant to this Section 10.01(a) shall be renewed for 45 days. In the event the Issuer
delivers the written notice of its election to terminate this Agreement by reason of the
occurrence of such downgrade event as provided above, the Provider shall have the right
(with the prior written consent of the Bond Insurer) to (i) assign this Agreement on or
prior to the termination date set forth in the Issuer's notice to a party the senior unsecured
long-term debt obligations or claims -paying ability of which are rated "A-" or higher by
04-153100.5
City of Tamarac Florida W13#557 - 04/04 24
S&P or "AY or higher by Moody's; (ii) obtain a guaranty of its obligations under this
Agreement on or prior to the termination date set forth in the Issuer's notice from a party
the senior unsecured long-term debt obligations or claims -paying ability of which are
rated "A-" or higher by S&P or "AY or higher by Moody's; or (iii) post additional
Eligible Securities to secure its obligation to pay Termination Amount hereunder. The
Issuer agrees to cooperate with the Provider in order to facilitate any such action. In the
event the Issuer elects to terminate this Agreement as provided above action is not taken
by the Provider as provided above, this Agreement shall terminate on the date specified
in the Issuer's notice of termination, the Provider shall determine the Termination
Amount and the Issuer shall pay such amount to the Provider.
(b) If the Termination Amount is payable pursuant to this Section 10.01, the
party owing such amount shall promptly, but by no later than one Business Day after
notice that such amount is due, pay such amount, in immediately available funds, to or at
the direction of the party to whom such Termination Amount is due.
[Remainder of page intentionally left blank]
04-153100.5
City of Tamarac Florida W13#557 - 04/04 25
IN WITNESS WHEREOF, the Custodian, the Issuer and the Provider have caused this
Debt Service Forward Delivery Agreement to be executed by their respective duly authorized
officers, all as of the date and year first above written.
J.P. MORGAN TRUST COMPANY, N.A., as
Custodian
By Xal"'l (f' �_..
Name Jade E. Pope
Title Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION
By
Name
Title
04-153100.4
City of Tamarac Florida W13#557 - 04/04 26
IN WITNESS WHEREOF, the Custodian, the Issuer and the Provider have caused this
Debt Service Forward Delivery Agreement to be executed by their respective duly authorized
officers, all as of the date and year first above written.
J.P. MORGAN TRUST COMPANY, N.A., as
Custodian
By_
Name
Title
WACHOVIA BANK, NATIONAL
ASSOCIATION
Z
y
Name Adam Hmard
Title Vice President
04-1531.00-5
City of Tamarac Florida WB#557 - 04/04 26
CITY OF TAMARAC
_ / ?
,Aoe Schreiber
Mayor
By:
Dona J. �wman
Director of Finance
ATTEST
B y.
-;�dnon wtnson, CMC
-amity
JeffreP L. Mill r
City Manager
I HERE Y C T that I have ap „roved this Agreement as to form
By:
Mitchell 9-: aft
City Attorney
04-153100.4
City of Tamarac Florida WB#557 - 04/04 27
EXHIBIT A
ELIGIBLE SECURITIES
(a) direct, full faith and credit, non -callable 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 obligations on which the timely payment of the
principal of and interest are fully and unconditionally guaranteed by the United States of
America.
(b) Senior debt obligations of the Federal Home Loan Mortgage Corporation,
Federal Home Loan Bank System or Federal National Mortgage Association.
(c) commercial paper rated at least "A-1+" by S&P and "P-1" by Moody's;
provided, however securities described in paragraph (c) shall only constitute Eligible
Securities if any of the securities described in paragraph (b) are no longer rated "AAA"
by S&P and "Aaa" by Moody's.
04-153100.5
City of Tamarac Florida WB#557 - 04/04
EXHIBIT B
OPINION OF COUNSEL TO PROVIDER
[LETTERHEAD OF COUNSEL TO PROVIDER]
April 30, 2004
City of Tamarac, Florida
7525 NW 88th Avenue
Tamarac, FL 33321
J.P. Morgan Trust Company, N.A.
Institution Trust Services
10151 Deerwood Park Boulevard
Building 400, 5th Floor
Jacksonville, FL 32256
City of Tamarac, Florida
Capital Improvement Revenue Bonds
Series 2004
Ladies and Gentlemen:
We have acted as counsel to Wachovia Bank, National Association (the "Provider"), in
connection with its execution and delivery of the Debt Service Forward Delivery Agreement,
dated as of April 30, 2004 (the "Agreement"), by and among City of Tamarac, Florida, (the
"Issuer"), J.P. Morgan Trust Company, N.A. (the "Custodian") and the Provider. Capitalized
terms used herein and not defined herein have the respective meanings given to them in the
Agreement.
In rendering this opinion, we have examined among other things, a copy of the
Agreement.
Based upon the foregoing examination and review, we are of the opinion that:
(a) The Provider has full corporate power and authority to enter into the
Agreement.
(b) The Agreement has been duly authorized, executed and delivered by the
Provider and constitutes a legal, valid and binding obligation of the Provider, enforceable
against it in accordance with the terms thereof, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).
04-153100.5
City of Tamarac Florida W13#557 - 04/04
In connection with the foregoing, we have also examined originals or copies satisfactory
to us of all such corporate records, agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with the authentic original documents
of all documents submitted to us as copies.
In giving the opinions expressed below we do not purport to be expert in or generally
familiar with or qualified to express legal opinions based on the laws of any jurisdiction other
than the federal laws of the United States and the laws of the State of New York and the opinions
expressed herein are limited to the federal laws of the United States and the laws of the State of
New York.
This opinion is limited to the matters expressly set forth above, and no opinion is implied
or may be inferred beyond the matters expressly so stated. This opinion is delivered to you, and
any rating agency referenced in the preceding paragraph, in connection with the
above -referenced transaction and may not be utilized or quoted by you, or such rating agency,
for any other purpose whatsoever or delivered to any other person without our prior written
consent.
Very truly yours,
04-153100.5
City of Tamarac Florida WB#557 - 04/04 B-2
EXHIBIT C
OPINION OF COUNSEL TO ISSUER
[LETTERHEAD OF COUNSEL TO ISSUER]
April 30, 2004
J.P. Morgan Trust Company, N.A.
Institution Trust Services
10151 Deerwood Park Boulevard
Building 400, Sth Floor
Jacksonville, FL 32256
Wachovia Bank, National Association
CIB Group
One Wachovia Center
301 South College Street
Charlotte, NC 28288-0601
City of Tamarac, Florida
Capital Improvement Revenue Bonds
Series 2004
Ladies and Gentlemen:
I have acted as counsel to City of Tamarac, Florida (the "Issuer") in connection with its
execution and delivery of the Debt Service Forward Delivery Agreement, dated as of April 30,
2004 (the "Agreement"), by and among the Issuer, J.P. Morgan Trust Company, N.A. (the
"Custodian") and Wachovia Bank, National Association (the "Provider") and its execution and
delivery of the Financing Documents. Capitalized terms used herein and not defined herein have
the respective meanings given to them in the Agreement.
In rendering this opinion, we have examined, among other things, copies of the
Agreement and the Financing Documents.
In connection with the foregoing, we have also examined originals or copies satisfactory
to us of all such corporate records, agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures (other than those of the Issuer),
the authenticity of all documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies.
In giving the opinions expressed below we do not purport to be experts in or generally
familiar with or qualified to express legal opinions based on the laws of any jurisdiction other
04-153100.5
City of Tamarac Florida W13#557 - 04/04
than the federal laws of the United States of America and the laws of the State of Florida (the
"State").
Based upon the foregoing examination and review, we are of the opinion that:
(a) The Issuer has full legal right, power and authority to enter into the
Agreement and the Financing Documents and to authorize and direct the Custodian,
pursuant to the Agreement, to make purchases of the Qualified Securities in accordance
with the terms therein.
(b) The Agreement and the Financing Documents to which it is a party have
been duly authorized, executed and delivered by the Issuer.
(c) Assuming for purposes of the opinion expressed in this paragraph (c) that
the Agreement were governed by and construed in accordance with the laws of the State
the Agreement is a legal, valid and binding obligation of the Issuer, enforceable against it
in accordance with the terms thereof, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a proceeding
in equity or at law).
(d) The Issuer's execution and delivery of the Agreement and the performance
of its obligations thereunder do not and will not conflict with or constitute or result in a
default under, a breach or violation of, or the creation of any lien or encumbrance on any
of its property under the Financing Documents or any other agreement, instrument,
judgment, injunction or order applicable to it or any of its property.
(e) The Financing Documents to which the Issuer is a party are legal, valid
and binding obligations of the Issuer, enforceable against it in accordance with the terms
thereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors
rights generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) The Issuer is not entitled to claim immunity on the grounds of sovereignty
or other similar grounds with respect to itself or its revenues or assets (irrespective of
their use or intended use) from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of property, (iv) attachment of
its assets (whether before or after judgment) or (v) execution or enforcement of any
judgment to which it or its revenues or assets might otherwise be made subject to in any
suit, action or proceedings relating to this Agreement brought validly ex contractu in the
courts of any jurisdiction and no such immunity (whether or not claimed) may be
attributed to the Issuer or its revenues or assets.
(g) All consents, authorizations and approvals requisite for the Issuer's
execution, delivery and performance of this Agreement have been obtained and remain in
full force and effect and all conditions thereof have been duly complied with, and no
other action by, and no notice to or filing with, any governmental authority, regulatory
body or any other entity is required for such execution, delivery or performance.
04-153100.5
City of Tamarac Florida W13#557 - 04/04 C-2
(h) The Eligible Securities to be delivered under the Agreement are permitted
investments for amounts held in the Debt Service Funds under the Resolutions and
applicable law.
I am furnishing this opinion to you solely for your benefit and no other person is entitled
to rely hereon. This opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
Very truly yours,
04-153100.5
City of Tamarac Florida WB#557 - 04/04 C-3
EXHIBIT D
DELIVERY DATES
Delivery Date*
Bond Payment Date*
Deposit Amount
05/03/04
06/01/04
$1,545,794.00
06/01/04
07/01/04
$1,918,691.00
07/01/04
08/01/04
$2,291,588.00
08/01/04
09/01/04
$2,664,485.00
09/01/04
10/01/04
$3,037,382.00
10/01/04
11/01/04
$805,206.00
11 /01 /04
12/01 /04
$1,195,408.00
12/01/04
01/01/05
$1,585,611.00
01/01/05
02/01/05
$1,975,814.00
02/01/05
03/01/05
$2,366,016.00
03/01/05
04/01/05
$2,756,219.00
04/01/05
05/01/05
$1,339,840.00
05/01/05
06/01/05
$1,729,678.00
06/01/05
07/01/05
$2,119,515.00
07/01/05
08/01/05
$2,509,352.00
08/01 /05
09/01/05
$2,899,190.00
09/01/05
10/01/05
$3,289,027.00
10/01/05
11/01/05
$817,504.00
11/01/05
12/01/05
$1,207,504.00
12/01/05
01/01/06
$1,597,505.00
01/01/06
02/01/06
$1,987,505.00
02/01/06
03/01/06
$2,377,506.00
03/01/06
04/01/06
$2,767,506.00
04/01/06
05/01/06
$1,392,806.00
05/01/06
06/01/06
$1,783,109.00
06/01 /06
07/01 /06
$2,173,412.00
07/01/06
08/01/06
$2,563,715.00
08/01 /06
09/01 /06
$2,954,018.00
09/01/06
10/01/06
$3,344,321.00
10/01/06
11/01/06
$835,555.00
11 /01 /06
12/01 /06
$1,226,107.00
12/01/06
01 /01/07
$1,616,660.00
01 /01 /07
02/01 /07
$2,007,212.00
02/01/07
03/01/07
$2,397,764.00
* If any Delivery Date or Bond Payment Date specified above is not a Business Day, such date will be the
immediately succeeding Business Day; provided, however, that with respect to any date specified as a Bond
Payment Date, the determination of whether such date is a Business Day shall be made without giving effect to
clauses (c), (d), (e), (f) and (g) of the definition of Business Day.
04-153100.5
City of Tamarac Florida W134557 - 04/04
03/01/07
04/01/07
$2,788,316.00
04/01/07
05/01/07
$1,450,606.00
05/01/07
06/01/07
$1,841,210.00
06/01/07
07/01/07
$2,231,813.00
07/01/07
08/01/07
$2,622,416.00
08/01/07
09/01/07
$3,013,020.00
09/01/07
10/01/07
$3,403,623.00
10/01/07
11/01/07
$853,340.00
11 /01/07
12/01/07
$1,244,178.00
12/01/07
01/01/08
$1,635,015.00
01/01/08
02/01/08
$2,025,852.00
02/01/08
03/01/08
$2,416,690.00
03/01/08
04/01/08
$2,807,527.00
04/01/08
05/01/08
$1,510,895.00
05/01/08
06/01/08
$1,901,788.00
06/01/08
07/01/08
$2,292,680.00
07/01/08
08/01/08
$2,683,572.00
08/01/08
09/01/08
$3,074,465.00
09/01/08
10/01/08
$3,465,357.00
10/01/08
11/01/08
$873,800.00
11/01/08
12/01 /08
$1,265,096.00
12/01/08
01/01/09
$1,656,393.00
01 /01 /09
02/01 /09
$2,047,689.00
02/01/09
03/01/09
$2,438,986.00
03/01/09
04/01/09
$2,830,282.00
04/01/09
05/01 /09
$1,576,061.00
05/01 /09
06/01 /09
$1,967,120.00
06/01/09
07/01 /09
$2,358,178.00
07/01/09
08/01/09
$2,749,236.00
08/01/09
09/01/09
$3,140,295.00
09/01/09
10/01/09
$3,531,353.00
10/01/09
11/01/09
$809,080.00
11/01/09
12/01/09
$1,115,657.00
12/01/09
01/01/10
$1,422,234.00
01 /01 /10
02/01 /10
$1,728,810.00
02/01/10
03/01/10
$2,035,387.00
03/01/10
04/01/10
$2,341,964.00
04/01/10
05/01/10
$1,051,666.00
05/01/10
06/01/10
$1,358,329.00
06/01/10
07/01/10
$1,664,992.00
07/01/10
08/01 /10
$1,971,655.00
08/01/10
09/01/10
$2,278,318.00
09/01/10
10/01/10
$2,584,981.00
10/01/10
11/01/10
$830,829.00
11/01/10
12/01/10
$1,136,655.00
12/01 /10
01 /01 /11
$1,442,481.00
04-153100.5
City of Tamarac Florida W13#557 - 04/04 C-2
01/01/11
02/01/11
$1,748,306.00
02/01/11
03/01/11
$2,054,132.00
03/01/11
04/01/11
$2,359,958.00
04/01/11
05/01/11
$1,086,080.00
05/01/11
06/01/11
$1,392,156.00
06/01/11
07/01/11
$1,698,233.00
07/01/11
08/01/11
$2,004,309.00
08/01/11
09/01/11
$2,310,386.00
09/01/11
10/01/11
$2,616,462.00
10/01/11
11/01/11
$753,443.00
11/01/11
12/01/11
$956,883.00
12/01/11
01/01/12
$1,160,323.00
01/01/12
02/01/12
$1,363,762.00
02/01/12
03/01/12
$1,567,202.00
03/01/12
04/01/12
$1,770,642.00
04/01/12
05/01/12
$408,016.00
05/01/12
06/01/12
$611,029.00
06/01/12
07/01/12
$814,043.00
07/01/12
08/01/12
$1,017,056.00
08/01/12
09/01/12
$1,220,069.00
09/01/12
10/01/12
$1,423,082.00
10/01/12
11/01/12
$775,639.00
11/01/12
12/01/12
$978,774.00
12/01/12
01/01/13
$1,181,910.00
01/01/13
02/01/13
$1,385,046.00
02/01/13
03/01/13
$1,588,181.00
03/01/13
04/01 /13
$1,791,317.00
04/01/13
05/01/13
$415,724.00
05/01/13
06/01/13
$618,945.00
06/01/13
07/01 /13
$822,166.00
07/01/13
08/01/13
$1,025,387.00
08/01/13
09/01/13
$1,228,608.00
09/01/13
10/01/13
$1,431,829.00
10/01/13
11/01/13
$803,235.00
11 /01/13
12/01/13
$1,006,466.00
12/01/13
01/01/14
$1,209,698.00
01/01/14
02/01/14
$1,412,929.00
02/01/14
03/01/14
$1,616,161.00
03/01/14
04/01/14
$1,819,392.00
04/01/14
05/01/14
$423,046.00
05/01/14
06/01/14
$626,089.00
06/01/14
07/01/14
$829,133.00
07/01/14
08/01/14
$1,032,176.00
08/01/14
09/01/14
$1,235,219.00
09/01/14
10/01/14
$1,438,262.00
10/01/14
11/01/14
$830,856.00
04-153100.5
City of Tamarac Florida WB#557 - 04/04 C-3
11/01/14
12/01/14
$1,034,209.00
12/01/14
01/01/15
$1,237,563.00
01/01/15
02/01/15
$1,440,916.00
02/01/15
03/01/15
$1,644,269.00
03/01/15
04/01/15
$1,847,622.00
04/01/15
05/01/15
$433,677.00
05/01/15
06/01/15
$637,352.00
06/01/15
07/01/15
$841,026.00
07/01/15
08/01/15
$1,044,700.00
08/01/15
09/01/15
$1,248,375.00
09/01 /15
10/01 /15
$1,452,049.00
10/01/15
11/01/15
$863,471.00
11/01/15
12/01/15
$1,066,938.00
12/01/15
01/01/16
$1,270,406.00
01/01/16
02/01/16
$1,473,874.00
02/01/16
03/01/16
$1,677,341.00
03/01/16
04/01/16
$1,880,809.00
04/01/16
05/01/16
$440,965.00
05/01/16
06/01/16
$644,427.00
06/01/16
07/01/16
$847,889.00
07/01/16
08/01/16
$1,051,350.00
08/01/16
09/01/16
$1,254,812.00
09/01/16
10/01/16
$1,458,274.00
10/01/16
11/01/16
$896,048.00
11/01/16
12/01/16
$1,099,593.00
12/01/16
01/01/17
$1,303,139.00
01/01/17
02/01/17
$1,506,684.00
02/01/17
03/01/17
$1,710,229.00
03/01/17
04/01/17
$1,913,774.00
04/01/17
05/01/17
$451,048.00
05/01/17
06/01/17
$654,593.00
06/01/17
07/01/17
$858,139.00
07/01/17
08/01/17
$1,061,684.00
08/01/17
09/01/17
$1,265,229.00
09/01 /17
10/01 / 17
$1,468,774.00
10/01/17
11/01/17
$931,065.00
11/01 /17
12/01/17
$1,134,627.00
12/01/17
01/01/18
$1,338,189.00
01/01/18
02/01/18
$1,541,750.00
02/01/18
03/01/18
$1,745,312.00
03/01/18
04/01/18
$1,948,874.00
04/01/18
05/01/18
$460,770.00
05/01/18
06/01/18
$664,037.00
06/01/18
07/01/18
$867,305.00
07/01/18
08/01/18
$1,070,572.00
08/01/18
09/01/18
$1,273,839.00
04-153100.5
City of Tamarac Florida W13#557 - 04/04 C-4
09/01/18
10/01 /18
$1,477,106.00
10/01/18
11/01/18
$965,677.00
11/01/18
12/01/18
$1,168,851.00
12/01/18
01/01/19
$1,372,026.00
01/01/19
02/01/19
$1,575,200.00
02/01/19
03/01/19
$1,778,374.00
03/01/19
04/01/19
$1,981,548.00
04/01/19
05/01/19
$413,004.00
05/01/19
06/01/19
$558,506.00
06/01/19
07/01/19
$704,007.00
07/01/19
08/01/19
$849,508.00
08/01/19
09/01/19
$995,010.00
09/01/19
10/01/19
$1,140,511.00
10/01/19
11/01/19
$600,715.00
11/01/19
12/01/19
$746,427.00
12/01/19
01/01/20
$892,140.00
01/01/20
02/01/20
$1,037,852.00
02/01/20
03/01/20
$1,183,564.00
03/01/20
04/01/20
$1,329,276.00
04/01/20
05/01/20
$425,674.00
05/01/20
06/01/20
$571,344.00
06/01 /20
07/01 /20
$717,015.00
07/01/20
08/01/20
$862,685.00
08/01/20
09/01/20
$1,008,356.00
09/01/20
10/01/20
$1,154,026.00
10/01/20
11/01/20
$622,857.00
11/01/20
12/01/20
$768,211.00
12/01/20
01/01/21
$913,565.00
01/01/21
02/01/21
$1,058,918.00
02/01 /21
03/01 /21
$1,204,272.00
03/01/21
04/01/21
$1,349,626.00
04/01/21
05/01/21
$435,544.00
05/01/21
06/01/21
$581,086.00
06/01 /21
07/01 /21
$726,627.00
07/01 /21
08/01 /21
$872,168.00
08/01/21
09/01/21
$1,017,710.00
09/01 /21
10/01 /21
$1,163,251.00
10/01/21
11/01/21
$648,001.00
11 /01 /21
12/01 /21
$793,499.00
12/01/21
01/01/22
$938,997.00
01 /01 /22
02/01 /22
$1,084,495.00
02/01/22
03/01/22
$1,229,993.00
03/01/22
04/01/22
$1,375,491.00
04/01/22
05/01/22
$360,064.00
05/01/22
06/01/22
$417,624.00
06/01/22
07/01/22
$475,185.00
04-153100.5
City of Tamarac Florida W13#557 - 04/04 C-5
07/01/22
08/01/22
$532,745.00
08/01/22
09/01/22
$590,306.00
09/01/22
10/01/22
$647,866.00
10/01/22
11/01/22
$57,795.00
11/01 /22
12/01/22
$115,586.00
12/01/22
01/01/23
$173,378.00
01/01/23
02/01/23
$231,170.00
02/01/23
03/01/23
$288,961.00
03/01/23
04/01/23
$346,753.00
04/01/23
05/01/23
$375,295.00
05/01/23
06/01/23
$433,086.00
06/01/23
07/01/23
$490,878.00
07/01/23
08/01/23
$548,670.00
08/01/23
09/01/23
$606,461.00
09/01 /23
10/01 /23
$664,253.00
10/01/23
11/01/23
$57,914.00
11/01/23
12/01/23
$115,824.00
12/01/23
01/01/24
$173,735.00
01 /01 /24
02/01 /24
$231,645.00
02/01/24
03/01/24
$289,556.00
03/01/24
04/01/24
$347,466.00
04/01/24
05/01/24
$390,414.00
05/01/24
06/01/24
$448,324.00
06/01/24
07/01/24
$506,235.00
07/01 /24
08/01 /24
$564,145.00
08/01/24
09/01/24
$622,056.00
09/01/24
10/01/24
$679,966.00
04-153100.5
City of Tamarac Florida 'W13#557 - 04/04 C-6
KUTAK ROCK LLP
CHICAGO
DENVER
SUITE 2100
DES MOINES
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IRVINE
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404-222-4600
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FACSIMILE 404-222-4654
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PASADENA
www.kutakrock.cOm
RICHMON❑
SCOTTSDALE
April 30, 2004
WICH,
AOTON
City of Tarnarac, Florida
7525 NW 88th Avenue
Tamarac, FL 33321
J.P. Morgan Trust Company, N.A.
Institution Trust Services
10151 Deerwood Park Boulevard
Building 400, 5th Floor
Jacksonville, FL 32256
City of Tamarac, Florida
Capital Improvement Revenue Bonds
Series2004
Ladies and Gentlemen:
We have acted as counsel to Wachovia Bank, National Association (the "Provider"), in.
connection with its execution and delivery of the Debt Service Forward. Delivery Agreement,
dated as of April 30, 2004 (the "Agreement"), by and among City of Tamarac, Florida, (the
"Issuer"), J.P. Morgan Trust Company, N.A. (the "Custodian") and the Provider. Capitalized
terms used herein and not defined herein have the respective meanings given to them in the
Agreement.
In rendering this opinion, we have examined among other things, a copy of the
Agreement.
Based upon the foregoing examination and review, we are of the opinion that:
(a) The Provider has full corporate power and authority to enter into the
Agreement.
(b) The Agreement has been duly authorized, executed and delivered by the
Provider and constitutes a legal, valid and binding obligation of the Provider, enforceable
against it in accordance with the terms thereof, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).
KUTAK ROCK LLP
April 30, 2004
Page 2
In connection with the foregoing, we have also examined originals or copies satisfactory
to us of all such corporate records, agreements, certificates and other documents as we have
deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with the authentic original documents
of all documents submitted to us as copies.
In giving the opinions expressed below we do not purport to be expert in or generally
familiar with or qualified to express legal opinions based on the laws of any jurisdiction other
than the federal laws of the United States and the laws of the State of New York and the opinions
expressed herein are limited to the federal laws of the United States and the laws of the State of
New York.
This opinion is limited to the matters expressly set forth above, and no opinion is implied
or may be inferred beyond the matters expressly so stated. This opinion is delivered to you, and
any rating agency referenced in the preceding paragraph, in connection with the
above -referenced transaction and may not be utilized or quoted by you, or such rating agency,
for any other purpose whatsoever or delivered to any other person without our prior written
consent.
Very truly yours,
J� �f c LIB
Mitchell S. Kraft
City Attorney
City of Tamarac
7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401
Telephone: (954) 724-1240 • Facsimile (954) 724-1370
EXHIBIT C
OPINION OF COUNSEL TO ISSUER
April 30, 2004
J.P. Morgan Trust Company, N.A.
Institution Trust Services
10151 Deerwood Park Boulevard
Building 400, 5th Floor
Jacksonville, FL 32256
Wachovia Bank, National Association
CIB Group
One Wachovia Center
301 South College Street
Charlotte, NC 28288-0601
City of Tamarac, Florida
Capital Improvement Revenue Bonds
Series 2004
Ladies and. Gentlemen:
I have acted as counsel to City of Tamarac, Florida (the "Issuer") in connection
with its execution and delivery of the Debt Service Forward Delivery Agreement, dated
as of April 30, 2004 (the "Agreement"), by and among the Issuer, J.P. Morgan Trust
Company, N.A. (the "Custodian") and Wachovia Bank, National Association (the
"Provider") and its execution and delivery of the Financing Documents. Capitalized
terms used herein and not defined herein have the respective meanings given to them in
the Agreement.
1
Equol Opportunity Employer
In rendering this opinion, we have examined, among other things, copies of the
Agreement and the Financing Documents.
In connection with the foregoing, we have also examined originals or copies
satisfactory to us of all such corporate records, agreements, certificates and other
documents as we have deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination we have assumed the genuineness of all
signatures (other than those of the Issuer), the authenticity of all documents submitted to
us as originals, and the conformity with the original documents of all documents
submitted to us as copies.
In giving the opinions expressed below we do not purport to be experts in or
generally familiar with or qualified to express legal opinions based on the laws of any
jurisdiction other than the federal laws of the United States of America and the laws of
the State of Florida (the "State").
Based upon the foregoing examination and review, we are of the opinion that:
(a) The Issuer has full legal right, power and authority to enter into the
Agreement and the Financing Documents and to authorize and direct the
Custodian, pursuant to the Agreement, to make purchases of the Qualified
Securities in accordance with the terms therein.
(b) The Agreement and the Financing Documents to which it is a party
have been duly authorized, executed and delivered by the Issuer.
(c) Assuming for purposes of the opinion expressed in this
paragraph (c) that the Agreement were governed by and construed in accordance
with the laws of the State the Agreement is a legal, valid and binding obligation of
the Issuer, enforceable against it in accordance with the terms thereof, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) The Issuer's execution and delivery of the Agreement and the
performance of its obligations thereunder do not and will not conflict with or
constitute or result in a default under, a breach or violation of, or the creation of
any lien or encumbrance on any of its property under the Financing Documents or
any other agreement, instrument, judgment, injunction or order applicable to it or
any of its property.
(e) The Financing Documents to which the Issuer is a party are legal,
valid and binding obligations of the Issuer, enforceable against it in accordance
with the terms thereof, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
2
(f) The Issuer is not entitled to claim immunity on the grounds of
sovereignty or other similar grounds with respect to itself or its revenues or assets
(irrespective of their use or intended use) from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) or (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be made subject to in any suit, action or
proceedings relating to this Agreement brought validly ex contractu in the courts
of any jurisdiction and no such immunity (whether or not claimed) may be
attributed to the Issuer or its revenues or assets.
(g) All consents, authorizations and approvals requisite for the Issuer's
execution, delivery and performance of this Agreement have been obtained and
remain in full force and effect and all conditions thereof have been duly complied
with, and no other action by, and no notice to or filing with, any governmental
authority, regulatory body or any other entity is required for such execution,
delivery or performance.
(h) The Eligible Securities to be delivered under the Agreement are
permitted investments for amounts held in the Debt Service Funds under the
Resolutions and applicable law.
I am furnishing this opinion to you solely for your benefit and no other person is
entitled to rely hereon. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose.
Sincerel
Mitchell S. Kraft
Tamarac City Attorney
3
CERTIFICATE OF
WACHOVIA BANK, NATIONAL ASSOCIATION
I, the undersigned officer of Wachovia Bank, National Association (the "Bank")
HEREBY CERTIFY in connection with the Debt Service Forward Delivery Agreement by and
among the City of Tamarac, Florida (the "Issuer"), J.P. Morgan Trust Company, N.A. (the
"Custodian") and the Bank dated as of April 30, 2004 (the "Agreement") that the yield on the
Agreement is at least equal to the yield offered by the Bank on the date the Bank offered to enter
into the Agreement on reasonably comparable investment contracts offered to other persons, if
any, funded from a source of funds other than gross proceeds of an issue of tax-exempt bonds
and that, the amount of administrative costs expected to be paid by the Bank to third parties in
connection with the Agreement is $45,000 plus the normal and customary fees of counsel to the
Bank and other fees payable to any custodian or other party as described in the Agreement. For
purposes of this certification, administrative costs include all brokerage or selling commissions
paid by the Bank to third parties in connection with the Agreement, legal or accounting fees,
investment advisory fees, recordkeeping, safekeeping, custody and other similar costs or
expenses.
I further certify that (a) neither the Bank nor any related party has a material interest in
the tax-exempt bonds being issued by the Issuer in connection with the purchase of the
Agreement, (b) the Bank has not been afforded the opportunity to review offers to the Issuer
from other providers before making this offer to the Issuer, (c) the Bank did not consult with any
other potential provider about this offer, (d) this offer was determined without regard to any
other formal or informal agreement, other than the Bid Specifications, that the Bank has with the
Issuer or any other person (whether or not in connection with the bonds being issued by the
Issuer), (e) the bid was not submitted solely as a courtesy to the Issuer or to any other person for
purposes of satisfying the bidding requirements of Section 1.148-5(d)(6)(iii)(B)(1) or (2) of the
U.S. Treasury Regulations relating to the yield and valuation of investments in connection with
tax-exempt bonds, and (f) the Bank has established an industry reputation as a reasonably
competitive provider of agreements such as the Agreement.
Dated this 30th day of April, 2004.
By
Name _ Adam Howard
Title Vice President
04-153097 1
City of Tamarac, FL W13#557 - 04/04