HomeMy WebLinkAboutCity of Tamarac Resolution (125)I
1
CITY OI
RESOL
C, FLORIDA
). R-2002-125
Temp. Reso. #9674
February 27, 2002
Revised March 21, 2002
Revised April 18, 2002
Revised May 2, 2002
Page 1
i
A RESOLUTION OF �HE CITY COMMISSION OF
THE CITY OF j TAMARAC, FLORIDA
SUPPLEMENTING AN AMENDING RESOLUTION
NO. 98-156, AS REPLACED BY RESOLUTION
NO.99-178 AND AS FURTHER AMENDED AND
SUPPLEMENTED BY ' RESOLUTION NO. 99-192,
AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $13,500, 00 SALES TAX REVENUE
BONDS, SERIES 2002 F THE CITY OF TAMARAC,
FLORIDA, TO FINANC THE CONSTRUCTION OF A
FIRE STATION, A DEVELOPMENT SERVICES
BUILDING, A PUBLIC I VORKS STORAGE BUILDING,
PARKS AND RECREA ZONAL FACILITIES, LAND
ACQUISITION, SI E WORK, STREET
IMPROVEMENTS, AND OTHER CAPITAL
IMPROVEMENTS WI HIN THE CITY; FIXING
CERTAIN TERMS ANDS DETAILS OF SUCH BONDS;
AUTHORIZING A NE OTIATED SALE OF SUCH
BONDS TO WILLIAM 4. HOUGH & CO. PURSUANT
TO THE TERMS ANI) CONDITIONS DESCRIBED
HEREIN; AUTHORIZI G THE EXECUTION AND
DELIVERY OF A BO D PURCHASE CONTRACT;
APPROVING THE FOIRM OF AND AUTHORIZING
THE DISTRIBUTION 0 A PRELIMINARY OFFICIAL
STATEMENT AND AUI HORIZING THE EXECUTION
AND DELIVERY C F A FINAL OFFICIAL
STATEMENT; SELECTING A PAYING AGENT AND
REGISTRAR AND AUT ORIZING THE EXECUTION
AND DELIVERY OF AN AGREEMENT BETWEEN
THE CITY AND THg BOND REGISTRAR AND
PAYING AGENT; RATIFYING THE SELECTION OF
FINANCIAL GUARANTY INSURANCE COMPANY AS
BOND INSURER AND PROVIDING FOR CERTAIN
MATTERS IN C NNECTION THEREWITH;
AUTHORIZING THE XECUTION AND DELIVERY
Temp. Reso. #9674
February 27, 2002
Revised March 21, 2002
Revised April 18, 2002
Revised May 2, 2002
Page 2
OF A CONTINUING DISCLOSURE CERTIFICATE;
AUTHORIZING OTHER REQUIRED ACTIONS;
PROVIDING FOR SEVERABILITY AND AN
EFFECTIVE DATE.
LJ
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA:
SECTION 1. AUTHORITY FO THIS RESOLUTION. The City of Tamarac,
Florida (the "City") is authorized to adopt this resolution (the "Resolution") under
the authority granted by the provisions of Chapter 166, Florida Statutes, as
amended, its municipal charter, and other applicable provisions of law.
SECTION 2. FINDINGS. It is �ereby found and determined that:
A. Pursuant to Res lution No. 98-156 adopted by the City
Commission on May 27, 1998 as supplemented and amended from time to
time, and as particularly replaped by Resolution No. 99-178 adopted by the
City Commission on July 14, 1909 and as further supplemented and amended
by Resolution No. 99-192 adopted by the City Commission on July 14, 1999,
and as supplemented and jamended hereby, collectively, the "Bond
Resolution"), the City authorized the issuance of "Additional Parity Bonds"
from time to time.
B. In furtherance theteof and pursuant to the Bond Resolution, the
City deems it to be in its best i�terest to issue its Sales Tax Revenue Bonds,
Series 2002 as "Additional Party Bonds" in the aggregate principal amount
of not to exceed $13,500,000 (th "Series 2002 Bonds") in order to finance the
construction of a fire station, a Development services building, a public works
storage building, parks and rec eational facilities, land acquisition, site work,
street improvements, and otherr capital improvements within the City (the
"Project") for purposes of this Resolution.
C. In consideration 4 the acceptance of the Series 2002 Bonds by
those who shall own the same f$om time to time, the Bond Resolution shall be
deemed to be and shall constitute a contract between the City and such
Series 2002 Bondholders.
D. All of the provisi s, covenants, pledges and conditions in the
Bond Resolution shall be a licable to the Series 2002 Bonds herein
authorized and such Series 20 2 Bonds shall constitute 'Bonds" within the
meaning of the Bond Resolution.
E. The Bond Resoluon provides that all Bonds shall be dated,
shall mature on such dates a d in such amounts, shall bear such rates of
interest, shall be payable in such places and shall be subject to such
redemption provisions, among other matters, as shall be determined by
resolution adopted by the City 4nd it is now appropriate to determine by this
resolution such matters and the manner of finalizing such terms and details
with respect to the Series 2002 Bonds.
F. All capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed thereto in the Bond Resolution,
unless otherwise provided or unless the context otherwise clearly requires. To
the extent necessary to effectuate the terms and conditions hereof, the Bond
Resolution is hereby incorporated herein by reference.
G. The City deems it necessary, desirable and in the best interests
of the City and its citizens that the Project be acquired, constructed and
equipped.
H. The Project shall be paid for out of proceeds of the Series 2002
Bonds.
I. The Project to be financed with the proceeds of the Series 2002
Bonds satisfies a paramount public purpose and will provide for and promote
general economic benefit and social benefit to the City and its citizens.
J. Except for the pledge thereof pursuant to the Bond Resolution to
secure the City of Tamarac, Florida Sales Tax Revenue Bonds, Series 1999
(the "Series 1999 Bonds"), the Sales Tax Revenues have not heretofore been
pledged or encumbered in any manner.
K. The estimated Pledged Revenues will be sufficient to pay the
principal of and interest on the Series 1999 Bonds and the Series 2002 Bonds
(collectively, the "Bonds"), as the same become due, and all other payments
provided for in the Bond Resolution.
L. The principal of and interest on the Bonds and all other
payments provided for in the Bond Resolution will be payable solely from the
Pledged Revenues, and the ad valorem taxing power of the City has not been
pledged to pay the principal of and interest on the Bonds and, except as
otherwise provided in the Bond Resolution, the Bonds shall not constitute a
lien upon any property of the City.
M. The City desires to amend the flow of funds in the Bond
Resolution in connection with the Debt Service Reserve Account pursuant to
Section 4.1 of the Bond Resolution, which such amendment in conditioned on
the receipt of written consent of the Financial Guaranty Insurance Company,
as the insurer of the Series 1999 Bonds, which such consent has already been
obtained.
SECTION 3. DESCRIPTION OF THE SERIES 2002 BONDS; EXECUTION
OF BOND PURCHASE CONTRACT There is hereby authorized to be issued a
Series of Bonds designated as "City of Tamarac, Florida Sales Tax Revenue Bonds,
Series 2002" as "Additional Parity B ds" authorized to be issued pursuant to the
Bond Resolution for the purpose of financing the Project and casts of issuing the
Series 2002 Bonds. In addition to the terms contained in the Bond Resolution, the
Series 2002 Bonds (a) shall have an aggregate principal amount of not to exceed
$13,500,000, (b) shall be sold at an underwriting discount (exclusive of any original
issue discount or premium) of not toe teed 1% of the principal amount of the Series
2002 Bonds, (c) shall be issued as S rial Bonds or Term Bonds or a combination
thereof, in denominations of $5,000 br any integral multiple thereof, numbered
consecutively upward beginning with �'R-1," (d) shall be payable on such dates and
in such amounts with a final maturit� date of not exceeding 21 years from the date
of issuance, (e) shall have such inter�st payment dates and shall bear interest at
rates not exceeding the maximum rat permitted by law and at a true interest cost
not exceeding 6%, (f) if redeemable, all be redeemable at redemption prices not
exceeding 102% of the principal amo nt thereof, and (g) shall be dated and shall
have such other characteristics, all as shall be set forth in a Bond Purchase
Contract between the City and the U derwriter in substantially the form attached
hereto as Exhibit A (the "Bond Purc se Contract") and in the Series 2002 Bonds
themselves. The Mayor or Vice Mayoi and the City Manager or assistant or deputy
City Manager are authorized to apprgve the final terms of the Series 2002 Bonds,
which terms shall be consistent with 1 the parameters set forth above without any
further authorization of the City Com�mission, and such terms shall be set forth in
the Bond Purchase Contract.
Upon satisfaction of the conditi ns contained in the Bond Resolution and the
Bond Purchase Contract, the City he�eby authorizes the Mayor or Vice Mayor and
the City Manager or assistant or dep ty City Manager to execute and deliver the
Bond Purchase Contract in substantially the form attached hereto as Exhibit A
(with such changes and filling of bla4s as shall be approved by the Mayor or Vice
Mayor and the City Manager or assistant or deputy City Manager) and the Series
2002 Bonds in substantially the form) included in the Bond Resolution (with such
changes and filling of blanks as shall e approved by the Mayor or Vice Mayor and
the City Manager or assistant or deputy City Manager) in the name of and on
behalf of the City, such signatures to be attested by the City Clerk or assistant or
deputy City Clerk, the form of whic� Bond Purchase Contract and Series 2002
Bonds to be approved by the City Attorney or assistant or deputy City Attorney, all
of the provisions of which, when executed and delivered by the City as authorized in
the Bond Resolution shall be deemed to be a part of this instrument as fully and to
the same extent as if incorporated ve*batim herein. The execution and delivery of
the Bond Purchase Contract and the Series 2002 Bonds shall constitute conclusive
evidence of the approval thereof.
A book -entry -only system of registration is hereby authorized for the Series
2002 Bonds. So long as the City shall maintain a book -entry -only system with
respect to the Series 2002 Bonds, the following provisions shall apply:
(1) A blanket letter of representation dated August 22, 1997 has been
entered into by the City (the "Letter of Representation") with The Depository
Trust Company ("DTC"). It is intended that the Series 2002 Bonds be
registered so as to participate in a global book -entry system with DTC as set
forth herein and in such Letter of Representation. The Series 2002 Bonds shall
be initially issued in the form of a single fully registered bond of each maturity.
Upon initial issuance, the ownership of such Series 2002 Bonds shall be
registered by the Bond Registrar (hereinafter defined) in the name of Cede &
Co., as nominee for DTC. With respect to Series 2002 Bonds registered by the
Bond Registrar in the name of Cede & Co., as nominee of DTC, the City, the
Bond Registrar and the Paying Agent (hereinafter defined) shall have no
responsibility or obligation to any broker -dealer, bank or other financial
institution for which DTC holds Series 2002 Bonds from time to time as
securities depositary (each such broker -dealer, bank or other financial
institution being referred to herein as a "Depository Participant") or to any
person on behalf of whom such a Depository Participant holds an interest in the
Series 2002 Bonds (each such person being herein referred to as an "Indirect
Participant"). Without limiting the immediately preceding sentence, the City,
the Bond Registrar and the Paying Agent shall have no responsibility or
obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or
any Depository Participant with respect to the ownership interest in the Series
2002 Bonds, (b) the delivery to any Depository Participant or any Indirect
Participant or any other person, other than a registered owner of a Series 2002
Bond as shown in the bond register, of any notice with respect to the Series
2002 Bonds, including any notice of redemption or (c) the payment to any
Depository Participant or Indirect Participant or any other person, other than a
registered owner of a Series 2002 Bond as shown in the bond register, of any
amount with respect to principal of, premium, if any, or interest on, the Series
2002 Bonds. No person other than a registered owner of a Series 2002 Bond as
shown in the bond register shall receive a Series 2002 Bond certificate with
respect to any Series 2002 Bond. Upon delivery by DTC to the Bond Registrar
of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions hereof with
respect to the payment of interest by the mailing of checks or drafts to the
registered owners of Series 2002 Bonds appearing as registered owners in the
registration books maintained by the Bond Registrar at the close of business on
regular record date, the name "Cede & Co." in this Resolution shall refer to
such new nominee of DTC.
(2) In the event that (4) the City determines that DTC is incapable of
discharging its responsibilitie described herein and in the Letter of
Representation, (b) the agreeme t among the City, the Paying Agent and DTC
evidenced by the Letter of Repre entation shall be terminated for any reason or
(c) the City determines that it is lin the best interests of the beneficial owners of
the Series 2002 Bonds that th y be able to obtain certificated Series 2002
Bonds, the City shall notify DTq of the availability through DTC of Series 2002
Bond certificates and the Serie$ 2002 Bonds shall no longer be restricted to
being registered in the bond reoster in the name of Cede & Co., as nominee of
DTC. At that time, the City may determine that the Series 2002 Bonds shall be
registered in the name of and deposited with a successor depository operating a
universal book -entry system, *s may be acceptable to the City, or such
depository's agent or designee, end if the City does not select such alternate
universal book -entry system, thin the Series 2002 Bonds may be registered in
whatever name or names registered owners of Series 2002 Bonds transferring
or changing Series 2002 Bondsl designate, in accordance with the provisions
hereof. Notwithstanding any otlier provision of this Resolution to the contrary,
so long as any Series 2002 Bond is registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to principal of, premium, if any, and
interest on such Series 2002 Bald and all notices with respect to such Series
2002 Bond shall be made and gi4en, respectively, in the manner provided in the
Letter of Representation.
SECTION 4. REDEMPTION PROVISIONS. The Series 2002 Bonds shall be
subject to redemption in such amounts and at such times as set forth in the final
form of the Bond Purchase Contract.
At least thirty (30) days before the redemption date, a notice of any such
redemption, either in whole or in p t, shall be mailed, first class mail, postage
prepaid, to all registered owners ofISeries 2002 Bonds to be redeemed at their
addresses as they appear on the registration books. To supplement such notice to
the registered owners, the notice of redemption may also be mailed by overnight
mail to at least two national depositories and one national wire service used to
distribute information relating to municipal bonds, at least thirty-five (35) days
prior to the redemption date. Failure to mail any redemption notice to any Series
2002 Bondholder or any depositories oLnd wire services, or any defect in any notice
so mailed, shall not affect the validity of the proceedings for the redemption of the
Series 2002 Bonds of any other Holde# of Series 2002 Bonds. Each such notice shall
set forth the date fixed for redemption, the redemption price to be paid and, if less
than all of the Series 2002 Bonds them outstanding shall be called for redemption,
the registration and CUSIP numbers of such Series 2002 Bonds. Each notice of
redemption mailed to a registered o,pvner of a Series 2002 Bond to be redeemed
shall, if less than the entire principal,, amount thereof is to be redeemed, also state
the principal amount thereof to be redeemed and that such Series 2002 Bond must
be surrendered to the Bond Registrar in exchange for the payment of the principal
amount thereof to be redeemed and the issuance of a new Series 2002 Bond or
Series 2002 Bonds equaling in principal amount that portion of the principal sum
not to be redeemed of the Series 2002 Bonds to be surrendered. Notice having been
given in the manner provided above, the Series 2002 Bonds or portions of Series
2002 Bonds so called for redemption shall, on the redemption date designated in
such notice, become and be due and payable at the redemption price provided for
redemption for such Series 2002 Bonds or portions of Series 2002 Bonds on such
date. On the date so designated for redemption, interest on the Series 2002 Bonds
or portions of Series 2002 Bonds so called for redemption shall cease to accrue, such
Series 2002 Bonds and portions of Series 2002 Bonds shall cease to be entitled to
any lien, benefit or security under the Bond Resolution and shall be deemed paid
under the Bond Resolution, and the registered owners of such Series 2002 Bonds or
portions of Series 2002 Bonds shall have no rights except to receive payment of the
redemption price.
SECTION 5. NEGOTIATED SALE OF THE SERIES 2002 BONDS. It is
hereby found, ascertained, determined and declared by the City that a negotiated
sale of the Series 2002 Bonds is in the best interest of the City in order to more
effectively control the timing of the issuance of the Series 2002 Bonds and due to
the size of the issue. The negotiated sale of the Series 2002 Bonds to William R.
Hough & Co. (the "Underwriter") pursuant to the terms of the Bond Purchase
Contract is hereby authorized and approved. Prior to the execution of the Bond
Purchase Contract, the City will be provided all applicable disclosure information
required by Section 218.385, Florida Statutes, a copy of which is attached to or
otherwise included as part of the Bond Purchase Contract.
SECTION 6. PRELIMINARY AND FINAL OFFICIAL STATEMENTS. The
Preliminary Official Statement relating to the Series 2002 Bonds, in substantially
the form attached hereto as Exhibit B, is hereby approved. The distribution and
use of the Preliminary Official Statement in connection with the public offering for
sale of the Series 2002 Bonds is hereby authorized. The execution by the City
Manager or assistant or deputy City Manager of a certificate deeming the
Preliminary Official Statement final within the meaning of Rule 15c2-12 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, is hereby authorized.
The City is hereby authorized to have prepared and the Mayor or Vice Mayor
and the City Manager or assistant or deputy City Manager of the City are hereby
authorized to execute a final Official Statement, and, upon such execution, to
deliver the same to the Underwriter for use by it in connection with the sale and
distribution of the Series 2002 Bonds. The Official Statement shall be substantially
in the form of the Preliminary Official Statement, with such changes and filling of
blanks as shall be approved by the Mayor or Vice Mayor and the City Manager or
assistant or deputy City Manager as necessary to confirm the details of the Series
2002 Bonds and such other inserti ns, modifications and changes as may be
approved by the Mayor or Vice Mayor and City Manager or assistant or deputy City
Manager. The execution and deliveiy of the Official Statement by the Mayor or
Vice Mayor and City Manager or assi taut or deputy City Manager shall constitute
conclusive evidence of the approval th reof. The City hereby authorizes the Official
Statement and the information contai ed therein to be used in connection with the
offering and sale of the Series 2002 B ds.
SECTION 7. APPOINTMENT OF BOND REGISTRAR AND PAYING
AGENT. U.S. Bank National Association, St. Paul, Minnesota, is hereby designated
as the Paying Agent and Bond Registrar for the Series 2002 Bonds. The City
hereby authorizes the Mayor or Vice IMayor and the City Manager or assistant or
deputy City Manager to execute and deliver the Paying Agent and Bond Registrar
Agreement in substantially the forr# attached hereto as Exhibit C (with such
changes and filling of blanks as shall !be approved by the Mayor or Vice Mayor and
the City Manager or assistant or d uty City Manager) in the name of and on
behalf of the City, such signatures to be attested by the City Clerk or assistant or
deputy City Clerk, the form of which aying Agent and Bond Registrar Agreement
to be approved by the City Attorney * assistant or deputy City Attorney, all of the
provisions of which, when executed a�d delivered by the City as authorized herein
shall be deemed to be a part of this inotrument as fully and to the same extent as if
incorporated verbatim herein. The exjecution and delivery of the Paying Agent and
Bond Registrar Agreement shall constitute conclusive evidence of the approval
thereof. I
SECTION 8. MUNICIPAL BOND INSURANCE. A municipal bond new
issue insurance policy that guarantees the payment of principal and interest on the
Series 2002 Bonds (the "Policy") i$ hereby authorized to be purchased from
Financial Guaranty Insurance Comp�ny (the "Bond Insurer") in accordance with
the commitment for insurance attached hereto as Exhibit D (the "Insurance
Commitment"), and payment for suc insurance is hereby authorized from Series
2002 Bond proceeds. The City Manger or assistant or deputy City Manager is
hereby authorized to execute such In*urance Commitment. The provisions of the
Insurance Commitment are hereby in�orporated by reference. To the extent of any
inconsistency between the provisions pf the Insurance Commitment and provisions
otherwise contained in the Bond Resolution, the provisions of the Bond Resolution
shall prevail. A statement of insur*ce is hereby authorized to be printed on or
attached to the Series 2002 Bonds for the benefit and information of the Series 2002
Bondholders. I
So long as the Series 2002 Bonds are Outstanding and insured by the Bond
Insurer and the Bond Insurer is not ix default under the Policy, all of the covenants
and agreements made for the bene�it of the Bond Insurer made in Resolution
No.99-192 adopted by the City Commission on July 14, 1999 relating to its
municipal bond new issue policy which insures the Series 1999 Bonds shall apply
whether or not the Series 1999 Bonds are Outstanding.
Notwithstanding anything in the Bond Resolution to the contrary, the City
and Paying Agent shall comply with the following payment procedures pursuant to
the Policy:
(i) If, on the business day preceding any interest payment date for the
Series 2002 Bonds there is not on deposit with the Paying Agent sufficient moneys
available to pay all principal of and interest on the Series 2002 Bonds due on such
date, the Paying Agent shall immediately notify the Bond Insurer and State Street
Bank and Trust Company, N.A., New York, New York or its successor as its Fiscal
Agent (the "Fiscal Agent) of the amount of such deficiency. If by said interest
payment date, the City has not provided the amount of such deficiency, the Paying
Agent shall simultaneously make available to the Bond Insurer and to the Fiscal
Agent the registration books for the Series 2002 Bonds maintained by the Paying
Agent. In addition:
(a) The Paying Agent shall provide the Bond Insurer with a list of
the Series 2002 Bondholders entitled to receive principal or interest
payments from the Bond Insurer under the terms of the Bond Insurance
Policy and shall make arrangements for the Bond Insurer and its Fiscal
Agent (1) to mail checks or drafts to Series 2002 Bondholders entitled to
receive full or partial interest payments from the Bond Insurer and (2) to pay
principal of the Series 2002 Bonds surrendered to the Fiscal Agent by the
Series 2002 Bondholders entitled to receive full or partial principal payments
from the Bond Insurer; and
(b) The Paying Agent shall, at the time it makes the registration
books available to the Bond Insurer pursuant to (A) above, notify Series 2002
Bondholders entitled to receive the payment of principal of or interest on the
Series 2002 Bonds from the Bond Insurer (1) as to the fact of such
entitlement, (2) that the Bond Insurer will remit to them all or part of the
interest payments coming due subject to the terms of the Policy, (3) that,
except as provided in paragraph (ii) below, in the event that any Series 2002
Bondholder is entitled to receive full payment of principal from the Bond
Insurer, such Series 2002 Bondholder must tender his Series 2002 Bond with
the instrument of transfer in the form provided on the Series 2002 Bond
executed in the name of the Bond Insurer, and (4) that, except as provided in
paragraph (ii) below, in the event that such Series 2002 Bondholder is
entitled to receive partial payment of principal from the Bond Insurer, such
Series 2002 Bondholder must tender his or her Series 2002 Bond for payment
first to the Paying Agent, which shall note on such Series 2002 Bond that
portion of principal paid by th Paying Agent, and then, with an acceptable
form of assignment executed irl the name of the Bond Insurer, to the Fiscal
Agent, which will then pay the anpaid portion of principal to the Series 2002
Bondholder subject to the terms of the Policy.
(ii) In the event that the P
principal of or interest on a Series 20(
Bondholder pursuant to the Unite(
bankruptcy in accordance with the
competent jurisdiction, the Paying Ag
Bond Insurer, notify all Series 2002 ]
2002 Bondholder's payment is so re(
entitled to payment from the Bond Ii
Paying Agent shall furnish to the Bor.
ying Agent has notice that any payment of
Bond has been recovered from a Series 2002
States Bankruptcy Code by a trustee in
nal, nonappealable order of a court having
nt shall, at the time it provides notice to the
Dndholders that in the event that any Series
vered, such Series 2002 Bondholder will be
Surer to the extent of such recovery, and the
Insurer its records evidencing the payments
of principal of and interest on the Series 2002 Bonds which have been made by the
Paying Agent and subsequently recovered from Series 2002 Bondholders, and the
date on which such payments were mode.
(iii) The Bond Insurer shall, Jo the extent it makes payment of principal of
or interest on the Series 2002 Bons, become subrogated to the rights of the
recipients of such payments in accordance with the terms of the Policy and, to
evidence such subrogation, (A) in the I case of subrogation as to claims for past due
interest, the Paying Agent shall note ithe Bond Insurer's rights as subrogee on the
registration books maintained by the Paying Agent upon receipt from the Bond
Insurer of proof of the payment of interest thereon to the holders of such Series
2002 Bonds and (B) in the case of subrogation as to claims for past due principal,
the Paying Agent shall note the Pond Insurer's rights as subrogee on the
registration books for the Series 20021 Bonds maintained by the Paying Agent upon
receipt of proof of the payment of principal thereof to the holders of such Series 2002
Bonds. Notwithstanding anything irk this Resolution, the Bond Resolution or the
Series 2002 Bonds to the contrary, the Paying Agent shall make payment of such
past due interest and past due princi al directly to the Bond Insurer to the extent
that the Bond Insurer is a subrogee w�th respect thereto.
SECTION 9. DEBT SERVIC� RESERVE ACCOUNT POLICY. A Debt
Service Reserve Account Policy to be deposited in the Debt Service Reserve Account
(the "Debt Service Reserve Account Policy") is hereby authorized to be purchased
from the Bond Insurer in accordance With the commitment for surety bond attached
hereto as Exhibit E (the "Surety Commitment"), and payment for such surety bond
is hereby authorized from Series 2002 Bond proceeds. The City Manager or
assistant or deputy City Manager io hereby authorized to execute such Surety
Commitment. The provisions of the (Surety Commitment are hereby incorporated
by reference. To the extent of any inconsistency between the provisions of the
Surety Commitment and provisions otherwise contained in the Bond Resolution, the
provisions of the Bond Resolution shall prevail.
The City hereby authorizes the Mayor or Vice Mayor and the City Manager
or assistant or deputy City Manager to execute and deliver the Debt Service
Reserve Account Agreement in substantially the form attached to the Surety
Commitment (with such changes and filling of blanks as shall be approved by the
Mayor or Vice Mayor and the City Manager or assistant or deputy City Manager) in
the name of and on behalf of the City, such signatures to be attested by the City
Clerk or assistant or deputy City Clerk, the form of which Debt Service Reserve
Account Agreement to be approved by the City Attorney or assistant or deputy City
Attorney, all of the provisions of which, when executed and delivered by the City as
authorized herein shall be deemed to be a part of this instrument as fully and to the
same extent as if incorporated verbatim herein. The execution and delivery of the
Debt Service Reserve Account Agreement shall constitute conclusive evidence of the
approval thereof.
As long as the Debt Service Reserve Account Policy is in effect and the Bond
Insurer is not in default thereunder, all of the covenants and agreements made for
the benefit of the Bond Insurer made in Resolution No. 99-192 adopted by the City
Commission on July 14, 1999 relating to the prior issuance of its debt service
reserve account policy at the time of the issuance of the Series 1999 Bonds shall
apply whether or not such existing debt service reserve account policy remains in
effect. In addition, the Paying Agent shall be custodian of the Debt Service Reserve
Account Policy and act as fiduciary for the Bondholders in respect thereof.
The Debt Service Reserve Account Policy is a "Reserve Account Insurance
Policy" within the meaning of the Bond Resolution.
SECTION 10. INTERESTED PARTIES. Nothing in the Bond Resolution
expressed or implied is intended or shall be construed to confer upon, or to give to
any person or entity, other than the City, the Bond Insurer, the Bond Registrar, the
Paying Agent, and the registered owners of the Series 2002 Bonds, any right,
remedy or claim under or by reason of the Bond Resolution or any covenants,
condition or stipulation thereof, and all covenants, stipulations, promises and
agreements in the Bond Resolution contained by and on behalf of the City shall be
for the sole and exclusive benefit of the City, the Bond Insurer, the Bond Registrar,
the Paying Agent, and the registered owners of the Series 2002 Bonds.
SECTION 11. EVENTS OF DEFAULT. The following events shall each
constitute an event of default under the Bond Resolution and the Series 2002
Bonds:
I
1
A. failure to pay the
when due;
B. the dissolution or liquids
voluntary petition in bankruptcy, or
bankruptcy, or adjudication of the Cit,
the benefit of its creditors, or appoints
the City into an agreement of compo:
court of competent jurisdiction of a pe
for its reorganization instituted under
as amended, or under any similar act
or may hereafter be enacted; and
of or interest on the Series 2002 Bonds
;ion of the City, or the filing by the City of a
the commission by the City of any act of
as a bankrupt, or assignment by the City for
tent of a receiver for the City, or the entry by
ition with its creditors, or the approval by a
ition applicable to the City in any proceeding
bhe provisions of the Federal Bankruptcy Act,
n any jurisdiction which may now be in effect
C. the City shall default in I the due and punctual performance of any of
the other covenants, conditions, agre ents and provisions contained in the Series
2002 Bonds or the Band Resolution n the part of the City to be performed, and
such default shall continue for a peri of thirty (30) days after written notice from
the Paying Agent, the Bond Insurer aly holder of Series 2002 Bonds.
SECTION 12. CONTINUING DISCLOSURE. The City hereby covenants
and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Tte City hereby authorizes the Mayor or Vice
Mayor and the City Manager or assistant or deputy City Manager to execute and
deliver the Continuing Disclosure C rtificate in substantially the form attached
hereto as Exhibit F (with such changes and filling of blanks as shall be approved by
the Mayor or Vice Mayor and the , City Manager or assistant or deputy City
Manager) in the name of and on behal� of the City, such signatures to be attested by
the City Clerk or assistant or deputy City Clerk, the form of which Continuing
Disclosure Certificate to be approvedl by the City Attorney or assistant or deputy
City Attorney, all of the provisions of which, when executed and delivered by the
City as authorized herein shall be deemed to be a part of this instrument as fully
and to the same extent as if incorpprated verbatim herein. The execution and
delivery of the Continuing Disclosfure Certificate shall constitute conclusive
evidence of the approval thereof.
Notwithstanding any other provision of this Resolution, failure of the City to
comply with the Continuing Disclosure Certificate will not be considered an event of
default hereunder, or under the Fond Resolution; however any Series 2002
Bondholder may take such actions as! may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause the City to comply
with its obligations under this Section 12. Series 2002 Bondholders shall not be
entitled to any damages for failure pf the City to comply with the terms of the
Continuing Disclosure Certificate.
SECTION 13. FEDERAL INCOME TAX COVENANTS.
A. The City covenants with the Holders of the Series 2002 Bonds that it
shall not use the proceeds of such Series 2002 Bonds in any manner which would
cause the interest on such Series 2002 Bonds to be or become includable in the gross
income of the Holder thereof for federal income tax purposes.
B. The City covenants with the Holders of the Series 2002 Bonds that
neither the City nor any person under its control or direction will make any use of
the proceeds of such Series 2002 Bonds (or amounts deemed to be proceeds under
the Internal Revenue Code of 1986, as amended (the "Code")) in any manner which
would cause such Series 2002 Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code and neither the City nor any other person shall do any act
or fail to do any act which would cause the interest on such Series 2002 Bonds to
become includable in the gross income of the Holders thereof for federal income tax
purposes.
C. The City hereby covenants with the Holders of each Series 2002 Bonds
that it will comply with all provisions of the Code necessary to maintain the
exclusion of interest on the Series 2002 Bonds from the gross income of the Holder
thereof for federal income tax purposes, including, in particular, the payment of any
amount required to be rebated to the U.S. Treasury pursuant to the Code.
SECTION 14. PLEDGE OF PLEDGED REVENUES. The Bond Resolution
creates a valid and binding first lien pledge of the Pledged Revenues in favor of the
Bondholders as security for payment of the Bonds, enforceable by the Bondholders
in accordance with the terms thereof.
Under Section 679.1091(4)(n), Florida Statutes, transfers by a government or
a governmental unit are exempt from the perfection and priority requirements of
Chapter 679, Florida Statues (Uniform Commercial Code - Secured Transactions -
Article 9).
SECTION 15. AMENDMENTS. Pursuant to Section 4.1 of the Bond
Resolution, the following amendments will become effective upon adoption of this
Resolution (the written consent of the Bond Insurer, in its capacity as insurer of the
Series 1999 Bonds, already having been obtained):
(A) At such time, Section 3.4(C)(iii) shall be amended and restated
in its entirety to read as follows:
(iii) Revenues shall next be used, to the full extent necessary, for
deposits into the Debt Service Reserve Account on the twenty-
fifth (25th) day of each month in each year, beginning with the
twenty-fifth (25th) �Vay of the first full calendar month following
the date on which any or all of the Bonds issued hereunder are
delivered to the rchasers thereof such sums as shall be at
least sufficient to pay an amount which, assuming twelve equal
monthly deposits beginning on the twenty-fifth (25th) day of the
calendar month after such deficiency occurred, will equal one -
twelfth (1/12th) of the difference between the amount on deposit
in the Debt ServicO Reserve Account on the date the deficiency
occurred, and the �eserve Requirement; provided, further, that
no payments shall i be required to be made into the Debt Service
Reserve Account v henever and as long as the amount deposited
therein (including any Reserve Account Insurance Policy or
Reserve Account Letter of Credit) shall be equal to the Reserve
Requirement.
Notwithstanding t�e foregoing provisions, in lieu of the required
deposits of Revenujes into the Debt Service Reserve Account, the
City may cause to be deposited into the Debt Service Reserve
Account a Reserve Account Insurance Policy or a Reserve
Account Letter of Credit for the benefit of the Bondholders in an
amount equal �o the difference between the Reserve
Requirement and �he sums then on deposit in the Debt Service
Reserve Account, if any, which Reserve Account Insurance
Policy or Reserve (Account Letter of Credit shall be payable or
available to be drawn upon, as the case may be, upon the giving
of notice as required thereunder) on any Interest Payment Date
on which a deficiency exists which cannot be cured by moneys in
any other fund or account held pursuant to this Resolution and
available for such urpose. If a disbursement is made under the
Reserve Account I surance Policy or the Reserve Account Letter
of Credit, the City shall be obligated to either reinstate the
maximum limits of such Reserve Account Insurance Policy or
Reserve Account setter of Credit immediately following such
disbursement so hat amounts on deposit therein equal the
Reserve Requireent, or to deposit into the Debt Service
Reserve Account tom the Revenues, as herein provided, funds
in the amount of Ithe disbursement made under such Reserve
Account Insurancel, Policy or Reserve Account Letter of Credit, in
twelve (12) equalonthly installments as provided in the first
paragraph of this ection 3.4(C)(iii).
In the event that 4ny moneys shall be withdrawn from the Debt
Service Reserve Account for payments into the Interest Account,
Principal Account and Bond Redemption Account, such
withdrawals shall be subsequently restored in accordance with
the first paragraph of this Section 3.4(C)(iii) from the Pledged
Revenues available after all required payments have been made
into the Interest Account, Principal Account and Bond
Redemption Account, including any deficiencies for prior
payments unless restored by the reinstatement of the maximum
limits of the Reserve Account Insurance Policy or Reserve
Account Letter of Credit.
Moneys in the Debt Service Reserve Account shall be used for
the purpose of making payments into the Interest Account,
Principal Account and Bond Redemption Account when the
moneys in the Revenue Account are insufficient therefor.
Any moneys in the Debt Service Reserve Account in excess of the
Reserve Requirement for the Bonds and any Additional Parity
Bonds hereafter issued shall be transferred to the Construction
Fund during construction of a Project and thereafter to the
Revenue Account.
If a disbursement is made from a Reserve Account Insurance
Policy or a Reserve Account Letter of Credit (each a "Reserve
Account Instrument"), the City shall reinstate the maximum
limits of such Reserve Account Instrument immediately
following such disbursement from moneys paid into the Debt
Service Reserve Account in accordance with the foregoing
provisions of this Section 3.4(C)(iii). In addition, and in the
same manner, the City shall reimburse the issuer of the Reserve
Account Instrument for all reasonable expenses incurred by
such issuer in connection with the draw upon the Reserve
Account Instrument, together with interest on unpaid amounts
as set forth in the Reserve Account Instrument or a related
agreement. The obligations of the City to make payments to the
issuer of any Reserve Account Instrument shall not be a general
obligation of the City but shall be payable from Pledged
Revenues in the manner provided herein.
The Debt Service Reserve Account shall be valued at least once
in each Fiscal Year.
f;
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(B) At such time, the
Article III of the Bond Resolution:
(L) Eli ibility
covenants and
eligible under a
Revenues.
owing Section 3.4(L) is added to the end of
Receive Sales Tax Revenues. The City
yes to take all actions necessary to remain
iiable law to continue to receive Sales Tax
SECTION 16. PRIOR RESOUTIONS. All prior resolutions of the City
inconsistent with the provisions of t e Bond Resolution are hereby amended and
supplemented to conform with the pr visions herein contained and, except as may
otherwise amended and supplemente hereby, the Bond Resolution shall remain in
full force and effect.
SECTION 17. NO PERSONA LIABILITY. Neither the members of the
City Commission nor any person xecuting the Series 2002 Bonds shall be
personally liable therefor or be subjec� to any personal liability or accountability by
reason of the issuance thereof. i
SECTION 18. GENERAL AU*ORITY. The Mayor or Vice Mayor, the City
Manager or assistant or deputy City Manager, the Director of Finance or assistant
or deputy Director of Finance, the City Attorney or assistant or deputy City
Attorney and any other proper officials of the City are hereby authorized to do all
acts and things required of them b� this Resolution, the Bond Resolution, the
Official Statement, the Series 2002 Bonds, or any other agreement or contract
relating to the Series 2002 Bonds, or that may otherwise be desirable or consistent
with accomplishing the full, punctual and complete performance of all the terms,
covenants and agreements contained in any of the foregoing and each member,
employee, attorney and officer of tho City is hereby authorized and directed to
execute and deliver any and all 0apers and instruments, including without
limitation tax returns, non -arbitrage certificates, and various other certificates, and
to cause to be done any and all acts aid things necessary or proper for carrying out
the transactions contemplated thereby.
SECTION 19. SEVERABILIT-g AND INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of lajw or contrary to the policy of express law, but
not expressly prohibited or against public policy, or shall for any reason whatsoever
be held invalid, then such covenants' agreements or provisions shall be null and
void and shall be deemed separable *om the remaining covenants, agreements or
provisions and shall in no way affect the validity of the other provisions hereof or of
the Series 2002 Bonds.
SECTION 20. BOND RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided in Section 15 hereof, the Bond Resolution and all the
terms and provisions thereof, are and shall remain in full force and effect.
[Remainder of page intentionally left blank]
1.1
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E
SECTION 21. EFFECTIVE
immediately upon its adoption.
PASSED,ADOPTED,AND
AT EST:
�L40�
MARION SWE ON, CMC
CITY CLERK
I HEREBY CERTIFY that I
have approved this
R MLUTION as to form.
CITY ATTORNEY
TE. This Resolution shall be effective
D this Bch day of May, 2002.
JOE SCHREIBER
MAYOR
RECORD O� COMMISSION VOTE:
M OR SCHREIBER AM
DI 1: V/M. PORTNER_6yg
.+�ecL DI 2: COMM. MISHKIN_EA!!P
DI 3: COMM. SULTANOF_Aye�
DI 4: COMM. ROBERTS Agee.
V-
�F
CONTRACT
[--
CITY OFT MARAC, FLORIDA
SALES TAX REVENUE BONDS,
SI RIES 2002
BOND PUR�HASE CONTRACT
May 12002
Honorable Members
of the City Commission
of the City of Tamarac, Florida
7525 N.W. 88th Avenue
Tamarac, Florida 33321
Ladies and Gentlemen:
The undersigned, William R. Hough & Co. (the "Underwriter"), offers to enter into this
Bond Purchase Contract (this "Agreement") with the City of Tamarac, Florida (the "City"),
which, upon the acceptance of this offer anj the execution of this Agreement by the City, shall be
in full force and effect in accordance with its terms and shall be binding upon the City and the
Underwriter. This offer is made subject to your acceptance and execution of this Agreement on
or before 10:00 p.m., Eastern Time, on thO date hereof, and, if not so accepted, will be subject
to withdrawal by the Underwriter upon orall or written notice delivered by the Underwriter to the
City at any time prior to the acceptance hereof by the City. Unless otherwise indicated, capitalized
terms used herein without definitions sh4l have the meanings ascribed thereto in the Bond
Resolution (hereinafter defined).
Purchase of Bonds: SecurityiDeposit,
(a) Upon the terms and conditions and upon the basis of the representations,
warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from
the City, and the City hereby agrees to issuo, sell and deliver to the Underwriter, all (but not less
than all) of the $ aggregate principal amount of City of Tamarac, Florida Sales Tax
Revenue Bonds, Series 2002 (the "Series 2002 Bonds"), at a purchase price of $
(representing % of the principal amount thereof, taking into account a net original issue
discount/premium of $ and a* Underwriter's discount of $ ) (the
"Purchase Price"). The Underwriter agreels to make a bona fide public offering of substantially
all of the Series 2002 Bonds to the public at ,' itial public offering prices not greater than (or yields
not less than) the initial public offering pTjrices (or yields) set forth in the Official Statement
(hereinafter defined); provided, however that the Underwriter reserves the right to make
OR475934;7
concessions to certain dealers, certain dealer banks and banks acting as agents and to change such
initial public offering prices as the Underwriter shall deem necessary in connection with the
marketing of the Series 2002 Bonds.
(b) The Underwriter has delivered to the City herewith a corporate check in the
amount of $135,000A0 as a security deposit, payable to the City. In the event you do not accept
this offer, such check shall be immediately returned to the Underwriter uncashed. If this offer is
accepted, the check will be held uncashed as security for the performance by the Underwriter of
its obligations to purchase, to accept delivery of and to pay for the Series 2002 Bonds at the
Closing (hereinafter defined) and if the Underwriter so performs, shall be returned to the
Underwriter on the Closing Date. In the event of your failure to deliver the Series 2002 Bonds at
the Closing, or if you shall be unable to satisfy the conditions of the obligations of the Underwriter
contained herein, or if the obligations of the Underwriter shall be terminated for any reason
permitted by this Agreement, the check shall be immediately returned to the Underwriter
uncashed, and such return shall constitute a full release and discharge of all claims by the
Underwriter arising out of the transactions contemplated hereby. In the event that the Underwriter
fails (other than for reasons permitted hereunder) to accept delivery of and to pay for the Series
2002 Bonds at the Closing, the check shall be cashed and the proceeds thereof retained by you as
and for full liquidated damages for such failure and for any defaults hereunder on the part of the
Underwriter, and such retention shall constitute a full release and discharge of all claims by the
City against the Underwriter arising out of the transactions contemplated hereby.
2. The Series 2002 Bonds. The Series 2002 Bonds shall be as described in, and shall
be issued and secured under and pursuant to, Chapter 166, Florida Statutes, the Constitution of
the State of Florida, the municipal Charter of the City and other applicable provisions of law
(collectively, the "Act") and Resolution No.98-156 adopted by the City Commission ofthe City (the
"City Commission") on May 27, 1998 (as supplemented and amended from time to time, and as
particularly replaced by Resolution No. 99-178 adopted by the City Commission on July 14, 1999
and as further supplemented and amended by Resolution No. 99-192 adopted by the City
Commission on July 14, 1999, and as supplemented and amended by Resolution No. R-2002-
adopted by the City Commission on , 2002) (collectively, the "Bond
Resolution").
In connection with the public offering of the Series 2002 Bonds, the Underwriter has
delivered to the City a letter containing the information required by Chapter 218.385(6) of the
Florida Statutes which letter is attached hereto as Exhibit "A." The Series 2002 Bonds shall
mature on the dates and in the amounts, bear interest at the rates and be subject to redemption all
as set forth on Exhibit " B " hereto.
3. Purpose of the Series 2002 Bonds. The City is proposing to issue the Series 2002
Bonds to provide funds to (i) construct certain City owned capital projects, and (ii) finance the
OR475934;7 2
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0
is
costs of issuance of the Series 2002 Bonds
Policy premiums.
It shall be a condition to the
to the Underwriter, and the obligation of th
Series 2002 Bonds, that the entire aggregat
sold and delivered by the City and paid for
the Policy and Debt Service Reserve Account
of the City to sell and deliver the Series 2002 Bonds
Underwriter to purchase and accept delivery of the
principal amount of the Series 2002 Bonds shall be
ry the Underwriter at the Closing.
4. Truth -In -Bonding Statement. �fhe Series 2002 Bonds are expected to be repaid over
a period of approximately years. At the interest rates set forth in Exhibit B hereto, total
interest paid over the life of the Series 20021 Bonds will be $ . As described in
the Bond Resolution, the source of repaymeit or security for the Series 2002 Bonds are the Sales
Tax Revenues (as defined in the Bond Resol tion). Authorizing the Series 2002 Bonds will result
in a maximum of $ of suco Sales Tax Revenues not being available to finance
other services of the City each year over tho approximate year period.
5. Official Statement. As soon a practicable after the date hereof, and, in any event,
no later than seven (7) business days after die date hereof (or within each shorter period as may
be requested by the Underwriter in order to accompany any confirmation that requests payment
from any customer or to comply with Rule C -32 of the Municipal Securities Rule -Making Bond),
but no later than three business days pr' r to closing, the City shall, so as to enable the
Underwriter to comply with the provisions of the Securities and Exchange Commission ("SEC")
Rule 15c2-12 (the "Rule"), deliver to the Un lerwriter a sufficient number of printed copies of the
final Official Statement with respect to the S ries 2002 Bonds, dated the date hereof (including the
cover page, the summary statement and the appendices contained therein, the "Official
Statement"), together with all supplements 4nd amendments thereto, substantially in the form of
the Preliminary Official Statement, with o�y such changes as shall have been accepted by the
Underwriter.
6. Use of Preliminary Official P tatement and Official Statement. The City hereby
authorizes and ratifies the use by the Underwriter of the Preliminary Official Statement, dated
, 2002 (which, together *ith the cover page, summary statement and all
appendices included therein is herein called t) a "Preliminary Official Statement"), prior to the date
hereof, and authorizes the use by the Underw vriter of the Official Statement, as the same may be
modified, amended or supplemented upon ij utual agreement of the City and the Underwriter in
connection with the public offering and sale of the Series 2002 Bonds.
7. Conditions Precedent to Ex ution of this Agreement by the Underwriter. On or
before the acceptance by the City of this A reement, the City shall deliver to the Underwriter,
together with such reasonable number of copies thereof as the Underwriter may request, certified
copies of the Bond Resolution.
OR475934;7 13
8. Representations and Warranties of the City. The City represents and warrants to
the Underwriter as follows:
(a) As of their respective dates, at the time of acceptance hereof and at the time
of Closing, the statements and information contained in the Preliminary Official Statement (other
than as modified in the Official Statement), the Official Statement, and this Agreement (excluding
the information relating to The Depository Trust Company and its book entry system and the
Insurer, the Policy and the Debt Service Reserve Account Policy as to all of which no warranty
or representation is given are and will be true, complete and accurate in all material respects for
the purposes for which their use is authorized, and do not and will not contain any untrue
statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. In addition,
any amendments to the Official Statement prepared and furnished by the City pursuant hereto will
not contain any untrue statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.
(b) As of its date, the Preliminary Official Statement was deemed "final" by the
City for purposes of paragraph (b)(1) of the Rule and as of this date, the Official Statement is
deemed "final" by the City for purposes of the Rule.
(c) The City has duly authorized the execution, delivery and due performance
of this Agreement.
(d) When executed and delivered by the City in accordance with the provisions
of this Agreement, the Series 2002 Bonds will have been duly authorized by the City, in the
manner required under applicable law, executed, issued and delivered and will constitute valid and
binding special obligations of the City, enforceable against the City in accordance with their terms,
in conformance with the Act and the Bond Resolution, such enforceability being subject to
bankruptcy, insolvency, reorganization, moratorium or similar laws, relating to or affecting the
enforcement of creditors' rights generally and to the exercise of judicial discretion in accordance
with general principles of equity.
(e) The adoption by the City of the Bond Resolution and the execution and
delivery by the City of this Agreement, the Series 2002 Bonds, the City's Continuing Disclosure
Certificate in regard to the Series 2002 Bonds (the "Continuing Disclosure Certificate"), the Debt
Service Reserve Account Agreement between the City and the Insurer (hereinafter defined), the
Paying Agent Agreement, and any other documents executed and delivered by the City in
connection with the issuance of the Series 2002 Bonds (collectively, together with the Bond
Resolution, the "Bond Documents") and the compliance by the City with the provisions thereof
will not in any material respect conflict with or result in a breach or violation of any of the terms
OR475934:7 4
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1-1
or provisions of, or constitute a material d
which the City is a party or by which the
regulation, court order or consent decree toll
(f) The City will furnish
such other action in cooperation with the Un
to (i) qualify the Series 2002 Bonds for offe
or regulations of such states and other ju
Underwriter may designate and (ii) deter
investment under the laws of such states ai
continue such qualifications in effect so for
Bonds. This paragraph shall not, however, i
of any state other than Florida.
under, any agreement or other instrument to
is bound, or any existing law, administrative
a the City or its property is subject.
uch information, execute such instruments and take
-.rwriter as the Underwriter may reasonably request,
and sale under the Blue Sky or other securities laws
isdictions of the United States of America as the
line the eligibility of the Series 2002 Bonds for
1 other jurisdictions and will use its best efforts to
as required for the distribution of the Series 2002
quire the City to submit to the jurisdiction of a court
(g) Between the date oft 's Agreement and the time of Closing, the City will
not execute any bonds, notes or other obliga#ions for borrowed money secured by the Sales Tax
Revenues, other than the proposed issuance of which is referred to explicitly in the Official
Statement, without giving prior written noti� thereof to the Underwriter.
(h) The City is, and will Oe at the date of Closing, duly organized and validly
existing as a municipal corporation under tho Constitution and laws of the State of Florida, with
the power and authority set forth in the Acts
(i) The City (i) has full le al power and authority to adopt and execute the Bond
Resolution; to execute and deliver this Agr ement and the other Bond Documents; to execute,
issue, sell and deliver the Series 2002 Bond; and to carry out and consummate the transactions
contemplated by this Agreement, the Offici 1 Statement and the other Bond Documents; (ii) has
in full force and effect all consents, appro�als, permits or other actions by or filings with any
governmental authority required for the execution and delivery by the City of this Agreement and
the other Bond Documents, for the adoption'of the Bond Resolution, and for the performance by
the City of the financing transactions contemplated thereby; (iii) represents that from the time of
acceptance by the City hereof through the bate of the Closing, except as contemplated by the
Official Statement, the City will not incur apy liabilities, direct or contingent, or enter into any
transaction that could materially adversely alffect the transactions contemplated hereby or by the
Bond Documents, and there shall not have �een any material adverse change in the condition,
financial or physical, of the City that could 4dversely affect the transactions contemplated hereby
other than changes in the ordinary course of business or in the normal operation of the facilities
operated by the City; (iv) represents that the execution and delivery by the City of this Agreement
and the other Bond Documents, and the a4option, as applicable, of the Bond Resolution, the
compliance by the City with the provisions thereof, and the carrying out and consummation by the
City of its obligations under such document$ and instruments will not conflict with or constitute
OR475934;7 5
a material breach of or a default under any law, administrative regulation, court decree, instrument
or agreement to which the City is subject or by which the City is or any of its properties are
bound; and (v) represents that it has complied with the eligibility requirements for the receipt of
the Sales Tax Revenues.
0) If between the date of this Agreement and the date which is twenty-five (25)
days from the end of the underwriting period (as such term is defined in paragraph (e)(2) of the
Rule) any event shall occur which, in the opinion of the City, would cause the Official Statement,
as then supplemented or amended, to contain any untrue statement of a material fact or to omit to
state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, the City shall notify the Underwriter and, if in the
reasonable opinion of the Underwriter, such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the City will at its expense supplement or
amend the Official Statement in a form and in a manner approved by the Underwriter and provide
the Underwriter with sufficient copies of such supplement or amendment so as to enable the
Underwriter to comply with the provisions of paragraph (b)(4) of the Rule.
(k) Except as disclosed in the Official Statement, as of the date hereof, there is
no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
government agency, public board or body, pending or to the best knowledge of the City,
threatened against or affecting the City, affecting or seeking to prohibit, restrain or enjoin the sale,
issuance or delivery of the Series 2002 Bonds or contesting the validity or enforceability of the Act
in any respect relating to authorization for the issuance of the Series 2002 Bonds, the adoption of
the Bond Resolution or the eligibility of the City to receive the Sales Tax Revenues or contesting
the pledge of the Sales Tax Revenues to secure payment of the Series 2002 Bonds or contesting
the collection and application of the Sales Tax Revenues in accordance with the provisions of the
Bond Resolution or contesting the exclusion from gross income for federal income tax purposes
of interest on the Series 2002 Bonds, or contesting the completeness or accuracy of the Official
Statement or any supplement or amendment thereto, or contesting the powers or the authority of
the City for the issuance of the Series 2002 Bonds, the adoption of the Bond Resolution, or the
execution and delivery by the City of this Agreement and the other Bond Documents or wherein
an unfavorable decision would otherwise have a material adverse effect on the financial condition
of the City in the City's right to receive the Sales Tax Revenues.
(1) The City is lawfully empowered to pledge and grant a first lien upon the
Sales Tax Revenues for payment of the principal of, redemption premium, if any, and interest on
the Series 2002 Bonds. The lien of the Series 2002 Bonds on the Sales Tax Revenues is on a
parity with the lien thereon of the Series 1999 Bonds.
(m) The City will not take or omit to take any action which action or omission
will in any way cause the proceeds from the sale of the Series 2002 Bonds to be applied in a
QR475934;7 6
manner contrary to that provided for in
Statement.
Bond Resolution and as described in the Official
(n) The City has undertaken pursuant to the Continuing Disclosure Certificate
to comply with the provisions of the Rule, as defined in Paragraph 5 above, by providing certain
annual financial and statistical information, Audited Financial Statements and notice of Listed
Events, as described in the Continuing Di closure Certificate. The City has never, except as
described in the Official Statement, failed to comply with any undertakings pursuant to the
continuing disclosure provisions of the Rulo. A description of the City's undertaking is also set
forth in the Preliminary Official Statement grid will also be set forth in the Official Statement.
(o) The City has not bee notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certification cannot
be relied upon.
(p) Subsequent to the datO of the last audited financial statements included in
the Preliminary Official Statement, there hive been no material adverse changes in the assets,
liabilities, or condition of the City, financial or otherwise.
(q) At the time of acceptance hereof and as of the Closing Date, the financial
statements contained as an appendix to the Official Statement and the financial and operating data
included in the Official Statement fairly prsent the financial position of the City as of the date
and for the periods set forth therein in actor nce with GAAP applicable to governmental bodies,
consistently applied.
9. The Closing. At 10:00 a.m., blew York time, on , 2002, or on such
later time or date as may be mutually agreed upon by the City and the Underwriter (such time and
date being herein referred to as the "Closing Date"), the City will, subject to the terms and
conditions hereof, deliver the Series 2002 Bonds to The Depository Trust Company ("DTC") in
New York, New York or an agent of DTC lin such form as shall be acceptable to DTC (which
shall include printed or typewritten Series �002 Bonds if and to the extent required by DTC,
registered in the name of its nominee, duly executed), and deliver to the Underwriter the other
documents hereinafter mentioned; and, subject to the terms and conditions hereof, the Underwriter
will pay the purchase price of the Series 2002 Bonds as set forth in Paragraph 1 (a) hereof in
federal funds or other immediately available moneys drawn to the order of the City and the check
delivered to the City pursuant to Paragraph I! (b) hereof shall be returned to the Underwriter (such
delivery of and payment for the Series 2002I Bonds is herein called the "Closing").
The City shall cause CUSIP identification numbers provided by the Underwriter to be
typed on the Series 2002 Bonds, but neitherlthe failure to type such numbers on any Series 2002
Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the
OR475934-17 7
Underwriter to accept delivery of and pay for the Series 2002 Bonds in accordance with the terms
of this Agreement. The Closing (except for delivery of the Series 2002 Bonds to DTC) shall occur
at the offices of the City or such other location as shall be agreed upon between the parties hereto.
10. Conditions of Closing. The Underwriter has entered into this Agreement in reliance
upon the representations and warranties of the City herein contained and the performance by the
City of its obligations hereunder, both as of the date hereof and as of the time of Closing. The
obligations of the Underwriter hereunder are subject to the following conditions:
(a) At the time of the Closing, (i) the Bond Documents, and any other
documents deemed necessary in connection with the issuance of the Series 2002 Bonds shall be
in full force and effect and shall not have been amended, modified or supplemented in any material
respect prior to the Closing, except as may have been agreed to in writing by the City and the
Underwriter, and the City shall have duly enacted and/or adopted, as applicable, and executed and
there shall be in full force and effect the Bond Resolution and such additional resolutions, or
ordinances or agreements as shall, in the opinion of Mitchell S. Kraft, Esq., Counsel to the City,
Bryant, Miller and Olive, P.A., Bond Counsel, or Akerman, Senterfitt & Eidson, P.A.,
Disclosure Counsel, be necessary in connection with the issuance of the Series 2002 Bonds, (ii)
the representations and warranties of the City herein shall be true and accurate in all material
respects and (iii) the City shall perform or have performed all obligations required under or
specified in this Agreement and the other Bond Documents to be performed at or prior to the
Closing.
(b) At or prior to the Closing, the Underwriter shall have received the following
documents:
(i) The approving opinion of Bond Counsel, dated the Closing Date,
substantially in the form appended to the Official Statement and a letter of such Bond Counsel,
dated the date of Closing and addressed to the Underwriter, to the effect that the foregoing opinion
addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion
were addressed to it.
(ii) The supplemental opinion of Bond Counsel, dated the date of the
Closing and addressed to the Underwriter to the effect that:
(A) the Series 2002 Bonds are not required to be registered under
the Securities Act of 1933, as amended, and the Bond Resolution is not required to be qualified
under the Trust Indenture Act of 1939, as amended; and
(B) the information contained in the Official Statement (other than
financial or statistical information set forth therein) as of its date and as of the Closing Date under
oR475934;7 8
•
the captions "SUMMARY STATEMENT
"Security for the Series 2002 Bonds," " )
only), "DESCRIPTION OF THE SERIES
information thereunder relating to DTC ar.
THE SERIES 2002 BONDS", (other the
Revenues" and "Reserve Policy") and "A
extent such information purports to sumrna
Bonds are accurate and fair statements of tb
that the information contained under the ci
law.
(under the subcaptions "The Series 2002 Bonds,"
ditional Parity Bonds" and "Optional Redemption"
002 BONDS" (other than the financial and statistical
DTC's book -entry only system), "SECURITY FOR
the information under the subcaption "Sales Tax
PENDIX B - COMPOSITE RESOLUTION" to the
ze portions of the Bond Resolution or the Series 2002
matters set forth or documents referred to therein and
don "TAX EXEMPTION" is correct as to matters of
(iii) A certificate Or certificates, dated the date of Closing, signed by the
Mayor and the City Manager, in form a d substance satisfactory to Bond Counsel and the
Underwriter, in which such officials state:
(A) that the representations and warranties of the City herein
contained are true and correct in all material respects as of the Closing, that the City has satisfied
all conditions on its part to be performed or satisfied hereunder at or prior to the Closing, and that
the information and statements contained ir� the Official Statement are true, correct and complete
in all material respects for the purposes forl which such Official Statement is to be used, and that
such information in the Official Statement es not include any untrue statement of a material fact
or omits to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were Ode, not misleading; provided, however, that such
certification shall not include the informatioconcerning DTC and DTC's book -entry only system
and the Insurer and its Policy and Reserve Policy (as all are hereinafter defined) contained in the
Official Statement;
(B) that n� event affecting the City has occurred since the date
of the Official Statement which should be d sclosed in the Official Statement for the purposes for
which it is to be used or which is necessary be disclosed therein in order to make the statements
and information therein not misleading in 4ny material respect;
(C) that t#e financial statements and the other financial and
statistical data relating to the City and the $ales Tax Revenues included in the Official Statement
are true and correct as of their dates and nol event has occurred since such dates that would cause
such statements and data not to be materialjy correct as of the Closing Date;
(D) that since the date of the financial statements included in the
Official Statement, (i) no material adverse phange has occurred in the financial condition of the
City and (ii) the City has not incurred any aterial liabilities other than in the ordinary course of
business, except as set forth in or contemplated by the Official Statement;
oR475934;7 9
(E) that no obligations issued or guaranteed by the City are in
default as to payment of principal or interest or have been in default as to payment of principal or
interest at any time after December 31, 1975 (except with respect to conduit issues for which the
City has no repayment obligation as to which no representation is made).
(F) the City has in the current fiscal year and in all prior fiscal
years taken all necessary actions required to receive the Sales Tax Revenues.
(iv) An opinion, dated the date of Closing, of Counsel to the City,
addressed to the City and to the Underwriter, in form and substance satisfactory to the
Underwriter, substantially to the effect that:
(A) The City is a municipal corporation, duly organized and
existing under and pursuant to the Constitution and laws of the State of Florida and is authorized
(a) to issue the Bonds, (b) to secure the Bonds in the manner contemplated by the Bond
Resolution, and (c) to adopt the Bond Resolution.
(B) The adoption of the Bond Resolution, the execution and
delivery by the City of the Bonds, the Continuing Disclosure Certificate dated as of
, 2002, (the "Continuing Disclosure Certificate"), the Paying Agent and
Registrar Agreement dated as of , 2002 (the "Paying Agent Agreement")
and the Debt Service Reserve Account Agreement and compliance with the provisions thereof will
not conflict with or constitute breach of or default under the existing law, ordinance,
administrative regulation, court decree, resolution or agreement to which the City is subject.
(C) The City has the power and statutory authority under the
Constitution and laws of the State of Florida to pledge, and by the Bond Resolution has pledged,
the Pledged Revenues, consisting of the Sales Tax Revenues, all as defined in the Bond
Resolution.
A The Bond Resolution has been duly adopted, and the
Continuing Disclosure Certificate, the Paying Agent Agreement, the Debt Service Reserve
Account Agreement and the Bonds have been duly authorized, executed and delivered by the City
and each constitute valid and binding agreements of the City enforceable in accordance with their
terms (subject as to enforceability any remedies to any applicable bankruptcy or insolvency laws
or other laws affecting creditors' rights generally, from time to time in effect.)
(E) Except as disclosed in the Official Statement dated
2002, in regard to the Bonds (the "Official Statement"), no litigation or
other proceedings are pending or threatened in any court or other tribunal of competent
jurisdiction, state or federal, in any way (a) restraining or enjoining the issuance, sale or delivery
OR475934;7 10
•
of any of the Bonds; or (b) questioning or of ecting the validity of the Bonds, the Resolution, the
Continuing Disclosure Certificate, the Pa3 'ng Agent Agreement, the Debt Service Reserve
Account Agreement or the pledge by the Cit of the Pledged Revenues or any monies, investment
income or other security provided under the esolution; or (c) questioning or affecting the validity
of any of the proceedings of the authorization , sale, execution, registration, issuance or delivery
of the Bonds; or (d) questioning or affectingl the organization or existence of the City or the title
to office of the officers thereof, or the po*er or authority of the City to pledge the Pledged
Revenues as defined in the Bond Resolution; or (e) which could materially adversely affect the
operation of the City or the financial condition of the City.
M The Official Statement has been duly approved, authorized,
executed and delivered to the City for distribution in connection with the offering and sale of the
Bonds.
(G) Nothin has come to my attention to lead me to believe that
the information contained in the Official Statement relating to the City (except financial and
statistical information thereof as to which $io opinion is expressed), as to legal matters only,
contains any untrue statement of material fact or omits to state any material fact required to be
stated therein or necessary to make the stat�rnents therein, in light of the circumstances under
which they were made, not misleading.
(H) All ap*ovals, authorizations, permits, consents and orders
of any governmental authority, legislative bcoy, board, commission or agency having jurisdiction
in the matter, which would constitute a cond ion to the performance by the City of its obligations
hereunder or under the Bond Resolution arel in full force and effect.
(I) All co itions precedent to the issuance of the Series 2002
Bonds contained in resolutions or ordinanc of the City have been complied with.
(v) An opinion of Disclosure Counsel dated the date of the Closing and
addressed to the City with a reliance letter to the Underwriter to the effect that based upon their
participation in the preparation of the Of$cial Statement and without having undertaken to
determine independently the accuracy, completeness or fairness of the statements contained in the
Official Statement, as of the Closing Date Inothing has come to the attention of such Counsel
causing them to believe that the Official Statement as of its date contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or to make the
statements therein, in the light of the circumstances under which they were made, not misleading
(except for the financial and statistical information contained in the Official Statement and
information in the Official Statement relating to DTC, the DTC Book -Entry Only system, the
Insurer and its Policy and Debt Service Reserve Account Policy, as to all of which no view need
be expressed).
oR475934;7 11
0
(vi) The written consent of Rachlin, Cohen & Holtz LLP, certified public
accountants, to the use of their report as an appendix to the Preliminary Official Statement and the
Official Statement for the City's audit for the fiscal year ended September 30, 2001 and the
references to their name therein.
(vii) A letter from Standard and Poor's Ratings Services ("S&P") and a
letter from Moody's Investors Service, Inc. ("Moody's") confirming that such rating agencies have
issued ratings of "AAA" and "Aaa" respectively, for the Series 2002 Bonds, conditioned upon the
delivery of the Municipal New Issue Bond Insurance Policy (the "Policy") by Financial Guaranty
Insurance Company (the "Insurer").
(viii) An executed copy of each of the Bond Documents.
(ix) A Certificate of an authorized representative of U.S. Bank National
Association (the "Bank") as Bond Registrar and Paying Agent to the effect that:
(A) the Bank is a national banking association organized, validly
existing and in good standing under the laws of the United States and is duly authorized to serve
as Bond Registrar and Paying Agent for the Series 2002 Bonds;
(B) the Bank has all the requisite authority, power, licenses,
permits and franchises, and has full corporate power and legal authority to execute and perform
its functions under the Bond Resolution and the Paying Agent Agreement;
(C) the performance by the Bank of its functions under the Bond
Resolution will not result in any violation of any organizational documents of the Bank, any court
order to which the Bank is subject or any agreement, indenture or other obligation or instrument
to which the Bank is a party or by which the Bank is bound, and no approval or other action by
any governmental authority or agency having supervisory authority over the Bank is required in
order for the Bank to perform its functions under the Bond Resolution; and
(D) to the best of such authorized representative's knowledge,
there is no action, suit, proceeding, or investigation at law or in equity before any court, public
board or body pending or, to his or her knowledge, threatened against or affecting the Bank
wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely
to materially and adversely affect the ability of the Bank to perform its obligations under the Bond
Resolution.
(x) A duly executed copy of the Policy and the Municipal Bond Debt
Service Reserve Fund Policy of the Insurer (the "Reserve Policy").
OR475934;7 12
•
(xi) An opinion If
eneral counsel to the Insurer and certificates of an
officer of the Insurer dated the date of thesing and addressed to the Underwriter, concerning
the Insurer, the Policy, the Reserve Policyd the information relating to the Insurer, the Policy
and the Reserve Policy, contained in the Oial Statement, in form and substance satisfactory to
the Underwriter and Counsel for the Undriter.
(xii) A certificate t xecuted by the appropriate officer of the City, dated
the Closing Date, satisfactory to Bond Cou el setting forth the facts, estimates and circumstances
which establish that it is not expected that t e proceeds of the Series 2002 Bonds will be used in
a manner that would cause the Series 2002 onds to be "arbitrage bonds" within the meaning of
the Internal Revenue Code of 1986, as am ed, and to the best of the knowledge and belief of
such officer, such expectations are reasons
(xiii) Letters from W and Moody's, confirming the underlying ratings
as set forth under the caption "RATINGS" lin the Official Statement;
(xiv) Such
the City, Bond Counsel, Disclosure
11. Termination. The Underwri
the Underwriter to the City, if at the time
by the Congress of the United States or a(
Representatives or recommended by the Pr
or favorably reported for passage to either
Senate or a decision by a Court of the Unit
l certificates, instruments or opinions, as Counsel to
or the Underwriter may deem necessary or desirable.
may terminate this Agreement by notification from
prior to the Closing (a) legislation shall be enacted
►ted by either the United States Senate or House of
dent of the United States to the Congress for passage
)use of Congress by any committee of the House or
States, including the United States Tax Court shall
be rendered or a ruling, regulation or official statement by or on behalf of the Treasury
Department of the United States, the Interns Revenue Service, or other governmental agency shall
be made, with respect to federal taxation of interest upon the Series 2002 Bonds or other action
or events shall have occurred which have the purpose or effect, directly or indirectly, of materially
adversely affecting the federal income tax Consequences of any of the transactions contemplated
in connection herewith, which in the reasonable opinion of the Underwriter, materially adversely
affects the market for the Series 2002 Bons or the sale by the Underwriter of the Series 2002
Bonds; or (b) legislation shall be enacted! or any action shall be taken by the Securities and
Exchange Commission ("SEC") which, in the reasonable opinion of the Underwriter, has the
effect of requiring the contemplated distrib*tion of the Series 2002 Bonds to be registered under
the Securities Act of 1933, as amended, on the Bond Resolution to be qualified under the Trust
Indenture Act of 1939, as amended, or there shall exist a stop order, ruling or regulation by the
SEC the effect of which is that the issua4tce, offering or sale of the Series 2002 Bonds, as
contemplated hereby or by the Official Statement, is in violation of any provision of the Securities
Act of 1933, as amended and as then in effect, or of the Securities Exchange Act of 1934, as
amended and as then in effect, or that th4 Bond Resolution is not exempt from qualification
OR475934;7 13
11
pursuant to the Trust Indenture Act of 1939, as amended and as then in effect; or (c) there shall
exist any event which in the reasonable judgment of the Underwriter either (i) makes untrue or
incorrect in any material respect any statement of information contained in the Official Statement
or (ii) is not reflected in the Official Statement but should be reflected therein or in an attachment
thereto in order to make any statement and the information contained therein not misleading in any
material respect; or (d) there shall have occurred any outbreak or escalation of hostilities or other
national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the
financial markets or the United States being such as to materially adversely affect the marketability
of the Series 2002 Bonds (it being agreed by the parties hereto that no such outbreak, calamity or
crisis exists as of the date hereof which would materially adversely affect the marketability of the
Series 2002 Bonds); or (e) there shall be in force a general suspension of trading or other material
restrictions not now in force on the New York Stock Exchange; or (f) a general banking
moratorium shall have been declared by either federal, Florida or New York authorities having
jurisdiction and then in force the effect of which on the financial markets of the United States is
such as, in the reasonable judgment of the Underwriter, would materially adversely affect the
market for the Series 2002 Bonds or the sale or distribution by the Underwriter of the Series 2002
Bonds; or (g) except as disclosed in the Official Statement any litigation shall be instituted or be
pending at Closing to restrain or enjoin the issuance, sale or delivery of the Series 2002 Bonds or
that in any way contests or affects any authority for the validity of the Series 2002 Bonds or any
of the Bond Documents, the pledge or application of any moneys or securities provided for the
payment of the Series 2002 Bonds or the existence or powers of the City; or (h) the City has,
without prior written consent of the Underwriter, offered or issued any bonds, notes or other
obligations for borrowed money, or incurred any material liability for borrowed money, or
incurred any material liability direct or indirect, in each case secured by the Sales Tax Revenues,
or there has been an adverse change of a material nature in the financial position, results of
operation or condition, financial or otherwise, of the City in all cases other than in the ordinary
course of its business, or other than as contemplated in the Official Statement, which change could
materially adversely affect the transactions contemplated hereby.
This Agreement shall also be subject to termination in the absolute discretion of the
Underwriter, by notice given to the City prior to delivery of and payment for the Bonds, if at any
time prior to such time (i) trading in the City's outstanding securities shall have been suspended
by the Securities and Exchange Commission or trading in securities generally on the New York
Stock Exchange or the American Stock Exchange or the Nasdaq National Market shall have been
suspended or limited or minimum prices shall have been established on either of such Exchanges;
(ii) a banking moratorium shall have been declared either by Federal or New York State
authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration
by the United States of a national emergency or war or other calamity or crisis (it being agreed
by the parties hereto that no such hostilities, declaration, emergency, war, calamity or crisis exists
as of the date hereof) the effect of which on financial markets is such as to make it, in the
reasonable sole judgment of the Underwriter, impractical or inadvisable to proceed with the
OR475934:7 14
•
offering or delivery of the Series 2002 Bonds!
of any amendment or supplement thereto).
contemplated by the Official Statement (exclusive
If the City shall be unable to satisfy toe conditions to the obligation of the Underwriter to
purchase, to accept delivery of and to pay for the Series 2002 Bonds contained in this Agreement
and the Underwriter does not waive such inability in writing, or if the obligations of the
Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall
be terminated and neither the Underwrite nor the City shall have any further obligations
hereunder, except as provided in Sections 1(, 12 and 13 hereof. However, the Underwriter may,
in its discretion, waive, by written notice one or more of the conditions imposed by this
Agreement and proceed with the closing, except that the Underwriter may not waiver receipt of
the Continuing Disclosure Certificate.
12. Expenses.
(a) The Underwriter shall �e under no obligation to pay, and the City shall pay,
all expenses incident to the performance of th� City's obligations under this Agreement, including,
without limitation, (i) the cost of preparation and printing of the Preliminary Official Statement
and the Official Statement (including amendments or supplements thereto), (ii) the cost of the
preparation, printing and execution of the Series 2002 Bonds, (iii) the fees and disbursements of
Bond Counsel, Disclosure Counsel, the Insurer, Counsel to the City and the City's financial
advisor, (iv) the fees and disbursements of the bond registrar, the paying agent, the City's
independent certified public accountants and Of any other experts, advisors or consultants retained
to assist the City, (v) fees for bond ratings, $nd (vi) the cost of reproducing all necessary copies
of any of the Bond Documents.
(b) The Underwriter shall pay (a) the cost of all "blue sky" and legal investment
memoranda and related filing fees; (b) all adv rtising expenses; and (c) all other expenses incurred
by it in connection with the public offering of the Series 2002 Bonds. In the event that either party
shall have assumed obligations of the other! as set forth in this Section 12, adjustment shall be
made at the time of the Closing or Closing Date.
13. Survival of Contract. The respective agreements, representations and warranties and
other statements of the City, the Underwriter and their respective officials and officers and
directors set forth in, or made pursuant to, ;this Agreement will remain in full force and effect
regardless of any investigation, or statement has to the results thereof, made by or on behalf of the
City, the Underwriter or any of their respective officials, officers or directors or any controlling
person, and will survive delivery and paym4nt of the Series 2002 Bonds.
OR475934;7 15
14. Benefit. This Agreement is made for the benefit of the parties hereto including the
successors or assigns of the Underwriter. No other person shall acquire or have any right
hereunder or by virtue thereof.
15. Execution in CounteMarts. This Agreement may be executed in any number of
counterparts, all of which taken together shall be one and the same instrument, and any parties
hereto may execute this Agreement by signing any such counterpart. The execution of this
Agreement has been duly authorized by the City Commission of the City.
16. Notices. Any notices or other communications to be given to the City under this
Agreement may be given by mailing the same to the City Manager of the City of Tamarac, Florida
at City Hall, 7525 N.W. 88th Avenue, Tamarac, Florida 33321, and any such notice or other
communication to be given to the Underwriter may be mailed to William R. Hough & Co., 100
2nd Avenue South, Suite 800, St. Petersburg, Florida 33701, Attention; Kevin Conitz.
17. Severability. The invalidity or enforceability of any provision of this Agreement
as to any one or more jurisdictions shall not affect the validity or enforceability of the balance of
this Agreement as to such jurisdiction or jurisdictions, of affect in any way such validity or
enforceability as to any other jurisdictions.
18. Waiver or Modifications. No waiver or modification of any one or more of the
terms and conditions of this Agreement shall be valid unless in writing and signed by the party or
parties making such waiver or agreeing to such modification.
oR475934;7 16
19. Governing Law. This,
with the laws of the State of Florida.
ACCEPTED on
i
i
204
shall be governed by and construed in accordance
Very truly yours,
William R. Hough & Co.
I0
Kevin Conitz, Senior Vice President
i
i
(SEAL) ITHE CITY OF TAMARAC, FLORIDA
ATTEST: IBy:
Joel Schreiber, Mayor
By: iBy:
Marion Swenson, CMC, City Clerk Jeffrey L. Miller, City Manager
Approved as to form:
Mitchell S. Kraft, City Attorney
OR475934:7
•
17
EXHIBIT "A"
Form of Disclosure Letter pursuant to
Section 218.385, Florida Statutes
May _, 2002
Members of the City Commission of the
City of Tamarac, Florida
Tamarac, Florida
Re: $
City of Tamarac, Florida Sales Tax Revenue Bonds, Series 2002
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Tamarac, Florida (the "City"), of
$ in aggregate principal amount of its Sales Tax Revenue Bonds, Series 2002,
referred to above (the "Series 2002 Bonds"), William R. Hough & Co. (the "Underwriter") is
preparing to underwrite a public offering of the Series 2002 Bonds. Arrangements for
underwriting the Series 2002 Bonds will include a Bond Purchase Contract (the "Agreement")
between the City and the Underwriter that will embody the negotiations in respect thereof.
The purpose of this letter is to have the Underwriter furnish to the City, pursuant to the
provisions of Section 218.385(6), Florida Statutes, certain information in respect of the
arrangements contemplated for the underwriting of the Series 2002 Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the
Underwriter in connection with the purchase and offering of the Series 2002
Bonds are set forth in Schedule I attached hereto.
(b) The Underwriter has employed no "finders", as defined in Section 218.386,
Florida Statutes, as amended, connected with the issuance of the Series
2002 Bonds.
(c) The underwriting spread (i.e., the difference between the price at which the
Series 2002 Bonds will be initially offered to the public by the Underwriter
OR475934;7 A - 1
and the price to be p to the City for the Series 2002 Bonds exclusive of
original issue discoun and accrued interest in both cases) will be $
per $1000 par value the principal amount of the Series 2002 Bonds.
(d) Based on and as part) of the estimated underwriting spread set forth in
paragraph (c) above,' a Underwriter will charge a management fee of
$ per $1000 pat value of the principal amount of the Series 2002
Bonds.
(e) There is no other fe4, bonus or other compensation to be paid by the
Underwriter in tonne tion with the issuance of the Series 2002 Bonds to
any person not regula#y employed or retained by the Underwriter, except
as specifically enume#ated as expenses referred to in paragraph (a) above
to be incurred by the gnderwriter as set forth in Schedule 1 attached hereto.
(f) The name and corpor4te headquarters address of the Underwriter is:
William R. Hough & Co.
100 2nd Avenue Sout*, Suite 800
St. Petersburg, Florido 33701
We understand that you do not require any further disclosure from the Underwriter
pursuant to Section 218.385, Florida Statutos, as amended.
OR475934;7
A - 2
Very truly yours,
William R. Hough & Co.
ILM
Kevin Conitz, Senior Vice President
SCHEDULEI
ESTIMATED EXPENSES
ITEM
TOTAL
OK475934;7 A - 3
TOTAL
•
MATURITIES, AMOUNTS,
MATURITIES
(April 1)
E
OR475934;7
•
AMOUNT
TEREST RATES, AND YIELDS
SERIAL BONDS
INTEREST
RATE
YIELD CUSIP
Redemption
(To Be Provided)
Optional Redemption of Series 2002 Bonds
OR475434;7 B - 2
lea-]
F RM OF
PRELIMINARY FFICIAL STATEMENT
PRELIMINARY OFFICIAL STATEMENT DATED MA Y 2002
Ci --"—
F
n NEW ISSUE- BOOK -ENTRY ONLY RATINGS: See"BOND INSURANCE" and "RATINGS"
c herein
a `u
u
O y ° In the opinion of Band Counse4 assuming continuing compliance by the City with various covenants in Ahe Resolution, under
w d v exisdngstatuies, rtWulations, andjudicialdecisions, theinterest on die Series 2001 Bonds will be exdudedfrom gross incomeforFederal
E c v income tax purposes of die holders thereof and is not an item of tax preference for purposes ofthe Federal alternatiie minimum tax
c r imposed on individuals and corporations The Series 2002 Bonds are, under existing laws and regulations, also exempt from intangible
ctaxes imposed pursuant to Chapter i99, Florida Statutes, as amended. See "TAX EXEMPTION" herein for a description ofalternative
a minimum tax treatment and certain other tax consequences to holders of the Series 2001 Bonds.
m v
b' $13,275,000*
°
CITY OF TAMARAC, FLORIDA
SALES TAX REVENUE BONDS, SERIES 2002
c W Dated: May 1, 2002 Doe: April 1, as shown below
The City of Tamarac, Florida (the "City") is issuing its Sales Tax Revenue Bonds, Series 2002 (the "Series 2002 Bonds") only
ae in the form of fully registered bonds in the denomination of S5,000 principal amount or any integral multiple thereof. The Series 2002
a ,a Bonds will bear interest at the fixed rates setforth below payable semi-annually on each April 1 and October 1, commencing October 1,
E b 2002. The Series 2002 Bonds, when issued, will be registered in the name of C ede & Co., as nominee for The Depository Trust Company,
F New York, New York ("DTC") which will act as securities depository for the Series 2002 Bonds, Purchases of beneficial interests in the
o ` q Series 2002 B onds will be made in book -entry form. Purchasers of the Series 2002 Bonds ("Beneficial Owners") will notreceive physical
$ delivery of Series 2002 Bonds. Accordingly, principal and interest on the Series 2002 Bonds will be paid by U.S. Bank National
cr Association, St. Paul, Minnesota, as paying agent directly to DTC as the registered owner thereof. Disbursements ofsuch payments lathe
° u DTC Participants is the responsibility ofDTC and disbursements of such payments to the Beneficial Owners is the responsibility of Direct
w H Participants and Ind irect Participants, as more fully described herein. Sce "DESCRiPTION OF THE SERIES 2002 BONDS - Book -Entry
° Only System" herein.
° m o
o Certain of the Series 2002 Bonds are subject to optional redemption prior to maturity as set firth herein.
a ° The Series 2002 Bonds are beingissued pursuant to Chapter 166, Florida Statutes, themunicipal charter of the City, and other
~.W applicable provisions oflaw, and,pursuantto City Resolutions No. 98-156, No. 99-178, No. 99-192 and No. R-2002-____ (collectively,
the "Resolution"). The Series 2002 Bonds are being issued to finance aportion ofthe construction of certain publiccapital projects described
G herein (the "Project"), and to pay certain costs of issuance of the Series 2002 Bonds includingthe municipal bond insurance and Reserve
° ro Policy premiums.
0 0 ° 2 The Series 2002 Bonds and the interest thereon are secured by and payable solely from Saks Tax Revenues as defined in the
o A .!2 Resolution. The lien of the Series 200 2 Bond s on the Sales Tax Revenues is on a parity with the lien thereon of th a City's outstanding Sales
it v Tax Revenue Bonds, Series 1999 currently outstanding in the aggregate principal amount of $7,865,000 (the "Parity Bonds"). Pursuant
ou .0 to the Resolution, the City may in the future pledge to the Series 2002 Bonds and the Parity Bonds "Additional Pledged Revenues"
d (collectively, with the Sales 'fax Revenues, the "Pledged Revenues"). See "SECURITY FOR THE SERIES 2002 BONDS" and "DEBT
' SERVICE REQUIREMENTS" herein.
t ua The Series 2002 Bonds do not constitute general obligations of the City. The City is not obligated to pay the principal
s d o of, redemption premium, if any, or interest on the 2002 Bands, except from the Pledged Revenues. Neither the full faith and credit
u o d nor the taxing power of the City to levy any ad valorem real or tangible personal property taxes is pledged to the payment of the
u .0 Series 2002 Bonds.
" Payment of the principal of and interest on the Series 2002 Bonds, when due will be guaranteed by a municipal bond
,g E v insurance policy to be issued simultaneously with the delivery of the Series 2002 Bonds by Financial Guaranty Insurance
o a Company.
t a
[INSURER'S LOGO]
n a` u For discussion of the terms and provisionsof such policy, including the limitations thercot see "BOND INSURANCE" herein and Appendix
eD hereto.
c b c
`0 This cover page contains certain information for quick reference only. it is not a summaryof the Series 2002 Bonds.Investors must read the
'a entire OffcialStatementto obtain information essential tothe making ofan informed investment decision,
W
° u ,j~ MATURiTIES,AMOUN'IS, INTEREST RATES, AND PRICES OR YIELDS AND CUSIP NUMBERS
c a S__—�--SERIALBONDS
e a Price Intefes Price
i o e Maturities interest or Maturities t or
° 0 Z (April l)" Amounts" Rates Yield CUSIP (April I ' Amounts' Retes Yield CUSIP
c 3 a 2003 $390,000 2014 $ 680,000
b e
c w 8 2004 455.000 2015 710.000
] `v u 2005 470.000 2016 745,000
12 y 2006 485,000 2017 780.000
a e 2007 505.000 2018 820,000
a C '4 -5 2008 525,000 2019 865,000
2009 545,000 2020 910,000
a�
' a 1 c 2010 570,000 2021 953,000
2011 593,000 2022 1,005,000
a '0 2012 620,000
2013 645,000
The Series 2002 Bonds are offered when, as ad if issued and accepted by the Underwriter subject to the approval of legality
by Bryant, Millerand Olive, P.A., Tampa, Florida, Bond ou nsel. Certain other legal matters will be passed on for the City by its counsel,
Mitchell S. Kraft, Esquire, City Attorney and by A kerm an, Senterfitt & Eidson, P.A., Orlando, Florida, Disclosure Counsel. Public
Financial Management, Inc„ Ft Myers, Florida is serm Wg as f hancial advisor to the City in connection with the issuance of the Series
2002 Bonds, The Series 2002 Bonds are expected to be ielivered through the facilities of DTC in New York, New Yorkon or about May
2002,
liam R. Hough & Co.
Dated .2002
*Preliminary, subject to change
L-1
IsORa72121;9
CITY OF TAMARAC, FLORIDA
OFFICIALS
CITY COMMISSION
Joe Schreiber - Mayor
Edward C. Portner - Vice -Mayor
Gertrude Mishkin
Marc L, Sultanof
Karen L. Roberts
CITY MANAGER
Jeffrey L. Miller
CITY ATTORNEY
Mitchell S. Kraft, Esq.
ASSISTANT CITY MANAGER AND INTERIM DIRECTOR OF FINANCE
Michael C. Cernech
FINANCE AND POLICY QFFICER
Leanne Williams, CPA
CITY AUDITORS
Rachlin Cohen & Holtz, LLP
Fort Lauderdale, Florida
BOND COUNSEL
Bryant, Miller and Olive, P.A.
Tampa, Florida
FINANCIAL ADVISOR
Public Financial Managemcnt, Inc.
Fort Myers, Florida
DIS LOSURE COUN EL
Akerman, Senterfitt & Eidson, P.A.
Orlando, Florida
OR472121; 9
No dealer, broker, salesman or other person as been authorized by the City, the Insurer or the Underwriter to
give any information or to mak a any repre sentation w th re spect to the S eries 2002 Bond s other than tho se contained in
this Official Statement, and, if given or made, such of information or representati ons must not be relied upon as having
been authorized by any of the foregoing. This Offic- l Statement does not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the ries 2002 Bonds by any person in any jurisdiction in which it is
unlawful for suchperson to make such offer, solicitati n orsale. The information setforth herein has been obtained from
the City, OTC, the Insurer, and other sources which re believed to be reliable.
The Underwriter has reviewed the infotmat n in this Official Statement in accordance with, and as a part of
its responsibilities to investors under the federal se urities laws as applied to the facts and circumstances of this
transaction, but the Underwriter does not guarantee qie accuracy or completeness of such information.
The information herein is subject to change without notice and neither the delivery hereof not any sale hereunder
at any time implies that information herein is correct a#of anytime subsequent to its date. Any statements in this Official
Statement involving estimates, assumptions and mat*rs of opinion, whether or not so expressly stated, ate intended as
such and not as representations of fact,
IN CONNECTION WITH THE OFFERIN OF THE SERIES 2002 BONDS, THE UNDERWRITER MAY
OVER -ALLOT OR EFFECT TRANSACTIONS W ICII STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE SFRIES2002 BONDSAT A LEVEL ABOVE JHAT WHICH MIGHT OTHERWISE PREVAILIN THE OPEN
MARKET. SUCH STABILIZATION, IF COMME CED, MAY BE DISCONTINUED AT ANY TIME.
NO REGISTRATION STATEMENT RE TING TO THE SERIES 2002 BONDS HAS BEEN FILED WITH
TILE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE
SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON
THEIR OWN EXAMINATIONS OF THE CITY *NO THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THE SERIES 2002 BONDS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A
CRIMINAL OFFENSE.
References herein to laws, rules, regulatior s, resolutions, agreements, reports and other documents do not
purport to be comprehensive or definitive -All references to such documents are qualified in their entiretyby reference
to the particular document, the full text ofwhich may contain qualifications of and exceptions to statements made herein.
Where full texts have not been included as appendic to this Official Statement, they may be obtained from the City of
Tamarac, Florida, City Hall, 7525 N.W . 88th Avenue Tamarac, Florida 33321, (954) 724-13 18, Attention: Finance and
Policy Officer, upon prepayment of reproduction co+, postage and handling expenses.
[REMAINDER OF PAG� INTENTIONALLY LEFT BLANK]
OP47212119
0
TABLE OF CONTENTS
SUMMARY STATEMENT...................................................................
v
TheCity............................................................................
v
The Series 2002 Bonds................................................................
v
Purpose of the Series 2002 Bonds ........................................................
v
Security for the Series 2002 Bonds .......................................................
v
Optional Redemption..................................................................vi
Additional Parity Bonds................................................................vi
Municipal Bond Insurance .......... ....
........ ........................................ vi
Professionals........................................................................
vi
Delivery of the Series 2002 Bonds .......................................................
vii
Continuing Disclosure ................ .
.... ...................... I .............. I..... vii
Additional Information................................................................
vii
Miscellaneous......................................................................
vii
INTRODUCTION..................................................................I.I.I....
1
PURPOSE OF THE SERIES 2002 BONDS ............................................
I .......... 2
THE PROJECT.............................................................................
2
DESCRIPTION OF THE SERIES 2002 BONDS ...................................................
2
GeneralDescription...................................................................
1
Book -Entry Only System .........................
... ...I ....... I...................... 2
Redemption Provisions................................................................
5
SECURITY FOR THE SERIES 2002 BONDS .................................................
I ... 5
General.............................................................................
5
Sales Tax Revenues...................................................................
6
............................................................................
7
Funds and Accounts...................................................................
8
ReservePolicy......................................................................
10
Additional Parity Bonds.......................
..................................... 10
Subordinate Indebtedness.............................................................
11
Other Covcnants.....................................................................
11
Investments........................................................................
11
BOND INSURANCE........................................................................
12
DEBT SERVICE REQUIREMENTS...........................................................
13
ESTIMATED SOURCES AND USESOF FUNDS ................................................
14
THECITY................................................................................
14
BONDHOLDER RISKS.....................................................................
14
LITIGATION..............................................................................
15
LEGALMATTERS.........................................................................
15
OR472121;9 in
•
TAX EXEMPTION .........................
General ...........................
Tax Treatment of Original Issue Discount .
Tax Treatment of Bond Premium ........
UNDERWRITING ..........................
INVESTMENT POLICY .....................
............................................. 16
.........................................1.... 16
........................... 17
.......................................... 17
...................................... 17
................................................ 18
RATINGS................................
F...............................................
18
FINANCIAL STATEMENTS ................................................................
19
CONTINUING DISCLOSURE ................ ...... .................... ......................
19
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ..............................
19
ENFORCEABILITY OF REMEDIES ........... :...............................................
19
FINANCIAL ADVISOR ..................... M...............................................
i
20
CONTINGENTFEES.......................................................................
20
MISCELLANEOUS.........................................................................
20
CERTIFICATE AS TO OFFICIAL STATEMENT �............................................... 20
APPENDIX A
City of Tamarac, Florida
APPENDIX B
Composite Resolution
APPENDIX C
General Purpose Financig
Ended September 30, 20
APPENDIX D
Specimen Municipal Boi
APPENDIX E
Form of Opinion of Boni
APPENDIX F
Form of Continuing Disc
APPENDIX G
Form of the Reserve Pol
al Information.
tatements and Independent Auditors'Report for the Fiscal Year
Insurance Policy
ure Certificate
and Existing Reserve Policy
OR472121;9 iv
0
6YUulul_\:41MhIRT4ds1uIWhQ
This Summary Statement, being part of the Official Statement, is subject to the more complete information
contained herein and should not be considered to be a complete statement of the facts material to making an investment
decision. The offering by the City of Tamarac, Florida, of its $13,275,000* Sales Tax Revenue Bonds, Series 2002 (the
"Series 2002 Bonds") to potential investors is made only by means of the entire Official Statement. No person is
authorized to detach this Summary Statement from the Official Statement or otherwise use it without the entire Official
Statement. Capitalized terms used but not defined in this Summary Statement shall have the same meaning as in the
Resolution (as hereinafter defined), unless the context would clearly indicate otherwise. See "Composite Resolution" -
Appendix B hereto.
The City
The City of Tamarac, Florida (the "City") located in Broward County, Florida, had an estimated 2001
population of S2,413. The City was incorporated in 1963 and operates under its own charter. The governing body of
the City consists of a five member commission of which four members are elected by district, and a mayor is elected at
large. The City provides a full range of municipal services, including police and fire protection, highways and streets,
planning, zoning, parks, recreation, water, sewer, sanitation and general administrative services.
The Series 2002 Bonds
The City is issuing the Series 2002 Bonds only in the form of fully registered bonds in the denomination of
$5,000 principal amount or any integral multiple thereof. The Series 2002 Bonds will bear interest at the fixed rates set
forth on the cover page hereofpayable semi-annually on each April 1 and October 1, commencing October 1, 2002. The
Series 2002 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust
Company, New York, New York ("DTC") which will act as securities depository for the Series 2002 Bonds. Purchases
of beneficial interests in the Series 2002 Bonds will be made in book -entry form. Purchasers of the Series 2002 Bonds
("Beneficial Owners") will not receive physical delivery of Series 2002 Bonds. Accordingly, principal and interest on
the Series 2002 Bonds will be paid by U.S. Bank National Association, aspaying agent directly to DTC as the registered
owner thereof. Disbursements of such payments to the DTC Participants is the respons ibility of DTC and disbursements
of such payments to the Beneficial Owners is the responsibility of Direct Participants and Indirect Participants,as more
fully described herein. See "DESCRIPTION OF THE SERIES 2002 BONDS - Book -Entry -Only System" herein.
Certain of the Series 2002 Bonds are subject to optional redemption prior to maturity as set forth herein. See
"DESCRIPTION OF THE SERIES 2002 BONDS - Redemption Provisions" herein.
Purpose of the Series 2002 Bonds
The Series 2002 Bonds are being issued pursuant to Chapter 166, Florida Statutes, the municipal charter of the
City, and other applicable provisions of law, and City Resolutions No. 98-156, No. 99-178, No. 99-192 and
No. R-2002- _ (collectively the "Resolution"). The Series 2002 Bonds are being issued to finance a portion of
the construction of certain public capital projects described herein (the "Project") and to pay certain costs of issuance
of the Series 2002 Bonds including the municipal bond insurance and Reserve Policy (hereinafter defined) premiums.
Security for the Series 2002 Bonds
The Series 2002 Bonds and the interest thereon are secured by and payable solely from the proceeds derived
by the City from the local government half -cent sales tax levied and collected pursuant to Chapter 212, Part 1, Florida
Statutes, and distributed to the City pursuant to Chapter 218, Part VI, Florida Statutes, as amended (the "Sales Tax
Revenues"). The lien of the Series 2002 Bonds on the Sales Tax Revenues is on a parity with the lien thereon of the
City's outstanding Sales Tax Revenue Bonds, Series 1999 (the "Parity Bonds") currently outstanding in the aggregate
* Preliminary, subject to change
OR472121;9
principal amount of $7,865,000. Pursuantto the Re
and the Parity Bonds "Additional Pledged Revei
Revenues"). Currently,the only Pledged Revenues
2002 BONDS" and "DEBT SERVICE REQUIRE:
lution, the City may in thefuture pledgeto the Series2002 Bonds
.s" (collectively, with the Sales Tax Revenues, the "Pledged
e the Sales Tax Revenues. See "SECURITY FOR THE SERIES
ENTS" herein.
The Series 2002 Bond s do not c onstitute g nera 1 obligateo ns of the C ity. The C ity Is not obligated to pay
the principalof, redemption premium,if any, on Iterest on the 2002 Bonds, exceptfrom the Pledged Revenues.
Neither the full faith and credit nor the taxing po r of the City to levy any ad valorem real or tangible personal
property taxes is pledged to the payment of the S ries 2002 Bonds.
The City will, in connection with the issuan a of the Series 2002 Bonds, deposit to the Debt Service Reserve
Account the Municipal Bond Debt Service Reserve F nd Policy (the "Reserve Policy") of Financial Guaranty Insurance
Company ("Financial Guaranty"), in an amount equal together with the reserve policy of Financial Guaranty previously
deposited to the Debt Service Reserve Account in 4nnection with the issuance of the Parity Bonds, to the Reserve
Requirement for the Series 2002 Bonds and the Parilly Bonds. Amounts in the Debt Service Reserve Account shall be
used only for the purpose of making payments into the Interest Account, Principal Account and Bond Redemption
Account when the other moneys in the Revenue Account are insufficient therefor.
The "Reserve Requirement" is the lesser of (i� the M aximum A nnual Deb t Service, (ii) one hundred twenty-five
percent (125%) of Average AnnualDebtService,or (i+i)ten percent (10%) of the original principal amount of the B onds.
See "SECURITY FOR THE 2002 BOND S - Reservq Account" and "SECURITY FOR TH E SERIES 2002 BONDS -
Reserve Policy" herein.
The City has covenanted in the Resolution, ai nong other matters, to take all actions necessary to remain eligible
under applicable law to continue to receive Sales Tax Revenues and to diligently collect all Pledged Revenues and to
take all steps, action and proceedings for the collectimi of such Pledged Revenues which shall become delinquent to the
full extent permitted or authorized by applicable laws and regulations. See "SECURITY FOR THE SERIES 2002
BONDS - Other Covenants" herein.
Optional Redemption
The Series 2002 Bondsmaturing on or after April 1, ___are subjectto optional redemption on or after April 1,
_—_ at the redemption prices described herein. See 'DESCRIPTION OF THE SERIES 2002 BONDS -Redemption
Provisions" herein.
I
Additional Parity Bonds
Upon compliance with certain requirement3lset forth in the Resolution, the City may issue Additional Parity
Bonds secured on a parity with the Series 2002 Bons and the Parity Bonds. The Series 2002 Bonds, the Parity Bonds
and any Additional Parity Bonds issued pursuant ;to the Resolution are referred to herein as the "Bonds." See
"SECURITY FOR TILE SERIES 2002 BONDS - Additional Parity Bonds" herein.
Municipal Bond Insurance
Payment of the principal of and interest on tl�e Series 2002 Bonds, when due will be guaranteed by a municipal
bond insurance policy to be issued simultaneously with the delivery of the Series 2002 Bonds by Financial Guaranty.
See "BOND INSURANCE" herein and Appendix Dlhereto.
Professio nals
U.S. Bank National Association, St. Paul, Minnesota, will serve as Registrar and Paying Agent pursuant to the
Resolution.
OR472121;9 yr
Bryant, Millerand Olive, P,A., Tampa, Florida, is serving as Bond Counsel. Mitchell S. Kraft, Esquire is the
City Attorney, and Akerman, Senterfitt & Eidson, P.A., Orlando, Florida, is serving as Disclosure Counsel. Public
Financial Management, Inc. is the City' financial advisor.
Delivery of the Series 2002 Bonds
It is anticipated that the Series 2002 Bonds in fully registered form will be available for delivery through the
facilities of DTC on or about May ___, 2002.
Continuing Disclosure
The City has agreed and undertaken for the benefit of the Holders and beneficial owners of Series 2002 Bonds,
to provide certain financial information and operating data relating to the City and the Series 2002 Bonds and notice of
certain enumerated events pursuant to Rule 15c2-12 of the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934. See "CONTINUING DISCLOSURE" herein and Appendix F hereto.
Additional Information
This Official Statement speaks only as of its date and the information contained herein is subject to change.
Descriptions of the Series 2002 Bonds, and other agreements and documents contained herein constitute summaries of
certain provisions thereof and do not purport to be complete. Reference is made to the Resolution, and such other
agreements and documents for a more complete description of such provisions.
Investors should contactthe Finance and Policy Officer(954) 724-1318 at City Hall, 7525 N.W. 88th Avenue,
Tamarac, Florida 33321, to obtain copies ofbasic documentation referred to herein or with questions concerning this
Official Statement of the Series 2002 Bonds.
Except to the extent otherwise indicated, information contained in this Official Statement was compiled by the
City.
Miscellaneous
The references, excerpts and summaries of all documents referred to herein do not purport to be complete
statements of the provisions of such documents, and reference is directed to all such documents for full and complete
statements of all matters of fact relating to the Series 2002 Bonds, the security for the payment of the Series 2002 Bonds,
and the rights and obligations of holders thereof.
The information contained in the Official Statement involving matters of opinion or estimates, whether or not
so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates will be realized. Neither this Official Statement nor any statement which may have been made verbally or in
writing is to be construed as a contract with the holders of the Series 2002 Bonds.
(END OF SUMMARY STATEMENT]
OR472121;9 vii
•
OFFICI11kL STATEMENT
CITY OFT MARAC, FLORIDA
SALES TAX REVIINUE BONDS, SERIES 2002
UCTION
The purpose of this Official Statement, inclu ing the cover p age, Summary Statement and all appendices, is to
set forth certain information in connection with the sa bythe City of Tamarac, Florida (the City") of its $13,275,000'"
aggregate principal amount of Sales Tax Revenue Bo ds, Series 2002 (the "Series 2002 Bonds").
The Series 2002 Bonds are issued under andlpursuant to Chapter 166 Florida Statutes, the municipal charter
of the City and other applicable provisions of lavA, and Resolutions No. 98-156, No. 99-178, No. 99-192 and
No. R-2002-__ (collectively, the "Resolution"). Oee Appendix B, "Composite Resolution".
The Series 2002 Bonds and the interest therelon are secured by and payable solely from the proceeds derived
by the City from the local government half -cent sales tax levied and collected pursuant to Chapter 212, Part I, Florida
Statutes, and distributed to the City pursuant to Chatter 218, Part VI, Florida Statutes, as amended (the "Sales Tax
Revenues"). The lien of the Series 2002 Bonds on tho Sales Tax Revenues is on a parity with the lien thereon of the
City's outstanding Sales Tax Revenue Bonds, Series 1999 (the "Parity Bonds") currently outstanding in the aggregate
principal amount of $7,865,000. Pursuant to the Resolution, the City may in the future pledge to the Series 2002 Bonds
and the Parity Bonds "Additional Pledged Revenues" (collectively, with the Sales Tax Revenues, the "Pledged
Revenues"). Currently, the onlyPlcdged Revenuesar� the Sales Tax Revenues. See "SECURITY FOR THE SERIES
2002 BONDS" and "DEBT SERVICE REQUIREMONTS" herein.
The Series 2002 Bonds do not constitute goneral obligations of the City. The City is not obligated to pay
the principal of, redemption premium, if any, or interest on the 2002 Bonds, except from the Pledged Revenues.
Currently, the only Pledged Revenues are the SaleslTax Revenues. Neither the full faith and credit nor the taxing
power of the City to levy any ad valorem real or t4ngible personal property taxes is pledged to the payment of
the Series 2002 Bonds.
The Series 2002 Bonds are issuable only in the form of fully registered bonds in denominations of $5,000
principal amount or any integral multiple thereof. Th4 Series 2002 Bonds, when issued, will be registered in the name
of Cede & Co., as nominee for The Depository True t Company, New York, New York ("DTC") which will act as
securities depository for the Series 2002 Bonds. Purebasesof beneficial interests in the Series 2002 Bonds wit lbe made
in book -entry form. Purchasers of the Series 2002 Bonds ("Beneficial Owners") will not receive physical delivery of
Series 2002 Bonds. Accordingly, principal and interest on the Series 2002 Bonds will be paid by U.S. Bank National
Association, St. Paul, Minnesota, as payingagent direcoy to DTC as the registered owner thereof. Disbursements of such
payments to the DTC Participants is the responsibility of DTC and disbursements of such payments to the Beneficial
Owners is the responsibility of Direct Participants $nd Indirect Participants, as more fully described herein. See
"DESCRIPTION OF THE SERIES 2002 BONDS - Book -Entry -Only System" herein.
Certain of the Series 2002 Bonds are subjectito optional redemption prior to maturity as set forth herein. See
"DESCRIPTION OF THE SERIES 2002 BONDS - gedemption Provisions" herein.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
* Preliminary, subject to change
OR472121;9
0
Capitalized terms used herein but not defined herein have the same meanings as when used in the Resolution
unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 2002
Bonds are set forth in the Resolution, a composite of which is attached to this Official Statement as Appendix B.
The description ofthe Series 2002 Bonds,the documents authorizing and securing the same, and the information
from various reports and statements contained herein am not comprehensive or definitive. All references herein to such
documents, reports and statements are qualified by the entire, actual contentof such documents, reports and statements.
Copies of such documen ts, reports and statements referred to herein that are not included in their entirety in this Official
Statement may be obtained, after payment of applicable copying and mailing costs, from the City of Tamarac, at City
Hall, 7525 N.W. 88th Avenue, Tamarac, Florida 33321, Attention: Finance and Policy Officer, (954) 724-1318.
PURPOSE OF THE SERIES 2002 BONDS
The Series 2002 Bonds are being issued to finance the acquisition and construction of certain public capital
projects described herein (the "Project") and to pay certain costs of issuance of the Series 2002 Bonds including the
municipal bond insurance and Reserve Policy (hereinafter defined) premiums.
THE PROJECT
The Project consists of the acquisition and construction of certain capital projects within the City. More
specifically the proceeds of the Series 2002 Bonds deposited in the Construction Fund will be expended primarily to
construct
• street improvements
• site work and engineering
• a fire station
• a development services building
• a public works storage building
• parks and recreational facilities.
• and to acquire land
DESCRIPTION OF THE SERIES 2002 BONDS
General Description
The Series 2002 Bonds will be issued as fullyregistered bonds in the denomination of $5,000 each or integral
multiples thereof and will be initially registered in the name of Cede & Co., as nominee of DTC, New York, New York,
which will act as securities depository for the Series 2002 Bonds. Unless the book -entry system is discontinued as
described herein, individual purchases of the Series 2002 Bonds will be made in book -entry form only, and the
purchasers will not receive physical delivery of the Series 2002 Bonds or any certificate representing their beneficial
ownership interests in the Series 2002 Bonds. See "Book -Entry Only System" below.
Interest on the Series 2002 Bonds is payable on October 1, 2002 and on each April I and October 1 thereafter
until maturity or redemption. Amounts due on the Series 2002 Bonds will be paid to Cede & Co., as nominee for DTC,
as registered owner of the Series 2002 Bonds, to be subsequently disbursed to Direct Participants and Indirect
Participants and thercafter to the Beneficial Owners of the Series 2002 Bonds.
Book -Entry Only System
The information set forth under this caption concerning DTC and DTC Is book -entry system has been
obtained from sources the City believes to be reliable, but the City takes no responsibility for the accuracy
thereof.
OR472121;9
The Series 2002 Bonds will be issued as full registered bonds without coupons. DTC, New York, New York,
will act as securities depository for the Series 2002 1 londs. The Series 2002 Bonds will be issued as fully registered
securities registered in the name of Cede & Co. (DT( 6s partnership nominee). One fully registered Series 2002 Bond
will be issued for each maturity of the Series 2002 H rids. Individual purchases of beneficial ownership interests will
be made in book -entry form only, in the principal amo int of $5,000 or any integral multiple thereof. Beneficial owners
of the Series 2002 Bonds will not receive physical de ivery of Series 2002 Bonds.
DTC, the world's largest depository, is a limit
Law, a "banking organization" within the meaning o
System, a "clearing corporation" within the meaning
agency" registered pursuant to the provisions of Secti
provides asset servicing for overt million issues ofU.
and money market investments from over 85 countrie
also facilitates the post -trade settlement among Direct
securities through electronic computerized book -entry
eliminatesthe need for physical movement of securiti
securities brokers and dealers, banks, trust companie
a wholly -owned subsidiary of The Depository Trust
a number of Direct Participants of DTC and Membe
Securities Clearing Corporation, MSS Clearing Cor
GSCC, MBS CC, and EMCC, also subsidiaries of E
American Stock Exchange LLC, and the National As
also available to others such as both U.S. and non-1
clearing corporations that clear through or maintain a
indirectly ("Indirect Participants"), DTC has Standan
Participants are on file with the Securities and Excha
www.dtce.com.
Purchases of Series 2002 Bonds under the h
will receive a credit for the Series 2002 Bonds on D'
each Series 2002 Bond ("Beneficial Owner") is in to
Beneficial Owners will not receive written confirm
expected to receive written confirmation providing
holdings, from the Direct or Indirect Participant th
Transfers of ownership interests in the Series 2002
Participants acting on behalf of Beneficial Owners.
ownership interest in Series 2002 Bonds,exceptin th
is discontinued.
A purpose trustcompany organized underthe New York Banking
the New York Banking Law, a member of the Federal Reserve
of the New York Uniform Commercial Code, and a "clearing
)n 17A of the Securities Exchange Act of 1934. DTC holds and
. and non-U.S. equity issues, corporate and municipal debt issues
that Participants ("Direct Participants') depositwidt DTC, DTC
Participantsof sales and other securities transactions in deposited
aansfers and pledg es between Direct P articipants' accounts. This
certificates. Direct Participants includeboth U.S. and non-U.S.
,clearing corporations, and certain other organizations, DTC is
c Clearing Corporation ("DTCC"). DTCC, in turn, is owned by
s of the National Securities Clearing Corporation, Government
ioration, and Emerging Markets Clearing Corporation, (NSCC,
TCC), as well as by the New York Stock Exchange, Inc., the
aciation of Securities Dealers, Inc. Access to the DTC system is
.S. securities brokers and dealers, banks, trust companies, and
,ustodial relationship with a Direct Participant, either directly or
& Poor's highest rating: AAA. The DTC Rules applicable to its
me Commission. More information about DTC can be found at
'C system most be made by or through Direct Participants, which
C's records. The ownership interest ofeach actual purchaser of
t to be recorded on the Direct and Indirect Participant's records,
ion from DTC of their transaction, but Beneficial Owners are
etails of the transaction, as well as periodic statements of their
)ugh which the Beneficial Owner entered into the transaction.
3onds are to be accomplished by entries made on the books of
leneficial Owners will not receive certificates representing their
event that use ofthe book -entry system for the Series 2002 Bonds
To facilitate subsequent transfers, all Series 002 Bond s deposited by Participants with DTC are registered in
the name of DTC's partnership nominee, Cede & Co. he deposit of Series 2002 Bonds with DTC and their registration
in the name of Cede & Co. effect no change in bene ial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Series 2002 Bonds, DTC's records re et onlythe identityof the Direct Participants to whose accounts
such Series 2002 Bonds are credited, which may o may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping acco int of their holdings on behalf of their customers.
Conveyance of notices and other cornmuniclations by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory O� regulatory requirements as may be in effect from time to time.
Beneficial Owners of Series 2002 Bonds may wish toltake certain steps to augment the transmissionto them ofnotices
of significant events with respect to the Series 200� Bonds, such as redemptions, tenders, defaults, and proposed
amendments to the security documents. For example] Beneficial Owners of Series 2002 Bonds may wish to ascertain
that the nominee holding the Series 200 2 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
OR411111-19
I�
•
Owners. In the alternative Beneficial Owners may wish to provide their names and addresses to the registrar and request
that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2002 Bonds are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2002
Bonds. Under its usual procedures, DTC will mail an Omnibus Proxy to the City as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Series 2002 Bonds arc credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2002 Bonds will be made to Cede & Co. or such other nominee
as maybe requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts
upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent on the payable date
in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the accountsof
customers in bearer form or registered in "street name," and will be the responsibility ofsuch Participant and not ofDTC,
DTC's nominee, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect
from time totime. Payment of principal, and interest to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments
to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners
shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2002 Bonds at any time
by giving reasonable notice to City or paying agent. Under such circumstances, in the event that a successor depository
is not obtained, Series 2002 Bonds certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor
securities depository). In that event Series 2002 Bonds certificates will be printed and delivered.
SO LONG AS CEDE & CO. ISTHE REGISTERED OWNER OF THE SERIES 2002 BONDS, ASNOMINEE
OF DTC, REFERENCES HEREIN TO THE HOLDER OF THE SERIES 2002 BOND OR REGISTERED OWNERS
OF THE SERIES 2002 BONDS SHALL MEAN DTC AND SHALLNOT MEAN THE BENEFICIAL OWNERS OF
THE SERIES 2002 BONDS.
The City can make no assurances that DTC will distribute payments of principal of, redemption price, if any,
or interest on the Series 2002 Bonds to the Direct Participants, or that. Direct and Indirect Participants will distribute
payments of principal of, redemption price, if any, or interest on the Series 2002 Bonds or redemption notices to the
Beneficial Owners of such Series 2002 Bonds or that they will do so on a timely basis, or that DTC or any of its
Participants will act in a manner described in this Official Statement. The City is not responsible or liable for the failure
of DTC to make any payment to any Direct Participant or failure of any Direct or Indirect Participant to give any notice
or make any payment to a Beneficial Owner in respect to the Series 2002 Bonds or any error or delay relating thereto.
The rights ofholders of beneficial interests in the Series 2002 Bonds and the manner of transferring or pledging
those interests is subject to applicable state law. Holders of beneficial interests in the Series 2002 Bonds may want to
discuss the manner of transferring or pledging their interest in the Series 2002 Bonds with their legal advisors.
In the event the book -entry system is terminated, the transfer and exchange of Series 2002 Bonds shall be
accomplished as described in Appendix B "Composite Resolution."
OR472121;9 4
•
•
Redemption Provisions
Optional Redemption
The Series 2002 Bonds maturing prior to Ap
The Series 2002 Bonds maturing on April 1,
the City, as a whole or in part on April 1, , or
as the City shall designate and by lot within a maturit,
the principal amountof the Series2002 Bonds to be re
during the following periods:
Redemption Period l
(both dates inclusive
Notice and Effect of Redemption
it 1, shall not be subject to redemption prior to maturity.
or thereafter may be redeemed prior to maturity at the option of
xn any date thereafter, if in part, from such maturity or maturities
at the fallowing redemption prices (expressed as a percentage of
leemed) plus accrued interest to the redemption date, if redeemed
Redemption Price
At least thirty (30) days before the redemption date, a notice ofredemption, either in whole or in part, shall be
mailed, first class mail, postage prepaid, to allregister,W owners of Series 2002 Bonds to be redeemed at their addresses
as they appear on the registration books. Failure to tt+ail any redemption notice to any Series 2002 Bondholder or any
depositories and wire services, or any defect in any notice so mailed, shall not affect the validity of the proceedings for
the redemption of the Series 2002 Bonds of any otheii Holder of Series 2002 Bonds. Notice having been given in the
manner provided in the Resolution, the Series 2002 Fonds or portions of Series 2002 Bonds so called for redemption
shall, on the redemption date designated in such notice become and be due and payable atthe redemption price provided
for redemption for such Series 2002 Bonds or portio s of Series 2002 Bonds on such date. On the date so designated
for redemption, interest on the Series 2002 Bonds or*rtionsof Series 2002 Bonds so called for redemption shall cease
to accrue, such Series 2002 Bonds and portions of Series 2002 Bonds shall cease to be entitled to any lien, benefit or
security under the Resolution and shall be deemed pa d under the Resolution, and the registered owners of such Series
2002 Bonds or portions of Series 2002 Bonds shall ve no rights except to receive payment of the redemption price.
SECURITY FORITHE SERIES 2002 BONDS
General
The Series 2002 Bonds are limited obligations of the City payable solely from and secured by a pledge of the
proceeds derived by the City from the local governmc*t half -cent sales tax levied and collected pursuant to Chapter 212,
Part I, Florida Statutes, and distributed to the City pursuant to Chapter 218, Part V1, Florida Statutes, as amended (the
"Sales Tax Revenues" or "Pledged Revenues"). The Ilien of the Series 2002 Bonds on the Sales Tax Revenues is on a
parity with the lien thereon of the Parity Bonds. Pursu)int to the Resolution, the Citycovenants that if, in any Fiscal Year,
Sales Tax Revenues are less than one hundred twenty4ive percent (125%) ofthe Annual Debt Service Requirement for
all Bonds outstanding, it shall pledge, to the extent Iogally available, Additional Pledged Revenues (collectively with
the Sales Tax Revenues, the "Pledged Revenues") so fat the Pledged Revenues shall be adequate in the next succeeding
Fiscal Year to pay at least one hundred twenty-five Percent (125%) of the Annual Debt Service Requirement for all
Bonds outstanding,and that such Pledged Revenues s allbe sufficient to make allof the otherpayments provided in the
Resolution as the same become du in such Fiscal YOr. No assurance can be given that, should such an event occur,
the City will be able to pledge legally available Additional Pledged Revenues in amounts sufficient to complywith such
covenant.
Additional Pledged Revenues are defined �s any revenues, other than those revenues previously pledged
pursuant to the Resolution, that may hereafter be pledged by the City for the payment of Bonds by subsequent
proceedings of the City, provided, however, that the City shall have received an opinion of Bond Counsel or the City
OR472121;9
Attorney to the effect that such sourceof revenue is legally available to be pledged as security for the Bonds and the City
has full authority to pledge said revenues. Currently there are no Additional Pledged Revenues.
The City further covenants in the Resolution that it has power to irrevocably pledge said Pledged Revenues to
the payment of principal of and interest on the Bonds issued pursuant to the Resolution and that the pledge of said
Pledged Revenues in the manner provided in the Resolution shall not be subject to repeal, modification or impairment
by any subsequent ordinance or other proceedings ofthe governing body ofthe City, exceptas provided in the Resolution
or by any subsequent act or acts of the Legislature of Florida.
The Series 2002 Bonds do not constitute general obligations of the City. The City is not obligated to pay
the principal of, redemption premium, if any, or interest on the 2002 Bonds, except from the Pledged Revenues.
Currently, the only Pledged Reven ties are the Sales Tax Revenues. Neither the fu Il faith and credit nor thetaxing
power of the City to levy any ad valorem real or tangible personal property taxes is pledged to the payment of
the Series 2002 Bonds.
Sales Tax Revenues
Pursuant to Chapter 212, Florida Statutes, the State of Florida levies and collects a salestax ofsix percent(6%)
on, among other things, the sales price of each item or article of tangible personal property sold at retail in the State of
Florida, subject to certain exceptions and dealer allowances as setforth therein. Chapter 212 provides that 9.653% of
the proceeds remitted to the State of Florida by a sales tax dealer located within a participating county, after certain
required deposits to the State's General Revenue Fund and Solid Waste Management Trust Fund, is required to be
deposited in the Local Government Half -cent Sales Tax Clearing Trust Fund in the State Treasury (the "Trust Fund")
and earmarked for distribution to the governing body of such county and of each municipality within that county pursuant
to a distribution formula. Such funds have been designated by law as the "Local Government Half -Cent Sales Tax" (the
"Half -Cent Sales Tax"). The Half -Cent Sales Taxis distributed from the Trust Fund on a monthly basis to participating
units of local government in accordance with Chapter 2 18, Part VI, Florida Statutes,
Chapter 218, Part VI, Florida Statutes, permits the local governments to pledge their shares of the Half -Cent
Sales Tax for the payment of principal and interest on indebtedness incurred to finance any capital project.
The Half -Cent Sales Tax collected within a county is distributed to the cities therein in accordance with the
following formula:
City's Share= city population
total county 2/3 incorporated area
population + population
The City has complied with all of the requirements set forth in Chapter 218, Part VI which are necessary in
order for the City to receive its portion of funds from the Trust Fund during the 2001-2002 fiscalyear and has covenanted
in the Resolution to take all actions necessary to remain eligible under applicable law to continue to receive Sales Tax
Revenues. To be eligible to participate in distributions from the Trust Fund, the City must comply with certain
requirements set forth in Section 218.23, Florida Statutes, as required by Section 219,63 Florida Statutes, Otherwise,
the City will not be entitled to any Trust Fund distribution for twelve (12) months following a "determination of
noncompliance" by the State Department of Revenue. These requirements include requirements concerning the reporting
and auditing of its finances, the levying of ad valorem taxes or receipt of other revenue sources, certifying certain
requirements pertaining to employment and compensation of law enforcement officers, the employment of firefighters,
the auditing of certain dependent special districts of the City, and the method of fixing millagc rates for the levying of
ad valorem taxes. Although Chapter 218, Part Vl, does not impose any limitation on the number of years during which
the City can receive distributions of the Half -Cent Sales Tax from the Trust Fund, there maybe amendments to Chapter
218, Part VI, in subsequent years imposing additional requirements of eligibility for cities and counties participating in
the Trust Fund. See "BONDHOLDER RISKS" herein.
OR472121;9
0
The following table sets forth the allocation
for the fiscal year ending June 30, 2001,
Half-CentSales Tax among the cities within Broward County
Broward County 14If-Cent Sales Tax Allocation
(State of Florida Fis al Year ending June 30, 2001)
`
Percentage
Name
Amount
Share
Broward County
$�
61,019,365.33
42.76%
City of Dania Beach
1,095,483.73
0.76
City of Deerfield Beach
3,519,122.12
2.46
City of Fort Lauderdale
8,824,687.40
6.18
City of Hallandale
1,867,538.95
1.30
City of Hollywood
7,567,134.80
5.30
City of Oakland Park
1,673,338.31
1.17
City of Cooper City
1,702,741.77
1.19
City of Pompano Beach
4,402,741,11
3.08
Town o f Davie
4,002,249.36
2.80
Town of Hillsboro Beach
104,095.19
0.07
Town of Lauderdale -by -the-
225,143,83
0.15
Sea
Village of Lazy Lake
2,074,78
0.001
City of Lighthouse Point
631,029.43
0.44
City of Margate
3,007,066,57
2.10
City of Miramar
3,235,647.88
2.26
City of Pembroke Pines
7,094,558.38
4.97
City of Plantation
$4,768,078.83
3.34
City of Wilton Manors
699,200.01
0.49
City of Lauderhill
2,996,514.35
2.09
City of Lauderdale Lakes
1,520,946.13
1.15
City of Sunrise
4,648,275.91
3.25
City of Sea Ranch Lakes
36,516.77
0.02
City of Coral Springs
6,622,932.28
4.64
City of Tamarac
3,107,010.79
2.17
Town of Pembroke Park
283,592.66
0.19
City of Coconut Creek
2,344,737.23
1.64
City of North Lauderdale
1,772,631.83
1.24
City of Parkland
783,614.84
0.54
The City of Weston
2,520,678.78
1.76
City of South West Ranches
483,957_.68
0.33
TOTAL
$I142,562,707.03
100% •
The distribution factor for the City for the State fiscalyear ending June 30, 2002 is 2.114783%.
Source: Florida Department of Revenue.
* May not add 100% due to rounding.
[REMAINDER OF PAGO INTENTIONALLY LEFT BLANK]
OR472121;9 7
HISTORICAL STATEMENT OF
SALES TAX REVENUES AND OF PRO -FORMA DEBT SERVICE COVERAGE
Fiscal Years Ended September 30
1995 1996 1997 1998 1999 2000 2001
Sales Tax $2,280,414 $2,392,542 $2,493,915 $2,636,045 $2,766,192 $2,966,244 $3,131,981
Revenues:0)
Maximum
Annual Debt
Service on
Series 2002
Bonds and
Parity
Bonds" 3,760,879 $1,760,879 $1,760,879 $1,760,879 $1,760,879 3,760,879 $1,760,879
Debt Service
Coverage 1.29 1.36 1.41 1.49 1.57 1.68 1.79
Maximum Annual Debt Services on the Series 2002 Bonds has been estimated by the City's financial advisor
based on an assumption of an all inclusive true interest costof W_%, an assumption of substantially level
debt service, and a final maturity date ofApril 1, 2022.
(t) Source: City of Tamarac Comprehensive Annual Financial Reports and City Finance Department,
Funds and Accounts
The Resolution establishes the "Pledged Revenue Account" and the "Pledged Revenue Sinking Fund Account"
and four (4) separate accounts in the Pledged Revenue Sinking Fund Account known as "Interest Account"; the
"Principal Account"; the "Bond Redemption Account" and the "Debt Service Reserve Account". The Resolution
provides that all Pledged Revenues shall be deposited into the Pledged Revenue Account. The monies in the Pledged
Revenue Account are to be applied monthly as follows:
(a) Pledged Revenues shall first beused, to the full extent necessary, for deposit into the Interest
Account in the Sinking Fund, on the twenty-fifth (25`h) day of each month in each year, such sums as shall be
sufficientto pay one -sixth of the interestbecoming due on the Bonds on the next semi-annual InterestPayment
Date, provided, however, that such monthly deposits for interest shall not be required to be made into the
Interest Account to the extent that money on deposit therein is sufficient for such purpose.
(b) (1) Pledged Revenues shall next be used, to the full extent necessary for deposit in the
Principal Account on the twenty-fifth (25th) day of each month in each year, one -twelfth (1/12th) of the
principal amount of the Serial Bonds which will mature and become due on such annual maturity dates;
provided, however, that such monthly deposits for principal shall not be required to be made into the Principal
Account to the extent that money on deposit therein is sufficient for such purpose.
(2) Pledged Revenues shall next be used, to the full extent necessary, for deposit into
the Bond Redemption Account on thetwenty-fifth (25th) day ofeach month in each year, one -twelfth (1/12th)
of the principal amount of the installmentcoming due onthe next sinking fund paymentdate, beginning at least
one year prior to the first such sinking fund paymentdate, in such amount and in each year as may be required
for the payment of the principal amount of Term Bonds payable from the Bond Redemption Account,
OR472121;9
The moneys in the Bond Redemption Accoui
t shall be used solely for the purchase or redemption of the Term
Bonds payable therefrom. The City mayat any time pu
rchase Term Bonds at prices not greater than the then redemption
price of said Term Bonds. If, by the application of in
)neys in the Bond Redemption Account, the City shall purchase
or call for redemption in any year Term Bonds in exc
Iss of the installment requirement for such year, such excess of
Term Bonds so purchased or redeemed shall be credit
d in such manner and at such times as the Director ofFinance of
the City shall determine over the remaining installmeit
payment dates.
No distinction or preference shallexist in theise of the moneys on deposit in the Revenue Account for payment
into the Interest Account, the Principal Accountand th4 Bond Redemption Account, such accounts being on a paritywith
each other as to payment from the Revenue Account.
(c) The Resolution creates a ebt Service Reserve Account and provides that there shall be on
deposit therein an amount equal to the Reservio Requirement. The Reserve Requirement is defined as the lesser
of (i) Maximum Annual Debt Service, or (ii)J0% of the original principal amount of the Bonds, or (iii) 125%
of Average Annual Debt Service. In connection with the issuance of the Parity Bonds, the City deposited to
the Debt Service Reserve Account a municipal bond debt service reserve bond policy (the "Existing Reserve
Policy")of Financial Guaranty Insurance Company ("Financial Guaranty") in an amount equal to the Reserve
Requirement for the Parity Bonds. In conn ction with the issuance of the Series 2002 Bonds, the City will
purchase from Financial Guaranty for depost to the Debt Service Reserve Account the Reserve Policy in an
amount equal to the difference between the IReserve Requirement for the Parity Bonds and the Series 2002
Bonds, less the amount of the Existing Reserve Policy. See "Reserve Policy" below. The form of the Reserve
Policy and the Existing Reserve Policy are iattached as Appendix G hereto. The maximum amount of the
Existing Reserve Policy and the Reserve Pol cy will be equal to the Reserve Requirement for the Parity Bonds
and the Series 2002 Bonds. Amounts in the ebt Service Reserve Account shall be used only for the purpose
of making payments into the Interest Acco t, Principal Account and Bond Redemption Account when the
moneys in the Revenue Account are insuffie ent therefor-
(d) Pledged Revenues shall ext be used for the payment of any subordinated obligations
hereafterissued bythe City in accordance wi -le"the Resolution, which subordinated obligations shall have such
lien on the Pledged Revenues junior, subordi ate and inferior to the lien thereon of Bonds and as the City shall
determine in the proceedings authorizing th issuance of such subordinated obligations.
(e) After the twenty-fifth (25k) day of each month, any moneys remaining in the Revenue
Account, after all required current payme s into the Interest Account, the Principal Account, the Bond
Redemption Account, and the Debt Service eservc Account including any deficiencies for prior payments,
have been made in full, as provided in t Resolution, shall be withdrawn from the Revenue Account,
transferred to general fund of the City and .used by the City for any lawful purpose, but no moneys in the
Revenue Account shall ever be used for an such purpose until all such required current payments into the
Interest Account, the Principal Account, the Fond Redemption Account, and the D cbt Service Reserve A ccount,
including any deficiencies for prior required payments, have been made in full, and the City shall have complied
fully with all the covenants and provisions df the Resolution.
(f) If on any payment date th� Pledged Revenues are insufficient to place the required amount
in any of the funds or accounts or for any of the poses provided above, the deficiency shall be made up on the
subsequent payment dates,
i
(g) All moneys levied and collected by the City as Pledged Revenues shall be deposited into the
Revenue Account within twenty-four (24) hpurs after the receipt thereof to the extent practicable.
i
For additional information concerning the application of the Pledged Revenues, see Appendix B hereto.
0 OR472121;9
Reserve Policy
Concurrently with the issuance of the Series 2002 Bonds, Financial Guaranty will issue its Municipal Bond
Debt Service Reserve Fund Policy (the "Reserve Policy"). The Reserve Policy and the Existing Reserve Policy
unconditionally guarantee the payment ofthat portion of the principal of and interest on the Series 2002 Bonds and the
Parity Bonds which has become due for payment, but shall be unpaid by reason of nonpayment by the City, provided
that the aggregate amount paid under the Reserve Policy and the Existing Reserve Policy may not exceed the maximum
amount set forth in the Re serve Po licy and the Existing Resery a Policy, resp ectively, which m aximum am ount repre sents
the Reserve Requirement on the Series 2002 Bonds and the Parity Bonds. Financial Guaranty will make such paym ents
to the paying agent (the "Paying Agent") on the later of the date on which such principal and interest is due or on the
business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic notice
subsequently confirmed in writing or written notice by registered or certified mail from the Paying Agent of the
nonpayment of such amount by the City, The term "nonpayment" includes any payment of principal or interest made
to an owner which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with a final nonappealable order of a court having competent jurisdiction.
The Reserve Policy is non -cancellable and the premium will be fullypaid at the time of delivery of the Series
2002 Bonds. The Reserve Policy and the Existing Reserve Policy cover failure to payprincipal of the Series2002 Bonds
and on the Parity Bonds on their respective stated maturity dates,or dates on which the same shall have been called for
mandatory sinking fund redemption, and not on any other date on which the Series 2002 Bonds and the Parity Bonds
may have been accelerated, and covers the failure to pay an installment of interest on the stated date for its payment.
The Reserve Policy shall terminate on the earlier of the scheduled final maturity date of the Series 2002 Bonds or the
date on which no Series 2002 Bonds, Parity Bonds or Additional Bonds secured thereby are outstanding under the
Resolution. The Existing Reserve Policy terminates on April 1, 2019 and has been issued in the maximum amount of
$698,062.50.
Genera Ily, in connection with its issuance of a Reserve P olicy, Financial Guaranty requires, amo ng other things,
(i) that, so long as it has not failed to comply with its payment obligations under the Reserve Policy, it be granted the
power to exercise any remedies available at law or under the authorizing document other than (a) acceleration of bonds
or (b) remedies which would adversely affect holders in the event that the City fails to reimburse Financial Guaranty for
any draws on the Reserve Policy; and (ii) that any amendment or supplement to or other modification of the principal
legal documents be subject to Financial Guaranty's consent. The spec ific rights, if any, granted to Financial Guaranty
in connection with its issuance of the Reserve Policy are set forth in the description of the principal legal documents
appearing elsewhere in this Official Statement including Appendix B hereto. Reference should be made aswell to such
description for a discussion of the circumstances, if any, under which the City is required to provide additional or
substitute credit enhancement, and related matters. For information regarding Financial Guaranty, see 'BOND
INSURANCE" herein.
The Reserve Policy is not covered by the P roperty/Casualty Insurance Security Fund specified in Article 76 of
the New York Insurance Law or by the Florida Insurance Guaranty Association (Florida Insurance Code §§ 631.50 et
seq.).
Additional Parity Bonds
No Additional Parity Bonds payable one parity with the Series 2002 Bonds and the Parity Bonds shall be issued
unless, among other conditions, the following are complied with:
The amount of the Pledged Revenues during the immediate preceding Fiscal Year or any twelve (12)
consecutive months selected by the City of the twenty-four (24) months immediately preceding the issuance of said
Additional Parity Bonds, adjusted as provided in the Resolution, as certified by the City's Director of Finance, will be
equal to one hundred twenty-five percent (125%) of the Maximum Annual Debt Service on (1) the Bonds originally
issued pursuant to the Resolution then Outstanding, (2) any Additional Parity Bonds theretofore issued and then
Outstanding, and (3) the Additional Parity Bonds thenproposed to be issued. Forpurposes ofsuch test, the interest rate
OR472121;9 10
on Variable Rate Bonds shall be assumed to be the
Variable Rate B onds.
imum rate provided therefor in the proceedings authorizing such
If the City, prior to the issuance of the prop ed Additional Parity Bonds, shall have increased any rates, fees
or charges which constitute a portion of the Pledged venues, in connection with the issuance of any Additional Parity
Bonds the Pledged Revenues for the twelve (12) ci nsecutive months immediately preceding the issuance of said
Additional Parity Bonds shall be adjusted to show the Iledged Revenues which would have been derived in such twelve
(12) consecutive months as if such increased Pledgi d Revenues had been in effect during all of such twelve (12)
consecutive months.
j
The term "Additional Parity Bonds" as usell in the Resolution shall not be deemed to include bonds, notes,
certificates or other obligations subsequently issued t*der the terms of the Resolution, the lien ofwhich on the Pledged
Revenues is subject to the prior and superior lien of t �any
Pledged Revenues to Bonds issued pursuant to the Resolution.
For additional information concerning the issuance o Additional Parity Bonds, see Appendix B hereto.
Subordinate Indebtedness
The City may issue, in addition to the Bond authorized by the Resolution or Additional Parity Bonds, other
obligations secured by the Pledged Revenues, provided such obligations contain an express statement that such
obligations are junior, inferior and subordinate in all r�spects to the Bonds issued pursuantto the Resolutionas to alien
on, and source and security for payment from the Pledged Revenues, and in all other respects.
Other Covenants
Pursuant to the Resolution, the City has additionally covenanted to take all actions necessary to remain eligible
under applicable law to continue to receive Sales Tax kevenu es and to diligently collect all Pledged Revenues, and take
all steps, action and proceedings for the collection of�uch Pledged Revenues which shall become delinquent to the full
extent permitted or authorized by applicable laws an 1 regulations.
Investments
The Interest Account, Principal Account, Bond Redemption Account, Debt Service Reserve Account,
Construction Fund, Revenue Account and all other tpecial funds created and established by the Resolution, but not
including the Rebate Account, shall constitute trust f nds and shall be invested at the direction of the City as provided
in the Resolution.
Moneys on deposit in the Revenue Fund, )nterest Account, Principal Account and the Bond Redemption
Account may be invested in Permitted Investments oaturing not later than the dates on which such moneys will be
needed for the purposes of such fund or account.
Any moneys on deposit in the Debt ServicelReserve Account may be invested (i) in direct obligations of the
United Statesof America, or (ii) in obligations fully guaranteed by the United States ofAmerica, maturing not laterthan
the dates on which such moneys will be needed for tNe purposes of such fund or account.
All income and earnings received from the investment and reinvestment of moneys on deposit in the Interest
Account, PrincipalAccount, and Bond RedemptionA0ount shall be transferred on the next busine ss day following their
receipt to the Revenue Account and used in the same Imanner and order of priority as other moneys on deposit therein.
Moneys on deposit in the Construction Fund may be invested and reinvested to the fullest extent practicable
in Permitted Investments, maturing not later than sych date or dates on which such moneys will be needed for the
purposes of the Construction Fund. The earnings andj investment income derived from the moneys and investments on
deposit in the Construction Fund shall be deposited aid maintained in the Construction Fund and used for the purposes
thereof.
0 OR411121:9 11
For the purpose of investing or reinvesting, the City may commingle moneys in the funds and accounts created
and established under the Resolution in order to achieve greater investment income; provided that the City shall
separately account for the amounts so commingled. The amounts required to be accounted for in each of the funds and
accounts other than the Rebate Fund may be deposited in a single bank account provided that adequate accounting
procedures are maintained to reflect and control the restricted allocation of the amounts on deposit therein for the various
purposes of such funds and accounts.
BOND INSURANCE
Concurrently with the issuance of the Series 2002 Bonds, Financial Guaranty Insurance Company ("Financial
Guaranty") will issue its Municipal Bond New Issue Insurance Policy for the Series 2002 Bonds (the "Policy"). The
Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Series 2002 Bonds
which has become due for payment, butshallbe unpaid byreason ofnonpaymentby the issuer ofthe Series 2002 Bonds
(the "Issuer"). Financial Guaranty will make such payments to State Street Bank and Trust Company, N.A., or its
successor as its agent (the "Fiscal Agent") on the later of the date on which such principal or interest is due or on the
business day next following the day on which Financial Guaranty shall have received telephonic or telegraphic notice,
subseque ntly confirmed in writing, or written notice by registered or certified mail, from an owner ofSeries 2002 Bonds
or the Paying Agent of the nonpayment of such amount by the Issuer. The Fiscal Agent will disburse such amount due
on any Series 2002 B and to its owner upon receipt by the Fiscal Agent of evidence satisfactory to the Fiscal Agent of
the owner's right to receive payment of the principal or interest due for payment and evidence, including any appropriate
instruments of assignment, that all of such owner's rights to payment of such principal or interest shall be vested in
Financial Guaranty. The term "nonpayment" in respect of a Series 2002 Bond includes any payment of principal or
interest made to an owner of a Series 2002 Bond which has been recovered from such owner pursuant to the United
States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having
competent jurisdiction.
The Policy is non -cancellable and the premium will be fully paid at the time of delivery of the Series 2002
Bonds, The Policy covers failure to pay principal of the Series 2002 Bonds on their respective stated maturity dates or
dates on which the same shall have been duly called for mandatory sinking fund redemption, and not on any other date
on which the Series 2002 Bonds may have been otherwise called for redemption, accelerated or advanced in maturity,
and covers the failure to pay an installment of interest on the stated date for its payment.
Generally, in connection with its insurance of an issue of municipal securities, Financial Guaranty requires,
among other things, (i) that it be granted the power to exercise anyrights granted to the holders of such securities upon
the occurrence of an event of default, without the consent of such holders, and that such holders may not exercise such
rights without Financial Guaranty's consent, in each case so long as Financial Guaranty has not failed to comply with
its payment obligations under its insurance policy; and (ii) that any amendment or supplement to or other modification
of the principal legal documents to subject to Financial Guaranty's consent. The specific rights, if any, granted to
Financial Guaranty in connection with its insurance of the Series 2002 Bonds are set forth in the description of the
principal legal documentsappearing elsewhere in this Official Statement including Appendix B hereto. Reference should
be made as well to such description fora discussion of the circumstances, if any, under which the Issuer is required to
provide additional or substitute credit enhancement, and related matters.
This Official Statement containsa section regarding the ratings assigned to the Series 2002 Bonds and reference
should be made to such section for a discussion of such ratings and the basis for their assignment to the Series 2002
Bonds.
The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law or by the Florida Insurance Guaranty Association (Florida Insurance Code, §§ 631.50 et seq.).
OR472121;9 12
•
Financial Guaranty is awholly-ownedsubsi iary ofFGIC Cotporation(the "Corporation") a Delaware holding
company. The Corporation is a subsidiary of Gen iral Electric Capital Corporation ("GE Capital'). Neither the
Corporationnor GE Capital is obligated to pay the det Is of orthe claims against Financial Guaranty, Financial Guaranty
is a monoline financial guaranty insurer domiciled int ie State ofNew York and subject to regulation by the State of New
York Insurance Department. As of December 31,,2001, the total capital and surplus of Financial Guaranty was
approximately $1.002 billion. Financial Guarantypre ares financial statements on the basis ofboth statutory accounting
principles and generally accepted accounting principl s. Copies of such financial statements may be obtained in writing
to Financial Guaranty at 125 Park Avenue, New Y k, New York 10017, Attention: Communications Department
(telephone number: 212-312-3000) or to the New Yor� State Insurance Department at 25 Beaver Street, New York, New
York 10004-231 9, Attention: Financial Condition Property/Casualty Bureau (telephone number: 212-480-5187).
DEBT S)E;RVKCE REQUIREMENTS
The following table shows the scheduled anitual principal and interest requirements for the Series 2002 Bonds,
total annual debt service on the Series 2002 Bonds, total debt service for the Parity Bonds and combined debt service
for all such Bonds.
Total Series
Series 2002 Bonds 2002 Bonds and
Year Ending Parity Bonds Parity Bonds
(April I Principal Interest Total Debt, Service Debt Service Debt Service
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Total
0 011472121;9 13
$ 694,837.50
696,922.50
698,062.50
693,227,50
697,607.50
695,732.50
697,792.50
693,522.50
693,335.00
696,752.50
693,722.50
694,222.50
693,472.50
695,932.50
696,862.50
696,112.50
693,825.00
$11 821942.50
ESTIMATED SOURCES AND USES OF FUNDS
Sources of Funds:
Principal Amount of Series 2002 Bonds
Less/Plus Original Issue Discount/Premium
Total Estimated Sources of Funds
Uses of Funds:
Deposit to Construction Fund for Project
Costs of Issuance(l)
Total Estimated Uses of Funds S
0) Includes costs of issuance including underwriter's discount, legal fees and expenses, and other fees and
expenses including the municipal bond insurance and Reserve Policy premiums associated with the issuance
of the Series 2002 Bonds.
THE CITY
The City of Tamarac, Florida (the "City") located in Broward County, Florida, had an estimated 2001
population of 52,413. The City was incorporated in 1963 and operates under its own charter. The governing body of
the City consists of a five member commission of which four members are elected by district and a mayor is elected at
large, The City provides a full range of municipal services, including police and fire protection, highways and streets,
planning, zoning, parks, recreation, water, sewer, sanitation and general administrative services.
For additional information concerning the City see Appendices A and C hereto.
BONDHOLDER RISKS
Any purchaserof the Series 2002 Bonds must make an independent evaluation of the risks of purchasing Series
2002 Bonds and an independent decision as to the creditworthiness of the City. In an effort to assistpotential purchasers
in their evaluation of the Series 2002 Bonds, the following represents a summary of certain of the risks associated with
the Series 2002 Bonds. This section should not be considered all-inclusive and any risk not listed should not be
presumed to be immaterial,
The amount of Half -Cent Sales Tax Revenues received by the City is directly related to the volume of
transactions in Broward County subject to the state sales tax, Prior to September 11, 2001, the United States, Broward
County and the City were experiencing an economic slowdown. As a result of the terrorist attackson that date,various
segments of the economyof the United States and the region, including Broward County, have been disrupted, including
and in particular the tourism industry. The short and long term effects of these conditions and subsequent events could
have a material effect on the Sales Tax Revenues received by the City, which could vary significantly from the historical
receipts reflected above. As a result of the events which occurred on September 11, 2001, the Florida Department of
Revenue has estimated that for the current fiscal year sales tax receipts in Broward County will be 4.8% less than the
original estimate. At this time, the City has not amended its budget, reduced staff or taken any other action directly
attributable to such department of revenue revised estimates. The full effect of a reduction in sales tax receipts below
budgeted amounts cannot be predicted with any accuracy.
OR472121;9 14
The amount of Sales Tax Revenues distrtb ed to the City is also dependent of the ratio of the population of
the City to the population of Broward County and th population of other incorporated areas in Broward County. See
"SECURITY FOR THE SERIES 2002 BONDS - ales Tax Revenues" herein. More rapid population growth in
unincorporated Broward County or in the other into rated areas of B toward C ounty as com pared to p opulation g rowth
within the City could have an adverse effect on the a ount of Sales Tax Revenues distributed to the City.
The amount of Sales Tax Revenues distrib ed to the City can also be affected by changes in slate law to the
rate of the state sales tax, changes to the scope of tax le sales, changes to the amountof Sales Tax Revenues deposited
in the Trust Fund, or to changes in the formula for distribution of the Sales Tax Revenues. The Florida Legislature
adopted a resolution in its 2002 regular session agree ng to submit to the electors of the State an amendment to Article
VII, Section 3 of the State Constitution, creating a jo nt legislative committee to conduct a review of exemptions from
the tax on sales, use, and other transactions imposed ty law and exclusions of services from such taxation. The City is
unable to predict the IikeIiihood that such proposal wi l become law or the effect any such change in law would have on
the amount of Sales Tax Revenues available to the Ciity,
Pursuant to federal law retail sales via the Internet are exempt from sales tax until November 1, 2003. A
continuing increase in retail sales via electronic co Imercc could adversely affect the amount of Sales Tax Revenues
available to the City.
LITIGATION
i
There is not now pending any litigation res raining or enjoining the issuance or delivery of the Series 2002
Bonds or questioning or affecting the validity of the Series 2002 Bonds or the proceedings and authority under which
they are to be issued. Neither the creation, organi ation or existence of the City, nor the title of the present City
Commission members or other officials of the City to their respective offices is being contested. There is no litigation
pending which in any manner questions the right of the City to issue the Series 2002 Bonds in accordance with the
provisions of the Resolution and the laws of the Stall: of Florida or to receive and pledge the Sales Tax Revenues.
The City experiences routine litigation and claims incidental to the conduct of its affairs, The City carries
substantial insurance for most of these exposures, ind any pending claims are defended by and, if necessary, are
anticipated to be paid by the insurance carriers less the applicable insurance deductible amounts.
LE AL MATTERS
Certain legal matters incident to the validit of the Series 2002 Bonds and the issuance thereof by the City are
subject to the approval of Bryant, Miller and Olive, P A., Tampa, Florida, Bond Counsel, whose approving opinion will
be available at the time of delivery of the Series 2004 Bonds. Certain legal matters will be passed upon for the City by
Mitchell S. Kraft, Esquire, City Attorney, and by A erman, Senterfitt & Eidson, P.A., Orlando, Florida, Disclosure
Counsel.
Bond Counsel has not been engaged to, tjor has it undertaken to, review the accuracy, completeness or
sufficiency of this Official Statement or any otheroffe ing material relating to the Series2002 Bonds; provided, however,
that Bond Counsel will render an opinion to the Underwriter of the Series 2002 Bonds relating to the accuracy of the
statements contained herein under the heading "TAX 4XEMPTION" and certain statements which summarize provisions
of the Resolution and the Series 2002 Bonds. Neither Bond Counsel nor the City Attorney has been engaged to opine
as to compliance with any federal or state law with re Ord to the sale or distribution of the Series 2002 Bonds. Regarding
this Official Statement, the City Attorney will renfer an opinion only as to the accuracy and sufficiency of the
information set forth herein regarding legal matters relating to the City.
0 OR472121;9 15
•
TAX EXEMPTION
General
The Internal Revenue Code of 1986, as amended (the "Code") establishes certain requirements which mustbe
met subsequent to the issuance and delivcryof the Series 2002 Bonds in order that interest on the Series 2002 Bonds be
and remain excluded from gross income for purposes of Federal income taxation. Noncompliance may cause interest
on the Series 2002 Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2002
Bonds, regardless of the date on which such noncompliance occurs or is ascertained. These requirements include, but
are not limited to, provisions which prescribe yield and other limits within which the proceeds ofthe Series 2002 Bonds
and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated
on a periodic basis to the Treasury Department of the United States. The City has covenanted in the Resolution to
comply with such requirements in order to maintain the exclusion from Federal gross income of the interest on the Series
2002 Bonds.
In the opinion of Bond Counsel, assuming compliance with the aforementioned covenants, under existing
statutes, regulations and judicial decisions, interest on the Series 2002 Bonds isexcluded from grossincome for purposes
of Federal income taxation, interest on the Scrics 2002 Bonds isnot an item oftax preferencefor purposes of the federal
alternative minimum tax imposed on individuals and corporations and the Series2002 Bonds are exemptfrom all present
intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes. However, the interest on the Series
2002 Bonds may be subjectto the alternative minimum tax when any Scrics 2002 Bond is held by a corporation. The
alternative minimum taxable income of a corporation must be increased by 75% of the excess of such corporation's
adjustedcurrent earnings over its alternative minimum taxable income (before this adjustment and thealternative tax net
operating loss deduction). "Adjusted current earnings" will include interest on the Series 2002 Bonds.
Except as described above, Bond Counsel expresses no opinion regarding other federal tax consequences
resulting from ownership of, receipt or accrual of interest on, or disposition of the Scrics 2002 Bonds. Prospective
purchasers of the Series 2002 Bonds should be aware that (i) except as may be hereinafter described, Section 265 of the
Code denies a deduction for interest on indebtedness incurred o r continued to purchase or carry the Series 2002 Bonds;
(ii) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i)
reduces the deduction for loss reserves by 15% of the sum ofcertain items, including interest on the Series 2002 Bonds;
(iii) interest on the Series 2002 Bonds earned by certain foreign corporations doing business in the United States could
be subject to a branch profits tax imposed by Section 884 of the Code; (iv) passive investments income, including interest
on the Series 2002 Bonds, may be subject to federal income taxation under Section 1375 of the Code for Subchapter S
corporations that have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gro ss
receipts of such Subchapter S corporations is passive investment income; and (v) Section 86 of the Code requires
recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining the
taxability of such benefits, receipts or accruals of interest on the Series 2002 Bonds. Other provisions of the Code may
give rise to adverse federal income tax consequences to particular Series 2002 Bondholders. Holders of the Series 2002
Bonds should consult their own tax advisers with respect to the tax consequences to them of owning the Series 2002
Bonds.
During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that
altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2002
Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive basis.
Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2002
Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax
consequences resulting from ownership of the Series 2002 Bonds and their market value. No assurance can be given
that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse
effect upon, the Series 2002 Bonds.
OR472121;9 16
� 0
Tax Treatment of Original Issue Discount
Under the Code, the difference between the
___ and ____, and the initial offering price to th
organizations acting in the capacity of underwriters
Bonds of the same maturity was sold is "original iss
such Series 2002 Bonds at a constant interest rate com
Bonds in the initial public offering at a price equal
receiving an amount of interest excludable from gross)
discount accruing during the period he or she holds s
in such Series 2002 Bonds by the amount ofsuch ace
the sale or other disposition of such Series 2002
ownership, sale, or other disposition of Series 2002
offering price may be determined according to rules
should consult their own tax advisors with respect to thl
accrued upon sale or other disposition of Series 2002
owning and disposing of Series 2002 Bonds.
Tax Treatment of Bond Premium
The Series 2002 Bonds maturing on April I
in excess of the principal amount thereof. Underth
amount of the bond (other than for a bondholder who
in the ordinary course of business) is generally characl
premium is amortized over the term of such Series 20
basis in such Series 2002 Bonds by the amount of an
such Series 2002 Bond. The amount of the amortim
on an actuarial basis at a constant interest rate con
premium attributable to a taxable year is not deducti
naturity amounts of the Series 2002 Bonds maturing in the years
public, excluding bond houses, brokers or similar persons or
wholesalers, at which price a substantial amount of Series 2002
discount" Original issue discount will accrue over the term of
ioundedperiodically. A purchaserwho acquires such Series 2002
the initial offering price thereof to the public will be treated as
income for federal income tax purposes equal to the original issue
ch Series 2002 Bonds, and will increase his or her adjusted basis
.ling discount forpurposes of determining taxable gain or loss on
ands. The federal income tax consequences of the purchase,
onds which are not purchased in the initial offering at the initial
hich differ from those above. Owners ofsuch Series 2002 Bonds
precise determination for federal income tax purposes of interest
Bonds and with respect to the state and local tax consequences of
through April 1, , inclusive, were offered atprices
Code, the excess of the cost basis of a bond over the principal
olds a bond as inventory, stock in trade, or for sale to customers
rized as "bond premium". For federal income tax purposes, bond
Bonds. A b ondowncr will therefore be required to decrease his
rtizable bond premium attributable to each taxable yearhe holds
le bond premium attributable to each taxable year is determined
ounded on each interest payment date. The amortizable bond
e for federal income tax purposes.
In addition, the Series 2002 Bonds maturing Dn April 1, __, wereofferedat prices in excess ofthe principal
amount thereofto achieve a yield based on the date oil which such Series 2002 Bonds are subject to optional redemption
by the City (the "Call Date") rather than the maturity c ate (the "Callable Premium Bonds"). Under the Code, the excess
of the cost basis of a Callable Premium Bond over the amount payable at the Call Date of the Callable Premium Bond
that minimizes the yield to a purchaser of a Callable remium Bond (other than for a bondowner who holds a bond as
inventory, stock in trade, or for sale to customers in the ordinary course of business) is generally characterized as "bond
premium". For federal income tax purposes, bond pr mium is amortized over the period to the C all Date of a Callable
Premium Bond. A bondowner will therefore be required to decrease his basis in the Callable Premium Bond by the
amount of the amortizable bon d premium attributablelto each taxable year he holds such Callable Premium Bond. The
amount of the amortizable premium attributable to a#ch taxable year is determined on an actuarial basis at a constant
interest rate compounded on each interest payment dite. The amortizable bond premium attributable to a taxable year
is not deductible for federal income tax purposes.
Owners of the Series 2002 Bonds described above should consult their own tax advisors with respect to the
precise determination for federal income tax purposei of the treatment of bond premium upon sale,redemption or other
disposition of such Series 2002 Bonds.
UNDERWRITING
William R. plough & Co. (the "Underwriter'!) has agreed, subject to certain conditions, to purchase the Series
2002 Bonds from the City at a purchase price of $_ ($_ original par amount, less Underwriter's discount
of$ and less net original issue discount of $ ). The Underwriter's obligation is subject to certain conditions
precedent, and it will be ob ligated to purchase all oft a Series 2002 Bonds if any Series 2002 Bonds are purchased. The
Series 2002 B onds may be offered and sold to certain Dealers (including dealers depositing such Series 2002 B onds into
0 OR47212 1;9 17
investment trusts) at prices lower than the public offering price, and such public offering prices may be changed from
time to time by the Underwriter.
INVESTMENT POLICY
The City investment policy applies to all the funds held by the City, with the exc eption of Pension Fund assets
and Funds whose uses are restricted by debt covenants, prior contracts, legal, regulatory or other constraints.
Permitted investments of the City funds pursuant to the City investment policy include the following:
I . The Florida Local Government Surplus Trust Fund (administered by the State Board of Administration and
commonly referred to as the "SBA").
2. Direct obligations of the U.S. Government which include but are not limited to Treasury Bills, Treasury
Notes, Treasury Bonds and Treasury Strips,
3. Obligations guaranteed by the U.S. Government as to principal and interest which include, but are not
limitedto, Government N ational M ortgage Association (GNMA), Farmers Home Administration (FmHA),
Small Business Administration (SBA), General Services Administration (GSA), Federal Housing
Administration (FHA), Housing and Urban Development (HUD), Tennessee Valley Authority (TVA).
4. Time deposits and savings accounts in banks and savings and loan associations, under the laws of Florida
and the United States, doing business in and situated in -state and collateralized as provided for by Florida
Statutes Chapter280.
5, Securities issued and guaranteed by a federally sponsored corporation which are backed by, or the entity
is capable o f borrowing from, the U.S. Treasury. These securities carry the"implied guarantee" of the U.S.
Government and include the Federal Farm Credit Banks (FFCB), Federal Home Loan Bank Mortgage
Corporation (FHLMC) (participation certificates), Federal National Mortgage Association (FNMA),
Federal Home Loan Bank (FHLB) or its banks.
b. Commercial Paper of anyUnited States corporation provided such notes have a rating ofAl/P1 by at least
two of the five rating agencies.
7. Bankers Acceptance eligible for purchase by the Federal Reserve System issued by banks having a
Moody's or Standard and Poor's commercial paper rating of at least Al/P1.
8. Securities and Exchange Commission registered money market funds shares that are open-ended, no -bad
funds registered under the Federal Investment Company Act of 1940 Rule 2a-7 - Money Market Funds.
The City may revise the aforementioned investment poIicy from time to time
Amounts on deposit in the various funds and accounts created pursuant to the Resolution will be invested as
provided in the Resolution; see Appendix B hereto and "SECURITY FOR THE SERIES 2002 BONDS - Investments"
herein.
I:0r91eW
Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies ("S&P") and Moody's Investors
Service, Inc. ("Moody's") are expected to assign ratings of "AAA" and "Aaa", respectively, to the Series 2002 B onds,
with the understanding that, upon delivery of the Series 2002 Bonds a municipal bond new issue insurance policy will
be issued by Financial Guaranty, S&P has assigned an underlying rating of A- and Moody's has assigned an underlying
rating of A2 to the Series 2002 Bonds if the Series 2002 Bonds were to be issued without credit enhancement. Such
ratings reflect only theviews of such organizations and any desired explanation of the significance of such ratings should
OR472121;9 18
be obtained from the rating agency furnishing the s&
55 Water Street, New York, New York 10041-0003,
New York 10007-2796. Generally, a rating agency
on investigations, studies and assumptions of its ow
period of time or that such ratings will not be revise
judgment of such rating agencies, circumstances so i
may have an adverse effect on the market price of tl
at the following addresses: Standard & Poor's Rating Services,
id Moody's Investors Service, Inc., 99 Church Street,New York,
ices its ratingon the information and materials furnished to it and
There is no assurance such ratings will continue for any given
downward or withdrawn entirely by the rating agencies, if in the
rrant. Any such downward revision or withdrawal of such ratings
Series 2002 Bonds.
FINANCIAL STATEMENTS
The City's general purpose financial state ents for its Escal year ended September 30, 2001 appearing in
Appendix C hereto have been audited by Rachlin C hen & Holtz LLP, Fort Lauderdale, Florida, (the "Independent
Auditor")as stated in their report i ncluded as partof ppendix C hereto. The Independent Auditor has consented to the
use of such report herein.
CONTINUING DISCLOSURE
The City has agreed and undertaken for th benefit of the Holders and beneficial owners of the Series 2002
Bondholders and in order to assist the Underwriter io complying with the continuing disclosure requirements of SEC
Rule 15c2-12 (the "Rule"), to provide certain financial information and operating data relating to the City and the Series
2002 Bonds in each year (the "Annual Report"), and in provide notices ofthe occurrence of certain enumerated events,
if material. Such undertaking shall only apply so long is the Series 2002 Bonds remain outstanding under the Resolution.
Any failure to comply with such undertaking is not "In event of default under the Resolution. The Annual Report and
audited financial statements will be filed annually by the City pursuant to the undertaking with each Nationally
Recognized Municipal Securities information Rep sitory ("NRMSIRs") described in the Continuing Disclosure
Certificate (Appendix F hereto) as well as any state information depository that is subsequently established in the State
of Florida (the "SID"). The notices of material events; will be filed by the City with the Municipal Securities Rulemaking
Board or the NRM SIRS and with the SID. The specil c nature of the information to be contained in the Annual Report
and the notices of material events are described in t Appendix F.
With respect to the Series 2002 Bonds, no rty other than the City is obligated to provide, nor is expec red to
provide, any continuing disclosure information with espect to the aforementioned Rule. The City has never failed to
timely complywith the continuing disclosure obligallons of the Rule.
DISCLOSURE REQUIRED BIV FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 5 17.051 , Florida Statut
City except by an offering circular containing full
obligations since December 31, 1975, as provided
"Department"). Pursuant to Rule3E-400.003, Florii
of the amounts and types of defaults, any legal pros
has been appointed over the assets of the City, and i
good faith that such information would not be consic
been in default on any bond issued since Decembr
investor.
, no perso n may directly or indirectly offer or sell securities ofthe
d fair disclosure of all defaults as to principal or interest on its
y rule of the Florida Department of Banking and Finance (the
Administrative Code, the Department has required the disclosure
dings resulting from such defaults, whether a trustee or receiver
tain additional financial information, unless the City believes in
ed materialby a reasonable investor. The City is not and has not
31, 1975 which would be considered material by a reasonable
ENFORCEAVILITY OF REMEDIES
The rcmedies available to the owners of the ISeries 2002 Bonds upon an event of default under the Resolution
and any policy of bond insurance referred to herein ar in many respects dependent upon judicial actions which are often
subject to discretion and delay. Undcr existing cons rtutional and statutory law and judicial decisions, the remedies
specified by the federal bankruptcy code, the Reso tion, the Series 2002 Bonds and any policy of bond insurance
referred to herein may not bereadily available or may e limited. The various legal opinions to be delivered concurrently
with the delivery of the Series 2002 Bonds (includini Bond Counsel's approving opinion) will be qualified, as to the
OR472121;9 19
enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy,
reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.
FINANCIAL. ADVISOR
Public Financial Management, Inc., Fort Myers, Florida, is serving as financial advisor to the City with respect
to the issuance and sale of the Series 2002 Bonds.
CONTINGENT FEES
The City has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with respect to
authorization, sale, execution and delivery of the Series 2002 Bonds. Payment of certain ofthe fees of such professionals
and a discount to the Underwriter are each contingent upon the issuance of the Series 2002 Bonds.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so
expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates will be realized.
The information contained above is neither guaranteed as to accuracy or completeness nor to be construed as
a representation by the City or the U nderwriter. The informatio n and expressions of pinion here in are subject to change
without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any
circumstances, any implication that there has been no change in the affairs of the City from the date hereof.
This Official Statem ent is submitted in conncctio n with the sale of the securities referred to herein and may not
be reproduced or used, as a whole or in part, for any other purpose. Any statements in this Official Statement involving
matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This
Official Statement is notto be construed as a contract oragreement between the City and the purchasers or the Holders
of any of the Series 2002 Bonds.
CERTIFICATE AS TO OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized by the City Commission of the
City. At the time of delivery of the Series 2002 Bonds to the Underwriter, the City will provide to the Underwriter a
certificate (which may be included in a consolidated closing certificate of the City) signed by those City officials who
signed this Official Statement, relating to the accuracy and completeness of certain materials in this Official Statement
and to its being a final official statement in the judgment of the undersigned for the purposes of SEC Rule I 5c2-12(b)(3).
CITY OF TAMARAC, FLORIDA
By: /s/
Joe Schreiber, Mayor
By: /s/
Michael C. Cernech, Assistant City Manager and
Interim Director of Finance
OR472121;9 20
0 EJHBIT C
FIRM OF
PAYING AGENT AND B D REGISTRAR AGREEMENT
0
PAYING AGENT AND BOND., REGISTRAR AGREEMENT
THIS PAYING AGENT AND BOND REGISTRAR AGREEMENT, dated as of
1, 2002, by and between the CITY OF TAMARAC, FLORIDA (the "Issuer"),
and U.S. Bank National Association, a national banking association, having its principal
place of business at 180 E. 5th Street, St. Paul, Minnesota 55101 (the "Bank").
WITNESSETH
WHEREAS, the Issuer, by the Resolution (as hereinafter defined), has designated
the Bank as Paying Agent and Bond Registrar for its $ Sales Tax Revenue
Bonds, Series 2002, dated . 2002 (the "Bonds"); and
WHEREAS, the Issuer and the Bank desire to set forth the Bank's duties as Paying
Agent and Registrar and the compensation to be paid the Bank for its services.
NOW, THEREFORE, it is agreed by the parties hereto as follows:
SECTION 1. DUTIES. The Bank agrees to serve as Paying Agent and Bond
Registrar for the Bonds and to perform the duties of Paying Agent and Registrar as
specified in or contemplated by Resolution No. 98-156 adopted by the City Commission of
the Issuer on May 27, 1998, as supplemented and amended from time to time, and as
particularly replaced by Resolution No. 99-178 adopted by the City Commission of the
Issuer on July 14, 1999 and as further supplemented and amended by Resolution No. 99-
192 adopted by the City Commission of the Issuer on July 14, 1999, and as amended and
supplemented by Resolution No. 02 adopted by the City Commission of the Issuer
on , 2002 (collectively, the "Resolution"). All capitalized undefined terms
used herein shall have the meanings ascribed thereto in the Resolution.
SECTION 2. DEPOSIT OF FUNDS. The Issuer shall deposit or cause to be
deposited with the Bank, on or before the business day prior to the date payment is due on
the Bonds, sufficient funds from the Pledged Revenues pledged for the payment of the
Bonds under the Resolution to pay when due and payable the principal of, premium, if any,
and interest on the Bonds.
SECTION 3. USE OF FUNDS; CANCELED BONDS. The Bank shall use the funds
received from the Issuer pursuant to Section 2 of this Agreement to pay the principal of,
premium, if any, and interest on the Bonds in accordance with the Resolution. The Bank
shall cremate canceled Bonds and transmit to the Issuer a certificate of destruction
therefor.
SECTION 4. STATEMENTS. The Bank shall prepare and shall send to the Issuer
written statements of account relating to all transactions effected by the Bank pursuant to
this Agreement at the end of each fiscal year of the Issuer.
SECTION 5. OBLIGATION TO ACT, The Bank shall be obligated to act only in
accordance with the Resolution and any written instructions received in accordance
therewith; provided, however, that the Bank is authorized hereby to comply with any
r�
orders, judgments or decrees of any cou# with or without jurisdiction and shall not be
0 liable as a result of its compliance with th same.
11
•
SECTION 6. RELIANCE BY b
genuineness and authorization of the si€
any instruction, notice, release, reque
pursuant to the Resolution.
K. The Bank may rely absolutely upon the
,ure and purported signature of any part upon
affidavit or other document delivered to it
SECTION 7. COUNSEL; LIMIT�D LIABILITY. The Bank may consult with
counsel of its own choice and shall have sale and complete authorization and protection for
any action taken or suffered by it under the Resolution in good faith and in accordance with
the opinion of such counsel. The Bank sh4II otherwise not be liable for any mistakes of fact
or errors of judgment, or for any acts or oknissions of any kind unless caused by its willful
misconduct or negligence.
SECTION S. FEES AND EXPEL\
the Bank as Paying Agent and Bond Rc
bank its proper fees and all expenses,
incurred by it or its attorneys, agents a.
powers and duties as Paying Agent and ]
A. The Bank shall not be obligated to all
of principal, interest or premium, if any,
time receive under any of the provisions c
SECTION 9. FURNISHING IND
at all times, when requested to do so by
pertaining to its functions as the Payir
Bonds, and shall without further author
slips, checks, certificates and other docun
SECTION 10. CANCELLATION;
its option, may cancel this Agreement al
other party of its intention to cancel, and
mutual consent of the parties hereto. 7
action upon final payment of the Bonds an
;S. In consideration of the services rendered by
,tray, the Issuer agrees to and shall pay to the
irges, attorneys' fees and other disbursements
employees in and about the performance of its
A Registrar as set forth in the attached Exhibit
and credit interest upon any moneys in respect
�e in respect of the Bonds, which it shall at any
he Resolution or this Agreement.
MATION; AUTHORIZATION. The Bank shall,
e Issuer, furnish full and complete information
Agent and Bond Registrar with regard to the
rtion, execute all necessary and proper deposit
►ts with reference thereto.
IRMINATION. Either of the parties hereto, at
it giving thirty (30) days written notice to the
his Agreement may be canceled at any time by
is Agreement shall terminate without further
interest appertaining thereto.
SECTION 11. SURRENDER OF FUNDS; REGISTRATION RECORDS;
NOTIFICATION OF BONDHOLDERS. I the event of a cancellation of this Agreement,
the Issuer shall deliver any proper and neqessary releases to the Bank (in a form acceptable
to the Bank) upon demand and the Bank Ohall upon demand pay over the funds on deposit
with the Bank as Paying Agent and Bo d Registrar in connection with the Bonds and
surrender all registration books and relatod records, and the Issuer may appoint and name
a successor to act as Paying Agent and Bond Registrar for the Bonds. The Issuer shall, in
such event, at its expense, notify all holdgrs of the Bonds of the appointment and name of
the successor, by providing notice in the manner required for the redemption of the Bonds.
SECTION 12. NONASSIGNABILITY. This Agreement shall not be assigned by
either party without written consent of tho other party.
2
SECTION 13. MODIFICATION. No modification of this Agreement shall be valid
unless made by a written agreement, executed and approved by the parties hereto.
SECTION 14. SEVERABILITY. Should any action or part of any section of this
Agreement be declared void, invalid or unenforceable by any court of law for any reason,
such determination shall not render any void, invalid or unenforceable any other section or
other party of any section of this Agreement.
SECTION 15. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Florida.
[Remainder of Page Intentionally Left Blank]
3
I]
SECTION 16. MERGER OR COI SOLIDATION OF THE BANK. Any corporation
into which the Bank may be merged or with which it may be consolidated, or any
corporation resulting from any merger oi consolidation to which the Bank shall be a party,
shall be the successor Paying Agent aid Registrar under this Agreement, without the
execution or filing of any paper or any fu her act on the part of the parties hereto.
IN WITNESS WHEREOF, the p axties hereto have caused this Agreement to be
executed by their duly authorized officers and their official seals to be hereunto affixed and
attested as of the date first above writtem
(SEAL) CITY OF TAMARAC, FLORIDA
i
ATTEST:
By:
Name: Marion Swenson, CMC
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Mitchell S. Kraft
Title: City Attorney
(SEAL)
4
By:
Name: Joe Schreiber
Title: Mayor
By:
Name: Jeffrey L. Miller
Title: City Manager
U.S. BANK NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT A
Fee for services as Paying Agent and Bond Registrar will be $
Out-of-pocket expenses will be reimbursed at cost.
J:\Bonds\4415\para2,dm
May I, 2002
0
INSURANCIE COMMITMENT
Financial Guaranty Insurance
Company
125 Park Avenue
New York, NY 10017
(212)312-3000
(800)352-0001
MEMORANDUM
REVISED
Re: City of Tamarac, Florida Sales Tax Revenue Bonds, Series 2002
Enclosed please find one original and one copy of our commitment to provide municipal bond
insurance or other credit or liquidity support for the above -referenced bonds.
The commitment may include some or all of the following, as applicable:
• Specimen bond insurance policy or surety bond and applicable endorsements.
• Statement of insurance to be printed on the bonds.
• Official Statement disclosure language.
• Additional exhibits may be attached to the commitment letter, including conditions to
the issuance of the policy and provisions to be incorporated into the legal documents.
Commitment
Due Date: May 23, 2002
FGIC
Contact: Seth Lehman, Public Finance
Closing
Coordinator: Sonia Leon -Williamson (Phone 212-312-3282; Fax 212-312-3206)
Payment
Instructions: Wire transfer instructions are enclosed.
Please fax a copy of the signature page of the original commitment letter by the due date noted
above and return the original executed commitment letter to FG1C's Closing Coordinator. The
Closing Coordinator should also receive bond proofs, official statement drafts and bond
documentation, as well as any inquiries regarding commitment letter conditions or closing
procedures. Please inform us as soon as possible of the closing date/policy issuance date.
We look forward to working with you on this transaction. Thank you.
cc: Dale Robert Bicknell, Florida Resident Agent
:mjm
6003528
G:/PF/Lehman/FL - City Tamarac -Sales Tax Rev Bonds-Revised2
Financial Guaranty Insurance
Company
125 Park Avenue
New York, NY 10017
(212)312-3000
(800) 352-Ml
AGE Capital Qupany
Commitment
For Municipal Bond Insurance
Issuer: City of Tamarac, Florida
i
Bonds Insured: Not to exceed $13,500,DOO�n
principal amount of Sales Tax Revenue Son ,
Series 2002
REVISED
Date of Commitment: April 17, 2002
Expiration Date: July 17, 2002*
Premium: 0.39% of total debt service on the
Bonds Insured"
FINANCIAL GUARANTY INSURANCE COMPANY
("Financial Guaranty")
A Stock I0surance Company
hereby commits to issue a Municipal Bond ew Issue Insurance Policy (the "Policy"), in the form
attached hereto as Exhibit A, relating to the above -described debt obligations (the "Bonds"),
subject to the terms and conditions contained herein or added hereto.
To keep this Commitment in effect after the expiration Date set forth above, a request for renewal
must be submitted to Financial Guaranty nor to such Expiration Date. Financial Guaranty
reserves the right to refuse wholly or in part t grant a renewal.
THE MUNICIPAL BOND NEW ISSUEJINSURANCE POLICY SHALL BE ISSUED IF
THE FOLLOWING CONDITIONS ARE ATISFIED:
1. The documents to be executed and del vered in connection with the issuance and sale of the
Bonds shall not contain any untrue or misleading statement of a material fact and shall not
fail to state a material fact necessary ii i order to make the information contained therein not
misleading.
2. No event shall occur which would pen*it any purchaser of the Bonds, otherwise required, not
to be required to purchase the Bonds ion the date scheduled for the issuance and delivery
thereof.
Subject to written acceptance of thi Commitment being furnished to Financial Guaranty
by the earlier of the date on which the disclosure document relating to the Bonds is
circulated and May 23, 2002.
** The amount of Bond proceeds deposlied with the Trustee or Paying Agent at closing for
the payment of accrued interest shall) not be applied as a credit in calculating total debt
service on the Bonds Insured.
Page I of 4
Financial Guaranty Insurance
Company
There shall be no material change in or affecting the Bonds (including, without limitation, the
security for the Bonds) or the financing documents or the official statement (or any similar
disclosure documents) to be executed and delivered in connection with the issuance and sale
of the Bonds from the descriptions or forms thereof approved by Financial Guaranty.
4, The Bonds shall contain no reference to Financial Guaranty, the Policy or the municipal bond
insurance evidenced thereby except as may be approved by Financial Guaranty.
5. Financial Guaranty shall be provided with the following:
(a) (i) Executed copies of all financing documents, the official statement (or any similar
disclosure document), and all Bond documentation evidencing the Issuer's ability and
intent to comply with the Internal Revenue Code of 1986, as amended (if in the
opinion of bond counsel (described below) ongoing compliance would be necessary to
maintain the exemption from federal income taxation of interest on the Bonds), which
shall be in form and substance acceptable to Financial Guaranty; (ii) the various legal
opinions delivered in connection with the issuance and sale of the Bonds, including,
without limitation, the unqualified approving opinion of bond counsel rendered by a
law firm acceptable to Financial Guaranty and addressed to (or with a reliance letter
addressed to) Financial Guaranty, which opinion shall include a statement to the effect
that the interest on the Bonds is excludable from gross income of the holders thereof
for federal income tax purposes under the Internal Revenue Code of 1986, as amended
(if the Bonds are issued as tax-exempt obligations); and (iii) opinion(s) of counsel,
addressed to and in form and substance satisfactory to Financial Guaranty, as to the
due authorization, validity and enforceability of all financing and bond documentation.
Copies of all drafts of such documents and legal opinions (blacklined as appropriate)
prepared subsequent to the date of this Commitment shall be furnished to Financial
Guaranty. Final drafts of such documents shall be provided to Financial Guaranty at
least five (5) business days prior to the issuance of the Policy unless Financial
Guaranty shall approve a shorter period and such documents shall be satisfactory to
Financial Guaranty in all respects.
(b) Evidence of wire transfer in federal funds in an amount equal to the insurance
premium, unless alternative arrangements for the payment of the premium acceptable
to Financial Guaranty have been made prior to the delivery date of the Bonds.
6. All drafts of the preliminary official statement, official statement or any other disclosure
documents and the form of the Bonds should be directed to the attention of
Sonia Leon -Williamson (212-312-3282) at Financial Guaranty for approval. All other
documentation and any inquiries concerning this Commitment should be directed to
Seth Lehman, the Financial Guaranty analyst assigned to this transaction.
The applicable supplemental authorizing document shall contain all of the same terms
granted to or for the benefit of Financial Guaranty to the same extent set forth in the
authorizing documents relating to the Issuer's Financial Guaranty -insured Series 1999 Bonds.
Such supplemental authorizing document shall be subject to Financial Guaranty review and
approval.
8. If the subject transaction includes the issuance of refunding bonds, the following additional
conditions shall be met:
(a) The Escrow Agreement (the "Escrow Agreement") providing for the refunding of the
bonds to be refunded with the proceeds of the Bonds (the "Prior Bonds') shall permit
Page 2 of 4
Financial Guaranty Insurance
Company
the deposit solely of cash, dire
America and securities fully and
of principal and interest by the U
guarantee the full faith and credit
Refcorp interest strips, CATS, 7
AAA by S&P or Aaa by Moody'i
and shall permit substitution of E
upon the receipt by the escrow aA
escrowed securities (assuming si
payment of the Prior Bonds in ao
(ii) an opinion of bond counsel b
tax-exempt status of interest on
Escrow Agreement shall not be F
consent to such modification.
t non -callable obligations of the United States of
mconditionally guaranteed as to the timely payment
cited States of America, to which direct obligation or
of the United States of America has been pledged,
IGRS, STRPS, or defeased municipal bonds rated
(or any combination thereof) ("Direct Obligations")
irect Obligations for other Direct Obligations solely
ent of (i) a new verification of the sufficiency of the
ch substitution has been made) to provide for the
ordance with the tcrms of the escrow agreement and
the effect that such substitution shall not affect the
he Prior Bonds or the Bonds. Modification of the
ermitted unless the holders of all of the Prior Bonds
(b) At least five business days prier to the proposed date for delivery of the Policy,
Financial Guaranty shall receive] for its review and approval (i) the verification by
independent certified public accountants satisfactory to Financial Guaranty of the
accuracy of the mathematical computation of the adequacy of the escrow established to
provide for the payment of th$ Prior Bonds in accordance with the terms and
provisions of the Escrow Agreement, (ii) as applicable, copies of the subscription
forms for the purchase and issue of U.S. Treasury Securities - State and Local
Government Series which have boen stamped as received by the Federal Reserve Bank
or copies of the confirmations of Ourchase of open market Direct Obligations, and (iii)
the form of an opinion of bond counsel addressed to Financial Guaranty (or a reliance
letter relating thereto) to the effect that, upon the making of the required deposit to the
escrow, the legal defeasance of t* Prior Bonds shall have occurred. An executed copy
of such opinion shall be fo arded to Financial Guaranty, together with the
documentation requested by Con�ition 5 hereof.
(c) The Escrow Agreement may ptbvide that cash received by the escrow agent not
required for purchase of the init' l investments that are referenced in the verification
report may be invested, in accordlance with an opinion of bond counsel as described in
Condition (a)(H) above, by t escrow agent, but only in noncallable Direct
Obligations that mature in an amount at least equal to the purchase price of such Direct
Obligations prior to the next scheduled interest payment date for the Prior Bonds. The
escrow agent shall be responsiblelfor determining compliance with this requirement.
(d) A forward supply contract rela ' g to the provision of such investments which is
acceptable to Financial Guaranty1may be entered into at closing if (i) the terms thereof
are consistent with the foregoing requirements, (ii) the Escrow Agreement provides
that in the event of any discrep cy or difference between the terms of the forward
supply contract and the Escrow Agreement, the terms of the Escrow Agreement shall
be controlling, and (iii) the verification report shall expressly state that the adequacy of
the escrow to accomplish the rerunding project relies solely on the initial escrowed
investments and the maturing principal thereof and interest income thereon and does
not assume performance under orl compliance with the forward supply contract.
9. The Bonds shall bear a Statement of In$urance in the form attached hereto as Exhibit B (also
available online on our web site www.(elc tom). BOND PROOFS SHALL BE
E APPROVD BY FINANCIAL GUARANTY PRIOR TO PRINTING.
0 Page 3 of 4
Financial Guaranty Insurance
Company
10. The preliminary official statement and the official statement shall (a) be satisfactory in form
and substance to Financial Guaranty and (b) shall contain the language attached hereto as
Exhibit C and only such other references to Financial Guaranty as we shall supply or
approve. Financial Guaranty's ofcial statement language and cover logo are also available
online on our web site at www.fgfc.com
11. Promptly after the closing of the Bonds, Financial Guaranty shall receive three completed
sets of executed documents (one original and two photocopies), copies of which we will
deliver to each agency rating the Bonds.
Authorized Representative
To keep this commitment in effect to the Expiration Date set forth on the first page, Financial
Guaranty must receive a duplicate of this Commitment executed by an appropriate officer of the
Issuer by the earlier of the date on which the disclosure document relating to the Bonds is
circulated and May 23, 2002.
The undersigned agrees that if the Bonds are insured by a policy of municipal bond insurance, such
insurance shall be provided by Financial Guaranty in accordance with the terns of this
Commitment.
Accepted as of by the City of Tamarac, Florida.
0
Name:
Title:
6003528
QJPF/Lehman/M - City Tamw=-Sales Tax Rev Bonds-ReviscQ
Page 4 of 4
Financial Guaranty Insurance
Company
125 Park Avenue
New York, NY 10017
(212) 312-3000
(800)352-0001
A GE Capital Company
Municipal Bond
New Issue Insurance Policy
Issuer: Y Policy Number:
Bonds:
Financial Guaranty Insurance Company ("Finar
consideration of the payment of the premium and
irrevocably agrees to pay to State Street 13gpki
"Fiscal Agent"), for the benefit of Bond , d
debt obligations (the "Bonds") which e
Nonpayment by the Issuer.
Financial Guaranty will make such payments to t
Due for Payment or on the Business Day next
received Notice of Nonpayment, whichever is lat
amount of principal and interest which is then Di
Issuer but only upon receipt by the Fiscal Agen
Bondholder's right to receive payment of the prig
any appropriate instruments of assignment, that
interest Due for Payment shall thereupon vest
Guaranty shall become the owner of the Bond, a
on such Bond and shall be fully subrogated
Bondholder's right to payment thereof.
Exhibit A
FGIC.
Control Number, 0010001
OPWka",V New York stock insurance company, in
eUterms of this Policy, hereby unconditionally and
1Company, N.A., or its successor, as its agent (the
ortion of the principal and interest on the above -described
e Due for Payment but shall be unpaid by reason of
Fiscal Agent on the date such principal or interest becomes
bllowing the day on which Financial Guaranty shall have
% The Fiscal Agent will disburse to the Bondholder the face
for Payment but is unpaid by reason of Nonpayment by the
in form reasonably satisfactory to it, of (i) evidence of the
ipal or interest Due for Payment and (ii) evidence, including
l of the Bondholder's rights to payment of such principal or
i Financial Guaranty. Upon such disbursement, Financial
:)urtenant coupon or right to payment of principal or interest
all of the Bondholder's rights thereunder, including the
This Policy is non -cancellable for any reason. a premium on this Policy is not refundable for any reason,
including the payment of the Bonds prior to thee# maturity. This Policy does not insure against loss of any
prepayment premium which may at any time be p4yable with respect to any Bond.
As used herein, the term "Bondholder" means, as Ito a particular Bond, the person other than the Issuer who, at
the time of Nonpayment, is entitled under the t s of such Bond to payment thereof. "Due for Payment"
means, when referring to the principal of a Bond, a stated maturity date thereof or the date on which the same
shall have been duly called for mandatory sinki g fund redemption and does not refer to any earlier date on
which payment is due by reason of call for red ption (other than by mandatory sinking fund redemption),
acceleration or other advancement of maturity an means, when referring to interest on a Bond, the stated date
FGIC is a registered service mark used by Financial Guaranty Ins nce Company under license from its Patent company. FGIC Corporation.
Form 9000 (10193) Pagel of 2
Financial Guaranty Insurance
Company [; (`� I('t
125 Park Avenue 1 V 11 ++
New York, NY 10017
(212)312-3000
(800) 352-0001
A GE Capital Company
Municipal Bond
New Issue Insurance Policy
for payment of interest. "Nonpayment" in respect of a Bond means the failure of the Issuer to have provided
sufficient funds to the paying agent for payment in full of all principal and interest Due for Payment on such
Bond. "Notice" means telephonic or telegraphic notice, subsequently con umed in writing, or written notice by
registered or certified mail, from a Bondholder or a paying age fo the Bonds to Financial Guaranty.
"Business Day" means any day other than a Saturday, Sunday or n ich the Fiscal Agent is authorized
by law to remain closed.
In Witness Whereof, Financial Guaranty has
signed by its duly authorized officer in facsi�
virtue of the countersignature of its duly
President
Effective Date:
be affixed with its corporate seal and to be
ve and binding upon Financial Guaranty by
Authorized Representative
State Street Bank and Trust Company, N.A., acknowledges that it has agreed to perform the duties of Fiscal
Agent under this Policy.
Authorized Officer
FDIC is a registered service mark used by Financial Guaranty Insurance Company under license from its parent company, FGIC Corporation.
Form 9000 (10/93) Page 2 of2
•
•
Financial Guaranty Insurance
Company
125 Park Avenue
New York, NY 10017
(212)312-3000
(900)352-0001
A GE Capita/ Company
Endorsement
To Financial Guaranty Insuran4e Company
Insurance Policy
rue.
Policy Number: Control Number: 0010001
It is further understood that the term "Nonpayl
interest made to a Bondholder by or on behalf
Bondholder pursuant to the United States Bat
final, nonappealable order of a court having col
NOTHING HEREIN SHALL BE CONCH l
IN ANY OTHER SECTION OF THE P
In Witness Whereof, Financial Guaranty has
to be signed by its duly authorized officer in
by virtue of the countersignature of its duly a
President
Effective Date:
]�1 includes any payment of principal or
14d which has been recovered from such
a trustee in bankruptcy in accordance with a
06 WAIVE, ALTER, REDUCE OR AMEND COVERAGE
IF FOUNT] CONTRARY TO THE POLICY LANGUAGE,
.SERE THE POLICY LANGUAGE.
this Endorsement to be affixed with its corporate seal and
to become effective and binding upon Financial Guaranty
d representative.
Authorized Representative
Acknowledged as of the Effective Date written iabove:
Authorized Officer
State Street Hank and Trust Company, N.A., Fiscal Agent
FGIC is aregistered service mark used by Financial Guaranty In ranee Company under license from its pavwt company. FGIC Corporation.
Form E-0W2 (10/93)
Page I of I
EXHIBIT B
Page B-1
(To be printed on the Bonds)
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing the
following provisions with respect to the Bonds, such policy being on file at the principal office of
[Paying Agent], as paying agent (the "Paying Agent"):
Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the
Bondholders that portion of the principal or accreted value (if applicable) of and interest on the
Bonds which is then due for payment and which the issuer of the Bonds (the "Issuer") shall have
failed to provide. Due for payment means, with respect to principal or accreted value (if
applicable) the stated maturity date thereof, or the date on which the same shall have been duly
called for mandatory sinking fund redemption and does not refer to any earlier date on which the
payment of principal or accreted value (if applicable) of the Bonds is due by reason of call for
redemption (other than mandatory sinking fund redemption), acceleration or other advancement of
maturity, and with respect to interest, the stated date for payment of such interest.
Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written
notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial
Guaranty that the required payment of principal, accreted value or interest (as applicable) has not
been made by the Issuer to the Paying Agent, Financial Guaranty on the due date of such payment
or within one business day after receipt of notice of such nonpayment, whichever is later, will
make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., or its
successor as its agent (the "Fiscal Agent'), sufficient to make the portion of such payment not paid
by the Issuer. Upon presentation to the Fiscal Agent of evidence satisfactory to it of the
Bondholder's right to receive such payment and any appropriate instruments of assignment
required to vest all of such Bondholder's right to such payment in Financial Guaranty, the Fiscal
Agent will disburse such amount to the Bondholder.
As used herein the term "Bondholder" means the person other than the Issuer or the borrower(s) of
bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such Bond
to payment thereof.
The policy is non -cancellable for any reason.
FINANCIAL GUARANTY INSURANCE COMPANY
is
•
0
[Disclosure
Bond Insurance
Concurrently with the issuance of the Bonds,
Guaranty") will issue its Municipal Bond New
The Policy unconditionally guarantees the pz
value (if applicable) of and interest on the Boi
unpaid by reason of nonpayment by the issuer
make such payments to State Street Bank and
(the "Fiscal Agent"), on the later of the date o;
applicable) is due or on the business day next
have received telephonic or telegraphic notice,
by registered or certified mail, from an owner
such amount by the Issuer. The Fiscal Agerr
owner upon receipt by the Fiscal Agent of evil
right to receive payment of the principal, accrf
and evidence, including any appropriate instru
to payment of such principal, accreted value e
Guaranty. The term "nonpayment" in resp
accreted value or interest (as applicable) mad
from such owner pursuant to the United Sta
accordance with a final, nonappealable order o
The Policy is non -cancellable and the premil
Bonds. The Policy covers failure to pay prine!
their respective stated maturity dates or dates
mandatory sinking fund redemption, and not o
otherwise called for redemption, accelerated o
an installment of interest on the stated date for
Generally, in connection with its insurance of
requires, among other things, (i) that it be gra
holders of such securities upon the occurrence
holders, and that such holders may not exerci
in each case so long as Financial Guaranty h:
under its insurance policy; and (ii) that any ai
the principal legal documents be subject to F
any, granted to Financial Guaranty in connecti
description of the principal legal document
Reference should be made as well to such desi
under which the Issuer is required to provi(
related matters.
EXHIBIT C
Page C-1
For Official Statement]
Financial Guaranty Insurance Company ("Financial
.ssue Insurance Policy for the Bands (the "Policy").
anent of that portion of the principal or accreted
is which has become due for payment, but shall be
,f the Bonds (the "Issuer"). Financial Guaranty will
Trust Company, N.A., or its successor as its agent
which such principal, accreted value or interest (as
)]lowing the day on which Financial Guaranty shall
subsequently confirmed in writing, or written notice
rf Bonds or the Paying Agent of the nonpayment of
will disburse such amount due on any Bond to its
ence satisfactory to the Fiscal Agent of the owner's
ed value or interest (as applicable) due for payment
nents of assignment, that all of such owner's rights
interest (as applicable) shall be vested in Financial
:t of a Bond includes any payment of principal,
to an owner of a Bond which has been recovered
:s Bankruptcy Code by a trustee in bankruptcy in
a court having competent jurisdiction.
a will be fully paid at the time of delivery of the
ial or accreted value (if applicable) of the Bonds on
)n which the same shall have been duly called for
any other date on which the Bonds may have been
advanced in maturity, and covers the failure to pay
:s payment.
,n issue of municipal securities, Financial Guaranty
ted the power to exercise any rights granted to the
of an event of default, without the consent of such
such rights without Financial Guaranty's consent,
not failed to comply with its payment obligations
endment or supplement to or other modification of
iancial Guaranty's consent. The specific rights, if
n with its insurance of the Bonds are set forth in the
appearing elsewhere in this Official Statement.
-iption for a discussion of the circumstances, if any,
additional or substitute credit enhancement, and
This Official Statement contains a section pegarding the ratings assigned to the Bonds and
reference should be made to such section forj a discussion of such ratings and the basis for their
assignment to the Bonds. Reference should be made to the description of the Issuer for a
discussion of the ratings, if any, assigned to su�h entity's outstanding parity debt that is not secured
by credit enhancement.
The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76
of the New York Insurance Law or by the Florida Insurance Guaranty Association (Florida
Insurance Code, §§ 631.50 et seq.).
EXHIBIT C
Page C-2
Financial Guaranty is a wholly -owned subsidiary of FGIC Corporation (the "Corporation"), a
Delaware holding company. The Corporation is a subsidiary of General Electric Capital
Corporation ("GE Capital"), Neither the Corporation nor GE Capital is obligated to pay the debts
of or the claims against Financial Guaranty. Financial Guaranty is a monoline financial guaranty
insurer domiciled in the State of New York and subject to regulation by the State of New York
Insurance Department. As of September 30, 2001, the total capital and surplus of Financial
Guaranty was approximately $1.033 billion. Financial Guaranty prepares financial statements on
the basis of both statutory accounting principles and generally accepted accounting principles.
Copies of such financial statements may be obtained by writing to Financial Guaranty at 125 Park
Avenue, New York, New York 10017, Attention: Communications Department (telephone number.
212-312-3000) or to the New York State Insurance Department at 25 Beaver Street, New York,
New York 10004-2319, Attention: Financial Condition Property/Casualty Bureau (telephone
number. 212-480-5187).
E
SURETY COMMITMENT
•
Financial Guaranty Insurance
Company
125 Park Avenue
New York, NY 10017
(212)312-3000
(800)352-0001
A GE Cq*# 0w aV
Commitment
For Municipal Bond Insurance
Issuer: City of Tamarac, Florida
FDIC.
REVISED
Date of Commitment: April 17, 2002
Expiration Date: July 17, 2002*
Bonds Insured: Sales Tax Revenue Bonds, Series Premium: 2.25% of Maximum Amount of Policy
2002, together with any parity obligations issued
under the document authorizing the issuance of the Maximum Amount: A dollar amount equal to the
Bonds, as amended and supplemented, and secured debt service reserve requirement for the Bonds, as
by the same debt service reserve fund specified in the authorizing document
FINANCIAL GUARANTY INSURANCE COMPANY
("Financial Guaranty")
A Stock Insurance Company
hereby commits to issue a Municipal Bond Debt Service Reserve Fund Policy (the "Reserve
Policy"), in the form attached hereto as Exhibit A, relating to the above -described debt obligations
(the "Bonds"), subject to the terms and conditions contained herein or added hereto.
To keep this Commitment in effect after the expiration date set forth above, a request for renewal
must be submitted to Financial Guaranty prior to such expiration date. Financial Guaranty reserves
the right to refuse wholly or in part to grant a renewal.
THE MUNICIPAL BOND DEBT SERVICE RESERVE FUND POLICY SHALL BE
ISSUED IF THE FOLLOWING CONDITIONS ARE SATISFIED:
1. The documents to be executed and delivered in connection with the issuance and sale of
the Bonds shall not contain any untrue or misleading statement of a material fact and shall
not fail to state a material fact necessary in order to make the information contained therein
not misleading.
2. No event shall occur which would permit any purchaser of the Bonds, otherwise required,
not to be required to purchase the Bonds on the date scheduled for the issuance and
delivery thereof.
3. There shall be no material change in or affecting the Bonds (including, without limitation,
the security for the Bonds) or the financing documents or the official statement (or any
* Subject to written acceptance of this Commitment being furnished to Financial Guaranty
not later than May 23, 2002.
Page 1 of 4
•
C
Financial Guaranty Insurance
Company
similar disclosure documents) to be ex cuted and delivered in connection with the issuance
and sale of the Bonds from the deE
criptions or fortes thereof approved by Financial
Guaranty.
4. The Bonds shall contain no referenci
to Financial Guaranty, the Reserve Policy or the
reserve fund insurance evidenced t
reby except as may be approved by Financial
Guaranty.
5. Financial Guaranty shall be provided v ith:
(a) Executed copies of all financ"
g documents, the official statement (or any similar
disclosure document), and all
Bond documentation evidencing the Issuer's ability
and intent to comply with the
Internal Revenue Code of 1986 (if in the opinion of
bond counsel (described below) on -going compliance would be necessary to
maintain the exemption from
federal income taxation of interest on the Bonds),
which shall be in form and s4bstance
acceptable to Financial Guaranty, and the
various legal opinions delive
d in connection with the issuance and sale of the
Bonds, including, without li
itation, the unqualified approving opinion of bond
counsel rendered by a law fi
acceptable to Financial Guaranty, which opinion
shall include a statement to ti
e effect that the interest on the Bonds is excludable
from gross income for feder.
1 income tax purposes under the Internal Revenue
Code of 1986 (if the Bonds are
issued as tax-exempt obligations).
(b) A letter from bond counsel
iddrcssed to Financial Guaranty to the effect that
Financial Guaranty may rely
on the approving opinion of bond counsel as if such
opinion were addressed to Fin
ncial Guaranty.
(c) An opinion of bond counsel, addressed
to and in form and substance satisfactory to
Financial Guaranty, as to the
ue authorization, validity and enforceability of the
authorizing document (ash
einafter defined) and all other principal financing
documents.
(d) Evidence of wire transfer in
Federal funds in an amount equal to the insurance
premium, unless alternative
arrangements for the payment of such amount
acceptable to Financial Guaranty
have been made prior to the delivery date of the
Reserve Policy.
The document authorizing the issuan" of the Bonds, as amended and supplemented (the
"authorizing document') shall includelthe following terms and conditions:
(a) The flow of funds shall be vised to provide that the Issuer's repayment of any
draws under the Reserve P�licy and related reasonable expenses incurred by
Financial Guaranty (together ith interest thereon at a rate equal to the lower of (i)
the prime rate of Morgan G*ranty Trust Company of New York in effect from
time to time plus Z% per a m and (ii) the highest rate permitted by law) shall
enjoy the same priority as t"F obligation to maintain and refill the reserve fund.
Repayment of draws, expenses and accrued interest (collectively, "Policy Costs')
shall commence in the first xponth following each draw, and each such monthly
payment shall be in an amount at least equal to 1/12 of the aggregate of Policy
Costs related to such draw. Ifland to the extent that cash has also been deposited in
the reserve fund, all such ca shall be used (or investments purchased with such
cash shall be liquidated and t� proceeds applied as required) prior to any drawing
under the Reserve Policy, an repayment of any Policy Costs shall be made prior
Page 2 of 4
Financial Guaranty Insurance
Company
to replenishment of any such cash amounts. If, in addition to the Reserve Policy,
any other reserve fund substitute instrument ("Additional Reserve Policy") is
provided, drawings under the Reserve Policy and any such Additional Reserve
Policy, and repayment of Policy Costs and reimbursement of amounts due under
the Additional Reserve Policy, shall be made on a pro rata basis (calculated by
reference to the Maximum Amounts available thereunder) after applying all
available cash in the reserve fund and prior to replenishment of any such cash
draws, respectively.
(b) If the Issuer shall fail to repay any Policy Costs in accordance with the
requirements of Paragraph 6(a) hereof, Financial Guaranty shall be entitled to
exercise any and all. remedies available at law or under the authorizing document
other than (i) acceleration of the maturity of the Bonds or (ii) remedies which
would adversely affect Bondholders.
(c) The authorizing document shall not be discharged until all Policy Costs owing to
Financial Guaranty shall have been paid in full.
(d) As security for the Issuer's repayment obligations with respect to the Reserve
Policy, to the extent that the authorizing document pledges or grants a security
interest in any revenues or collateral of the Issuer (or other obligor) as security for
the Bonds, Financial Guaranty shall be granted a security interest in all such
revenues and collateral, subordinate only to that of the Bondholders.
(e) The additional bonds test and the rate covenant, if any, in the authorizing
document shall expressly provide for at least one times coverage of the Issuer's
obligations with respect to repayment of Policy Costs then due and owing.
Furthermore, no additional bonds may be issued without Financial Guaranty's
prior written consent if any Policy Costs are past due and owing to Financial
Guaranty. The authorizing document shall be amended to provide that upon the
issuance of additional parity obligations secured by the reserve fund, such reserve
fund shall be fully funded (at the debt service reserve fund requirement) upon the
issuance of such parity obligations, either with cash or permitted investments or by
a reserve fund credit instrument acceptable to Financial Guaranty.
(f) The authorizing document shall require the Trustee or Paying Agent, as applicable
(the "Trustee") to ascertain the necessity for a claim upon the Reserve Policy and
to provide notice to Financial Guaranty in accordance with the terms of the
Reserve Policy at least two business days prior to each interest payment date.
(g) The authorizing document shall not be modified or amended without the prior
written consent of Financial Guaranty.
(h) Financial Guaranty shall be provided with written notice of the resignation or
removal of the Trustee and the appointment of a successor thereto and of the
issuance of additional indebtedness of the Issuer at 125 Park Avenue, New York,
New York 10017, Attention: Risk Management.
(i) All of the conditions set forth in Financial Guaranty's Commitment for Municipal
Bond Insurance in connection with the issuance of the Bonds shall have been met.
Page 3 of 4
•
Financial Guaranty Insurance
Company
7. The Trustee, the Paying Agent or
Guaranty shall be the custodian
Bondholders in respect thereof.
8. The Reserve Policy shall terminate
other third party as shall be acceptable to Financial
the Reserve Policy and act as fiduciary for the
scheduled final maturity date of the Bonds.
4. Prior to delivery of the Reserve Policy, the Issuer shall deliver to Financial Guaranty an
executed Debt Service Reserve Fund I lolicy Agreement in substantially the form of Exhibit
B hereto (the "Agreement") and an opinion of counsel to the Issuer in form and substance
satisfactory to Financial Guaranty as to the due authorization, validity and enforceability of
the Agreement.
10. Any official statement or similar dis osure document relating to the Bonds insured shall
contain only (i) the language include in Exhibit C hereto and (ii) such other references to
Financial Guaranty and the Reserve P liey as we shall supply or approve.
11. Promptly after the issuance of the lKeserve Policy, Financial Guaranty shall receive a
completed set of executed documents.
Authorized Representative
To keep this commitment in effect to the Upiration Date set forth on the first page, Financial
Guaranty must receive by May 23, 2002, a duplicate of this Commitment executed by an
appropriate officer of the Issuer.
The undersigned agrees that if the reserve fun requirement for the Bonds is met in whole or in part
by a surety bond, letter of credit or insurance licy, such reserve fund credit instrument shall be a
Reserve Policy provided by Financial Guarani in accordance with the terms of this Commitment.
Accepted as of by the City of Tamarac, Florida.
By:
Name:
Title:
G:/Lehma /FL -City ofTamaroc-Sales Tax Rev 130nds-DW-4,evised
Page 4 of 4
Financial Guaranty Insurance
Company
125 Park Avenue
New York, NY 10017
(212)312-3000
(800)352-0001
A GE Capital Company
Municipal Bond Debt Service
Reserve Fund Policy
Issuer:
Bonds: , together with any parity obligations
issued under the authorizing document, as amended and
supplemented, and secured by the same debt service
reserve fund
Paying Agent:
Policy Number:
Control Number: 0010001
Premi
m ount:
\ erminatlon Date:
Exhibit A
FDIC_
Financial Guaranty Insurance CompanIVancraal Guaranty"), a New York stock insurance company, in
consideration of the payment of the premiW and subject to the terms of this Policy, hereby unconditionally and
irrevocably agrees to pay the paying agent named above or its successor, as paying agent for the Bonds (the
"Paying Agent"), for the benefit of Bondholders, that portion (not to exceed the Maximum Amount set forth
above) of the amount required to pay principal and interest (but not any prepayment premium) on the Bonds
which shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. No payment
shall be due hereunder for any event of Nonpayment that occurs after the Termination Date set forth above.
Financial Guaranty will make such payment to the Paying Agent on the date such principal or interest becomes
Due for Payment or on the Business Day next following the day on which Financial Guaranty shall have
received Notice of Nonpayment, whichever is later. Upon such disbursement, Financial Guaranty shall become
entitled to reimbursement therefor (together with interest thereon) all as provided in the Debt Service Reserve
Fund Policy Agreement between the Issuer and Financial Guaranty dated as of the Effective Date of this Policy.
The Maximum Amount shall be automatically reinstated when and to the extent that the Issuer repays amounts
disbursed hereunder, but shall not be reinstated to the extent of amounts received by Financial Guaranty
constituting interest on amounts disbursed to the Paying Agent pursuant to this Policy. Financial Guaranty shall
provide Notice to the Paying Agent of any reinstatement of any portion of the Maximum Amount within one
Business Day of such reinstatement.
This Policy is non -cancellable for any reason, including the failure of the Issuer to reimburse Financial Guaranty
for any payment made hereunder.
As used herein, the term "Bondholder" means, as to a particular Bond, the person other than the Issuer who, at
the time of Nonpayment, is entitled under the terms of such Bond to payment thereof. "Due for Payment"
means, when referring to the principal of a Bond, the stated maturity date thereof or the date on which the same
shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on
which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption),
acceleration or other advancement of maturity and means, when referring to interest on a Bond, the stated date
for payment of interest. "Nonpayment" in respect of a Bond means the failure of the Issuer to have provided
FGIC is a registered service mark used by Financial Guaranty Insurance Company under license from its parent company, FDIC Corporation.
Form 9008 (12/94) Page I of 2
r1
•
Financial Guaranty Insurance
Company
125 Park Avenue
New York, NY 10017
(212)312-3000
(800)352-0001
A GE Capital Company
Municipal Bond Debt Service
Reserve Fund Policy
sufficient funds to the Paying Agent for payment
Bond and includes any payment of principal or ii
such Bond which has been recovered from such B,
trustee in bankruptcy in accordance with a final, I
"Notice" means telephonic or telegraphic notic
registered or certified mail, from the Paying Al
Guaranty to the Paying Agent, as the case in
Sunday or a day on which the Paying Agent
In Witness Whereof, Financial Guaranty caw
signed by its duly authorized officer in facsimile
virtue of the countersignature of its duly authorize
President
Effective Date:
full of all principal and interest Due for Payment on such
est made to a Bondlvldcr by or on behalf of the issuer of
holder pursutip itWnited States Bankruptcy Code by a
appealabletp a court having competent jurisdictiott.
Tubs TtWrmed in writing, or written nonce oy
s to Financial Guaranty or from Financial
B ss Day" means any day other than a Saturday,
z lll
v law to remain closed.
d this Policy to be affixed with its corporate seal and to be
become effective and binding upon Financial Guaranty by
representative.
Authorized Representative
State Street Bank and Trust Company, N.A., ackni#vledges that it has agreed to perform the duties of Fiscal
Agent under this Policy.
Authorized Officer
FGIC is a registered service mark used by Financial Guaranty Ina nce Company under license from its parent company, FGIC Corporation.
Form 9008 (12194) Page 2 o1`2
EXHIBIT B
Page B-1
DEBT SERVICE RESERVE FUND POLICY AGREEMENT
AGREEMENT, dated as of [Closing Date], by and between the City of Tamarac, Florida
(the "Issuer') and Financial Guaranty Insurance Company (the "Insurer').
In consideration of the issuance by the Insurer of its Municipal Bond Debt Service
Reserve Fund Policy (the "Reserve Policy") with respect to the Issuer's Sales Tax Revenue
Bonds, Series 2002, together with any parity obligations secured by the same reserve fund (the
"Bonds"), issued under the document authorizing the issuance of the Bonds, as amended and
supplemented (the "Authorizing Document") and the Issuer's payment to the Insurer of the
insurance premium for the Reserve Policy, the Insurer and the Issuer hereby covenant and agree
as follows:
1. Upon any payment by the Insurer under the Reserve Policy, the Insurer shall furnish to
the Issuer written instructions as to the manner in which repayment of amounts owed to
the Insurer as a result of such payment shall be made.
2. The Issuer shall repay the Insurer the principal amount of any draws under the Reserve
Policy and related reasonable expenses incurred by the Insurer and shall pay interest
thereon at a rate equal to the lower of (i) the prime rate of Morgan Guaranty Trust
Company of New York in effect from time to time plus 2% per annum and (ii) the
highest rate permitted by law.
3. Repayment of draws, expenses and the interest thereon (collectively, "Policy Costs")
shall enjoy the same priority as the obligation to maintain and refill the reserve fund.
4. Payment of Policy Costs shall commence in the first month following each draw, and
each such monthly payment shall be in an amount at least equal to 1/12th of the
aggregate of Policy Costs related to such draw.
5. Amounts paid to the Insurer shall be credited first to interest due under the Reserve
Policy and hereunder, then to the expenses due hereunder and then to principal due
under the Reserve Policy and hereunder. As and to the extent that payments are made to
the Insurer on account of principal due under the Reserve Policy and hereunder, the
coverage under the Reserve Policy will be increased by a like amount.
b. If the Issuer shall fail to repay any Policy Costs in accordance with the requirements of
the Authorizing Document and this Agreement, the Insurer shall be entitled to exercise
any and all remedies available at law or under the Authorizing Document other than (i)
acceleration of the maturity of the Bonds or (ii) remedies which would adversely affect
Bondholders.
7. The Issuer shall ascertain the necessity for a claim upon the Reserve Policy and provide
notice to the Insurer in accordance with the terms of the Reserve Policy at least two
business days prior to each date upon which interest or principal is due on the Bonds.
S. All cash and investments in the reserve fund shall be utilized for making required
transfers to the debt service fund for payment of debt service on the Bonds before
making any draws on any alternative credit instrument. Repayment of any Policy Costs
shall be made prior to replenishment of any such cash amounts. Draws on all alternative
credit instruments on which there is available coverage shall be made on a pro rata basis
•
11
9
(calculated by reference to coveral
instrument) after applying availa
Repayment of Policy Costs and re:
credit instruments shall be made
coverage then available under e
replenishment of any cash draws on
EXHIBIT B
Page B-2
then available under each such alternative credit
e cash and investments in the reserve fund.
ibursement of amounts with respect to alternative
a pro rata basis (calculated by reference to the
,h such alternative credit instrument) prior to
ie reserve fund.
9. The Authorizing Document shall notl be modified or amended without the prior written
consent of the Insurer.
10. The Authorizing Document shall not be discharged until all Policy Costs owing to
Financial Guaranty shall have been p#id in full.
11. As security for the Issuer's repayment obligations with respect to the Reserve Policy, to
the extent that the Authorizing Doc ment pledges or grants a security interest in any
revenues or collateral of the Issuer ( other obligor) as security for the Bonds, the Issuer
hereby pledges and grants a secu ' oy interest in all such revenues and collateral,
subordinate only to that of the Bo holders. The Issuer shall evidence the Insurer's
pledge or security interest by the riling of appropriate Uniform Commercial Code
financing and continuation statement¢.
12. The rate covenant and the additioOl bonds test (in each case, if applicable) in the
Authorizing Document shall be ca ulated with at least one times coverage of the
Issuer's obligations with respect to I repayment of Policy Costs then due and owing.
Furthermore, no additional bonds ay be issued under the Authorizing Document
without the Insurer's prior written consent if any Policy Costs are past due and owing to
the Insurer.
13. The Issuer shall provide Financial G ranty with the following information:
I
(a) Notice of any drawing upeol or deficiency due to market fluctuation in the
amount, if any, on deposit, iii� the debt service reserve fund;
(b) Notice of any material ev"ts pursuant to Rule 15c2-12 under the Securities
Exchange Act of 1934;
(c) Notice of the redemption, of er than mandatory sinking fund redemption, of any
of the Bonds, or of any advapce refunding of the Bonds, including the principal
amount, maturities and CUSIP numbers thereof; and
(d) Such additional information ps Financial Guaranty may reasonably request from
time to time.
14. Notices to the Insurer shall be sent to the following address (or such other address as the
Insurer may designate in writing). Financial Guaranty Insurance Company, 125 Park
Avenue, New York, New York 100IV, Attention: Risk Management.
15, This Agreement may be executed in counterparts, each of which alone and all of which
together shall be deemed one originaj Agreement.
K If any one or more of the agreementqq, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid,lthen such agreements, provisions or terms shall be
EXHIBIT B
Page B-3
deemed severable from the remaining agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.
17. All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Authorizing Document.
18. This Agreement and the rights and obligations of the parties of the Agreement shall be
governed by and construed and interpreted in accordance with Florida law.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date written
above.
City of Tamarac, Florida
By: _
Name:
Title:
Financial Guaranty Insurance Company
By: _
Name:
Title:
•
0
DISCLOSURE LANGUAGE
(As used herein, "Bonds" means all Bc
Debt Service Reserve Fund Policy
Concurrently with the issuance of the Bonds,
Guaranty") will issue its Municipal Bond
Policy'). The Reserve Policy unconditiona
principal or accreted value (if applicable) of i
payment, but shall be unpaid by reason of nc
amount paid under the Reserve Policy may
Reserve Policy, [$ _ �,. Financial Gua
(the "Paying Agent") for the Bonds on the 1;
value (if applicable) and interest is due or o►
Financial Guaranty shall have received teleph
writing or written notice by registered or cert
of such amount by the Issuer. The term "non
of principal, accreted value or interest (as app
recovered from such owner pursuant to th
bankruptcy in accordance with a final ni
jurisdiction.
The Reserve Policy is non -cancellable and th
the Bonds. The Reserve Policy covers failui
the Bonds on their respective stated maturit
called for mandatory sinking fund redemptio
have been accelerated, and covers the failure
its payment. The Reserve Policy shall termii
being issued.
Generally, in connection with its issuance of a
other things, (i) that, so long as it has not fail
Reserve Policy, it be granted the power to e
authorizing document other than (A) accele
adversely affect holders in the event that the
draws on the Reserve Policy; and (ii) that an,
of the principal legal documents be subject to
any, granted to Financial Guaranty in connei
forth in the description of the principal let
Statement. Reference should be made as
circumstances, if any, under which the issue
substitute credit enhancement, and related mat
The Reserve Policy is not covered by the 1
Article 76 of the New York Insurance L,
(Florida Insurance Code, §§ 631.50 et seq.).
EXHIBIT C
Page C-1
INCLUSION IN O.S., IF ANY
to which FGIC's Reserve Policy applies)
'inancial Guaranty Insurance Company ("Financial
iebt Service Reserve Fund Policy (the "Reserve
y guarantees the payment of that portion of the
A interest on the Bonds which has become due for
payment by the Issuer, provided that the aggregate
iot exceed the maximum amount set forth in the
3nty will make such payments to the paying agent
er of the date on which such principal or accreted
the business day next following the day on which
nic or telegraphic notice subsequently confirmed in
ied mail from the Paying Agent of the nonpayment
iyment" in respect of a Bond includes any payment
cable) made to an owner of a Bond which has been
United States Bankruptcy Code by a trustee in
iappealable order of a court having competent
premium will be fully paid at the time of delivery of
to pay principal or accreted value (if applicable) of
dates, or dates on which the same shall have been
and not on any other date on which the Bonds may
► pay an installment of interest on the stated date for
v on the scheduled final maturity date of the bonds
Reserve Policy, Financial Guaranty requires, among
-d to comply with its payment obligations under the
Kercise any remedies available at law or under the
ation of the Bonds or (B) remedies which would
issuer fails to reimburse Financial Guaranty for any
amendment or supplement to or other modification
Financial Guaranty's consent. The specific rights, if
Lion with its issuance of the Reserve Policy are set
tl documents appearing elsewhere in this Official
well to such description for a discussion of the
of the Bonds is required to provide additional or
)erty/Casualty Insurance Security Fund specified in
or by the Florida Insurance Guaranty Association
Financial Guaranty is a wholly -owned subsidiary of FGIC Corporation (the "Corporation"), a
Delaware holding company. The Corpo tion is a subsidiary of General Electric Capital
Corporation ("GE Capital"), Neither the Coloration nor GE Capital is obligated to pay the debts
of or the claims against Financial Guaranty. Financial Guaranty is a monoline financial guaranty
insurer domiciled in the State of New York and subject to regulation by the State of New York
EXHIBIT C
Page C-2
Insurance Department. As of September 30, 2001, the total capital and surplus of Financial
Guaranty was approximately $1.033 billion. Financial Guaranty prepares financial statements on
the basis of both statutory accounting principles and generally accepted accounting principles.
Copies of such financial statements may be obtained by writing to Financial Guaranty at 125 Park
Avenue, New York, New York 10017, Attention: Communications Department (telephone number.
212-312-3000) or to the New York State Insurance Department at 25 Beaver Street, New York,
New York 10004-2319, Attention: Financial Condition Property/Casualty Bureau (telephone
number: 212-480-5187).
C
11
FINANCIAL GUARAWY INSURANCE COMPANY
PROCEDURES FORIPAYMENT OF PREMIUM
Financial Guaranty's issuance of its Municip Bond New Issue Insurance Policy (or Debt Service
Reserve Fund Policy, if appropriate) at closi is contingent upon its receipt of the premium. NO
POLICY WILL BE RELEASED UNTIL ORAL CONFIRMATION OF THE FEDERAL
RESERVE WIRE REFERENCE NUMBE HAS BEEN RECEIVED. Set forth below are the
procedures to be followed for confirming th amount of the premium to be paid and for paying
such amount:
Confirmation of Upon determination the final debt service schedule, provide such
Amount to be Paid: schedule to Financial Guaranty, to the attention of the FGIC
Closing Co inator, whose name and telephone number are
referenced ill commitment letter, and subsequently confirm the
amount of tho premium with the Closing Coordinator.
Pint: Premium Dul Date
Method of Payment: Wire Transfet of Federal Funds
Wire Transfer BANKERS I ItUST NEW YORK
Instructions: ABA Numb 021-001-033
16 Wall Stre , New York, New York
For Credit to inancial Guaranty Insurance Company
Account # 50 256-127
FGIC Policy
FGIC Contact: FGIC Closinj Coordinator — see commitment letter
Any questions concerning these procedures any premium payment method other than outlined
above should be directed to the attention of he FGIC Closing Coordinator at least two banking
days prior to the scheduled payment date.
CONFIRMATION Or RECEIPT OF PREMIUM
Financial Guaranty will accept as confirmati n of the premium payment a wire transfer number
and the name of the sending bank, to be cor#municated on the closing date to the FGIC Closing
Coordinator.
Upon confirmation of the premium payment �nd satisfaction of the other conditions set forth in the
commitment letter, Financial Guaranty will rocase the Policy.
REQUESTS FOR F THER INFORMATION OR
ALTERNATIVE PA MENT ARRANGEMENTS
Requests for additional information regardf ng the procedures described above or as to the
acceptability of alternate payment proceduregl should be directed to the FGIC Closing Coordinator
at least two business days prior to the closing date.
EXHIBIT F
FORM OF
CONTINUING DISCLOSURE CERTIFICATE
d:\Bonds\441 S\omso7.dw
May 1. 2002
•
Pj
•
XI ►�I I Kim Q10i
CERTIFICATE
THIS CONTINUING DISCLOSUrdu CERTIFICATE ("Certificate") is executed and
delivered by THE CITY OF TAMARAC, LORIDA (the "City" or the "Issuer"), in connection
with the issuance of its $ Sal s Tax Revenue Bonds, Series 2002 (the "Series 2002
Bonds").
WIJNESSETH;
WHEREAS, the Series 2002 Bonds fare being issued pursuant to Resolution No. 98-156
adopted by the City Commission of the City (the "City Commission") on May 27, 1998 (as
supplemented and amended from time to time# and as particularly replaced by Resolution No. 99-178
adopted by the City Commission on July 14 1999 and as further supplemented and amended by
Resolution No. 99-192 adopted by the City Commission on July 14, 1999, and as supplemented by
Resolution No. 2002- adopted by the Citf Commission on April , 2002) (collectively, the
"Resolution"); and
WHEREAS, the City now desires to i
Rule (hereinafter defined) to enable the P;
connection with the issuance and sale of the
NOW, THEREFORE, in consider
contained and for other good and valuable
hereby acknowledged, the City agree as fol
into this Certificate with respect to the Disclosure
gating Underwriter to comply with the Rule in
:s 2002 Bonds;
of the mutual agreements and covenants herein
ideration, the receipt and sufficiency of which is
1. Recitals; Definitions. The fo egoing recitals are true and correct and incorporated
herein by this reference. All capitalized to not otherwise defined herein shall have the meaning
ascribed thereto in the Resolution.
2. Definitions.
"Annual Report" shall mean a�y Annual Report provided by the City pursuant to, and
as described in, Sections 3 and 4 hereof.
"Beneficial Owner" shall megn any person which: (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2002
Bonds (including persons holding Series 2002 Bonds through nominees, depositories or other
intermediaries); or (b) is treated as t* owner of any Series 2002 Bonds for federal income
tax purposes.
"Business Day" shall mean a'4y other than a Saturday, Sunday or a day on which the
New York Stock Exchange is closed
OR475932;7
"Disclosure Rule" shall mean Rule 15c2-12(b)(5) promulgated by the Securities and
Exchange Commission under the authority of the Securities Exchange Act of 1934, as the
same may be amended or officially interpreted by the Securities and Exchange Commission
from time to time.
" Dissemination Agent" shall mean the City or any successor Dissemination Agent
designated in writing by the City and which has filed with the City written acceptance of such
designation.
"Fiscal Year" shall mean the period commencing on October 1 and ending on
September 30 of the next succeeding year, or such other period of time provided by
applicable law.
"Listed Events" shall mean any of the events listed in Section 5(a) hereof.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Disclosure Rule. Currently, the following are
National Repositories:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
Email: Munis@Bloomberg.com
FT Interactive Data
Attn: NRM SIR
100 William Street
New York, NY 10038
Phone: (212) 771-6999
Fax: (212) 771-7390 (Secondary
Market Information)
(212) 771-7391 (Primary Market Information)
Email: NRMSIR@FTID.com
Standard & Poor's J.J. Kenny
Repository
55 Water Street, 45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
Email: nrrnsir—repository@sandp.com
DPC Data, Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
Email: nrmsir@dpcdata.com
A list of the names and addresses of all designated Nationally Recognized Municipal
Securities Repositories as of any point in time is available by visiting the Securities and
Exchange Commission's website at www.sec.gov/info/municipal/nnnsir.htm.
oRa7s9a2;7
•
"Obligated Person(s)" shall
person(s), other than the bond insur(
either generally or through an enteiT
contract or other arrangement to suf
Series 2002 Bonds, which person is
nean, with respect to the Series 2002 Bonds, those
for the Series 2002 Bonds (the "Bond Insurer"), who
ise fund or account of such persons are committed by
ort payment of all or a part of the obligations on such
he City.
"Participating Underwriter" s all mean the original underwriter of the Series 2002
Bonds that is required to comply wi the Disclosure Rule in connection with the offering
of such Series 2002 Bonds.
"Repository" shall mean eachl National Repository and each State Repository.
"State Repository" shall mea i any public or private repository or entity designated
by the State of Florida as a stater sitory for the purpose of the Disclosure Rule and
recognized as such by the Securities nd Exchange Commission. As of this date, no such
designation has been made by the Stg to of Florida.
3. Provisi
(a) Not later than April 30 feach year commencing April 30, 2003, the City shall
provide an Annual Report consistent with the requirements of Section 4 below to each Repository
and to the Bond Insurer. The Annual Report may be submitted as a single document or as separate
documents comprising a package; provided I iat the City's annual audited financial statements (the
"Audit") may be submitted separately from the balance of the Annual Report and later than the date
required above for the filing of the Annual Re ort if they are not available by that date; provided that
in such event unaudited financial statement shall be delivered in a format similar to the audited
financial statements contained in the final C Ifficial Statement (hereinafter defined) for the Series
2002 Bonds together with the balance of the'Anrival Report. If the City's Fiscal Year changes, the
City shall give notice of such change in the dame manner as for a Listed Event under Section 5.
(b) Not later than fifteenj(15) Business Days prior to the date set forth in (a)
above, the City shall provide the Annual Reort to the Dissemination Agent (if other than the City).
If the City is unable to provide to the Repositories an Annual Report by the date required in
subsection (a), the City shall send a notice to (i) each National Repository or the Municipal
Securities Rulemaking Board, and (ii) the Sjtate Repository in substantially the form attached as
Exhibit A.
(c) The Dissemination Agent shall:
(i) determine eac year prior to the date for providing the Annual
Report the name and address oftacli National Repository and the State Repository,
if any; and
oR475932;7
•
(ii) if the Dissemination Agent is other than the City, file a report
with the City certifying that the Annual Report has been provided pursuant to this
Disclosure Certificate, stating the date it was provided and listing all the Repositories
to which it was provided.
4. Contents of Annual Report. The Annual Report shall contain or incorporate by
reference the following:
(a) The Audit for the immediately preceding Fiscal Year, prepared in accordance
with generally accepted accounting principles applicable to operations of the City, as same may be
modified from time to time by Florida statutory requirements and the governmental accounting
standards promulgated by the Government Accounting Standards Board.
If the Issuer's audited financial statements are not available by the time the Annual Report
is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial
statements in a format similar to the financial statements contained in the final Official Statement
dated , 2002 (the "Official Statement"), and the audited financial statements shall
be filed in the same manner as the Annual Report when they become available; and
(b) an update of the financial information and operating data contained in the
Official Statement under the following table:
Historical Statement of Sales Tax Revenues and of
Pro -Forma Debt Service Coverage.
[To Be Further Developed]
The information provided under Section 4(b) may be included by specific reference to other
documents, including official statements of debt issues of the Issuer or related public entities, which
have been submitted to each of the Repositories or the Securities and Exchange Commission. If the
document included by reference is a final official statement, it must be available from the Municipal
Securities Rulemaking Board. The Issuer shall clearly identify each such other document so
included by reference.
Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to
be given, notice of the occurrence of any of the following Listed Events with respect to the Series
2002 Bonds, if material:
(i) Delinquency in payment when due of principal or interest on
the Series 2002 Bonds;
OR475932:7 4
1.1
(ii) Non-payment kelated defaults;
(iii) Amendment t the Resolution modifying the rights of the
Holders of the Series 2002 Bonds (i eluding the pledge of any Additional Pledged
Revenues as provided in the Resolut on;
(iv) Optional, contingent or unscheduled prepayment of the Series
2002 Bonds;
(v) Defeasance of1the Series 2002 Bonds or any portion thereof;
(vi) Any change ij any rating of the Series 2002 Bonds;
(vii) Adverse tax anions or events adversely affecting the tax-
exempt status of the interest on the Series 2002 Bonds;
(viii) Any unscheduled draw on the reserve account for the Series
2002 Bonds reflecting financial difficulties;
(ix) Any unscheduled draw on the insurance policy issued by the
Bond Insurer reflecting financial difoculties;
(x) Any substitution of the Bond Insurer or any failure of the Bond
Insurer to perform on its insurance p�licy, reserve policy, or surety bond; and
(xi) The release, substitution, or sale of any property securing
repayment of the Series 2002 Bonds Or any portion thereof.
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event,
the City shall, as soon as possible, detertn4ie if such event would be material under applicable
federal securities laws. Notwithstanding the foregoing, any event under clauses (i), (vi), (vii), (viii),
(ix) or (x) shall always be deemed to be material.
(c) If the City has determined that knowledge of the occurrence of a Listed Event
would be material under applicable federal securities laws, the City shall promptly report the
occurrence pursuant to subsection (d) below
(d) If the City determitips that the Listed Event would be material under
applicable federal securities laws, the City shlall file a notice of such occurrence with the Municipal
Securities Rulemaking Board or each Nation4l Repository and the State Repository, and send a copy
thereof to the Bond Insurer. Each such noti* shall be captioned "Material Event Notice" and shall
prominently state the date, title and CUSIP Numbers of the Series 2002 Bonds to which it relates.
OR475932;7
0
6. Termination of Reporting Obligations. The obligations of the City hereunder shall
terminate upon the legal defeasance, prior prepayment or payment in full of all Outstanding Series
2002 Bonds orupon the termination of the continuing disclosure requirements ofthe Disclosure Rule
by legislative, judicial or administrative action. If such termination occurs prior to the final maturity
of the Series 2002 Bonds, the City shall give notice of such termination in the same manner as for
a Listed Event under Section 5(d).
7, Dissemination_ Agent. The City may, from time to time, appoint or engage a
Dissemination Agent other than itself to assist it in carrying out its obligations hereunder and may
discharge any such Dissemination Agent with or without appointing a successor Dissemination
Agent.
Obligated Persons, The Obligated Person with respect to the Series 2002 Bonds shall
be the City.
9. Default. In the event of a failure of the City or the Dissemination Agent to comply
with any provision of this Certificate, any Holder or Beneficial Owner of Outstanding Series 2002
Bonds may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the City or the Dissemination Agent, as the case may
be, to comply with its obligations under this Certificate. Notwithstanding any other provision of the
Resolution to the contrary, failure of the City or the Dissemination Agent to comply with the
requirements of this Certificate shall not be considered an event of default under the Resolution, and
the sole remedy under this Certificate in the event of any failure of the City or Dissemination Agent
to comply with the provisions of this Certificate shall be an action to compel performance.
10. Amendment; Waiver. Notwithstanding any other provision hereof, the City and the
Dissemination Agent may amend the provisions of this Certificate without consent of the Holders
or Beneficial Owners of Series 2002 Bonds and any provision of this Certificate may be waived
provided the undertaking, as amended or taking into account such waiver, would, in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Disclosure Rule at
the time of the original issuance of the Series 2002 Bonds, after taking into account any amendments
or interpretations of the Disclosure Rule, as well as any change in circumstances.
In the event of any amendment or waiver of a provision of this Certificate, the City shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of
a change of accounting principles, on the presentation) of financial information or operating data
being presented by the City. In addition, if the amendment relates to the accounting principles to be
followed in preparing financial statements: (i) notice of such change shall be given in the same
manner as for a Listed Event under Section 5(d); and (ii) the Annual Report for the year in which
the change is made should present a' comparison (in narrative form and also, if feasible, in
OR475932:7
quantitative form) between the financial st
principles and those prepared on the basis
11. Additional Information. No
disseminating any other information, using
or any other means of communication, or in
notice of occurrence of a Listed Event, in ad(
City chooses to include any information in
Event in addition to that which is specifica
obligation to update such information or
occurrence of a Listed Event,
12. PuroOse of this Certificate.
the benefit of the Holders and Benefi
Section (b)(S)(i) of the Disclosure Rule.
13. Beneficiaries. The covenants
City, the Dissemination Agent, the Participate
from time to time of the Series 2002 Bonds
14. Governing Law. This C
and Federal law and venue shall be in
IN WITNESS WHEREOF, the
day of , 2002.
its as prepared on the basis of the new accounting
former accounting principles.
ig herein shall be deemed to prevent the City from
means of dissemination set forth in this Certificate
ding any other information in any Annual Report or
)n to that which is required by this Certificate. If the
Annual Report or notice of occurrence of a Listed
required by this Certificate, the City shall have no
lude it in any future Annual Report or notice of
s Certificate constitutes the written undertaking for
Owners of the Series 2002 Bonds required by
ntained herein shall inure solely to the benefit of the
Underwriter and the Holders and Beneficial Owners
shall create no rights in any other person or entity.
shall be governed bythe laws of the State of Florida
County, Florida.
have executed this Certificate as of the
OF TAMARAC, FLORIDA
Joe Schreiber, Mayor
[SEAL] y:
ATTEST Jeffrey L. Miller, City Manager
Marion Swenson, CMC, City Clerk
APPROVED AS TO FORM:
Mitchell S. Kraft, City Attorney
OR475932;7 7
EXHIBIT "A"
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Tamarac, Florida
Name of Bond Issue: S Sales Tax Revenue Bonds, Series
2002 (the "Series 2002 Bonds")
Date of Issuance: 72002
NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the
above -named Bonds as required by Sections 3 and 4 of the Continuing Disclosure Certificate, The
City anticipates that the Annual Report will be filed by
Dated:
CITY OF TAMARAC, FLORIDA
By:____
Name:
Title:
oR475932;7
10
STATE OF FLORIDA:
COUNTY OF BROWARD:
Each of the undersigned members
(the "Issuer"), recognizing that the purcha�
Florida Sales Tax Revenue Bonds, Series
this Certificate, DOES HEREBY CERTII
I
the Commission of the City of Tamarac, Florida
� of the not to exceed $13,500,000 City of Tamarac,
2 will have purchased said Bonds in reliance upon
(1) that he or she has no person a l knowledge that any two or more members of the
Commission meeting together, reached any prior conclusion as to whether the actions taken by
the Commission with respect to said Bonds, the security therefor and the application of the
proceeds thereof, should or should not bet ken by the Commission or should or should not be
recommended as an action to be taken or npt to be taken by the Commission, except at public
meetings of the Commission held after d*e notice to the public was given in the ordinary
manner required by law and custom of thO Commission; and
(2) that he or she does not have
with any business entity which is purcha
IN WITNESS WHEREOF, we have
J
J:\BONDS\4415\ C ERTPM,DOC
hold any employment or contractual relationship
.a the Bonds from the Issuer.
V�. C
our official si�i tures this�li day
// * ^
I, Marion Swenson, City Clerk c
connection with the issuance this day by
Florida Sales Tax Revenue Bonds, Series
1. The following is a correct
Commission of the City of Tamarac, Flori
of commencement and expiration of their �
OFFICE
Mayor
Vice Mayor
Commissioner
Commissioner
Commissioner
City Clerk
City Manager
Assistant City
Manager/Interim
Finance Director
City Attorney
OFFICER
Joe Schreiber
Edward C. Portner
Gertrude Mishkin
Karen L. Roberts
Marc L. Sultanof
Marion Swenson
Jeffrey L. Miller
Michael C. Cernech
Mitchell S. Kraft, Esq.
2. The official seal of the City
said City, is the seal an impression of
Certificate.
e City of Tamarac, Florida (the "Issuer"), in
Issuer of the $ IS, 2?-Q, 000 City of Tamarac,
2 DO HEREBY CERTIFY:
of the names of the members of the City
and of certain other officers, and of the dates
ective terms of office:
COMMENCEMENT
OF SERVICE
�'l19� jaoA �
V/9Iaoa�
,alo 0
EXPIRATION
OF TERM
At the pleasure
of the Commission
At the pleasure
of the Commission
At the pleasure
of the City Manager
At the pleasure
of the Commission
of Tamarac, Florida, being the only seal used by
which is affixed opposite my signature on this
WITNESS my ha d and the official seal of the City of Tamarac, Florida, referred to
above; this, day of , 2002.
CITY OF TAMARAC, FLORIDA
(SEAL)
i By:
City Clerk
J:\Bonds\4415\closing\certinc.doc
May 2, 2002
Page 1 of 1
Marion Swenson
From: Duane D. Draper [ddraper@bmolaw.com]
Sent: Thursday, May 09, 2002 11:58 AM
To: Leanne Williams; Marion Swenson
Subject: RE: Reso numbers
She does not need to sign since she was not presen
-----Original Message -----
From: Leanne Williams [mailto:LeanneW
Sent: Thursday, May 09, 2002 11:22 AM
To: Marion Swenson
Cc: Duane D. Draper
Subject: RE: Reso numbers
Marion:
Since she didn't vote, I don't think she will sigi
Duane: The bond is R2002-125, the other is
thanks, Leanne
PS I will let Mike know the reso number
-----Original Message -----
From: Marion Swenson
Sent: Thursday, May 09, 2002 11:04
To: Leanne Williams
Subject: Reso numbers
TR9772 — Resolution R2002-124
TR9674 — Resolution R2002-125
but Duane will confirm.
- the underwriter.
Also, Gert Mishkin did not vote on TR9f74 or TR9772 — does she need to sign the certificate a to
public meetings and no conflict of inter st? Bond Counsel may need to answer that for us.
5/9/2002