HomeMy WebLinkAboutResolution 90-12
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RESOLUTION NO. 90-12
.
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE
OF $7,000,000 CITY OF OCOEE, FLORIDA,
TRANSPORTATION REFUNDING AND IMPROVEMENT
REVENUE BONDS, SERIES 1990; AWARDING THE SALE
THEREOF TO WILLIAM R. HOUGH & CO., SUBJECT TO
THE TERMS AND CONDITIONS OF A PURCHASE
CONTRACT; AUTHORIZING THE DISTRIBUTION OF A
FINAL OFFICIAL STATEMENT IN CONNECTION WITH
THE DELIVERY OF THE BONDS; APPROVING THE FORM
OF AND AUTHORIZING EXECUTION AND DELIVERY OF
A FINANCIAL GUARANTY AGREEMENT WITH MUNICIPAL
BOND INVESTORS ASSURANCE CORPORATION;
AUTHORIZING THE PURCHASE OF MUNICIPAL BOND
INSURANCE AND A SURETY BOND; APPOINTING A
REGISTRAR AND PAYING AGENT; APPOINTING AN
ESCROW AGENT; PROVIDING CERTAIN OTHER MATTERS
IN CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City _of Ocoee, Florida (the "Issuer"), has by a
resolution adopted on August 21, 1990, as amended by a resolution
adopted on August 30, 1990 (the "Resolution"), authorized the
issuance of not to exceed $7,000,000 City of Ocoee, Florida,
Transportation Refunding and Improvement Revenue Bonds, Series
1990, to defease certain outstanding obligations and to finance the
Project (as defined in the Resolution); and
WHEREAS, due to the present instability in the market for
revenue obligations the interest on which is excluded from federal
gross income, the critical importance of the timing of the sale of
the Bonds, and due to the willingness of William R. Hough & Co.
(the "Underwri ter") to purchase the city of Ocoee, Florida,
Transportation Refunding and Improvement Revenue Bonds, Series 1990
.
(the "Series 1990 Bonds"), at interest rates favorable to the
Issuer, it is hereby determined that it is in the best interest of
the public and the Issuer to sell the Series 1990 Bonds at a
negotiated sale; and
WHEREAS, the Underwriter proposes to submit an offer to
~ purchase $7,000,000 of the Series 1990 Bonds, subject to the terms
and conditions set forth in the Purchase Contract, a copy of which
is attached hereto as Exhibit A (the "Purchase Contract"); and
WHEREAS, the Issuer now desires to sell its Bonds pursuant to
the Purchase Contract and in furtherance thereof to appoint a
Registrar and Paying Agent and to appoint an Escrow Agent; and to
approve the form of and authorize distribution of a final Official
Statement in connection with the issuance of the Series 1990 Bonds;
and
WHEREAS,
authorize the
Agreement with
("MBIA"); and
WHEREAS, The Issuer has
disclosure information required
the Issuer desires to approve the form of and
execution and deli very of a Financial Guaranty
Municipal Bond Investors Assurance corporation
been
provided all applicable
section 218.385, Florida
by
Statutes; and
WHEREAS, this Resolution shall constitute a supplemental
resolution under the terms of the Resolution and all capitalized
undefined terms shall have the meaning set forth in the Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF OCOEE, FLORIDA:
~ SECTION 1. The negotiated sale of the Series 1990 Bonds to
the Underwriter is hereby approved. The Mayor and the Clerk are
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hereby authorized to execute the Purchase Contract in substantially
the form attached as Exhibit A, with such additional changes,
insertions and omissions therein as may be approved by the said
~ officers of the Issuer executing the same, such execution to be
conclusive evidence of such approval.
SECTION 2. The Series 1990 Bonds shall be dated September 1,
1990, shall be in the denomination of $5,000 or any integral
multiple thereof and shall bear interest at the rates and shall
mature in the years and amounts as shall be set forth in the
Purchase Contract. The proceeds of the Series 1990 Bonds, together
with certain other available funds of the Issuer, shall be used in
the manner set forth on Exhibit B attached hereto and such use is
hereby approved.
SECTION 3. The Series 1990 Bonds shall be issued under and
secured by the Resolution and shall be executed by manual or
facsimile signature of the Mayor and the City Clerk of the Issuer
in substantially the form set forth in the Resolution, with such
additional changes and insertions therein as shall be approved by
the officers of the Issuer executing the same, and such execution
and delivery shall be conclusive evidence of the approval thereof
by such officers.
SECTION 4. The distribution by the Underwriter of the
preliminary Official Statement is hereby approved.
SECTION 5. The distribution by the Underwriter of a final
~ Official Statement of the Issuer relating to the Bonds is hereby
approved in substantially the form of Exhibit C hereto, together
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with such changes thereto as may be authorized by the Mayor. The
Official statement will be executed by the Mayor of the Issuer,
such execution to be conclusive evidence of approval of the
~ Official statement in its final form.
SECTION 6. citizens and Southern Trust Company (Florida),
National Association, Ft. Lauderdale, Florida, is hereby appointed
as Escrow Agent under the Escrow Deposit Agreement, in
substantially the form attached to the Resolution, with such
changes as may be approved by the Mayor and Clerk, such execution
to be conclusive evidence of approval of the Escrow Deposit
Agreement in its final form.
SECTION 7. citizens and Southern Trust Company (Florida),
National Association, is hereby appointed as Registrar and Paying
Agent for the Series 1990 Bonds.
SECTION 8. Insurance to insure the holder of any Series 1990
Bond the scheduled payment of principal and interest on behalf of
the Issuer is hereby authorized to be purchased from Municipal Bond
Investors Assurance corporation ("MBIA") and payment for such
insurance is hereby authorized from proceeds of the Series 1990
Bonds in accordance with the Commitment for Municipal Bond
Insurance from MBIA attached hereto as Exhibit D. A statement of
insurance is hereby authorized to be printed on or attached to the
Series 1990 Bonds for the benefit and information of the holders
of the Series 1990 Bonds.
~ SECTION 9. The Issuer shall fund the Reserve Account in the
Debt Service Fund with a surety bond purchased from MBIA in an
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amount equal to the Reserve Requirement on the Series 1990 Bonds.
The Reserve Requirement for the Series 1990 Bonds shall be the
lesser of (i) the Maximum Bond Service Requirement on the Series
~ 1990 Bonds, (ii) 125% of average annual bond service requirement
on the Series 1990 Bonds or (iii) 10% of the proceeds of the Series
1990 Bonds. The Mayor and Clerk are authorized to execute a
Financial Guaranty Agreement in substantially the form attached as
Exhibit E hereto, with such changes, insertions and omissions as
may be approved by such officers. Pursuant to the Financial
Guaranty Agreement the Issuer shall grant to MBIA a lien on the
Pledged Revenues, junior, subordinate and inferior to the lien
thereon in favor of the holders of the Bonds and any Public Service
Tax obligations issued pursuant to the Resolution.. Such pledge
is hereby approved and ratified. Interest earnings, if any, on
amounts on deposit in the special subaccount in the Reserve Account
established for the benefit of the Series 1990 Bonds shall be
deposited in the Debt Service Fund created pursuant to the
Resolution.
SECTION 10. The Mayor, the City Manager, the City Clerk, the
Finance Director, and the City Attorney of the Issuer or any other
appropriate officers of the Issuer are hereby authorized and
directed to execute any and all certifications or other instruments
or documents required by the Resolution, the Purchase Contract,
the Escrow Deposit Agreement, this Resolution or any other document
~ referred to above as a prerequisite or precondition to the issuance
of the Series 1990 Bonds and any such representation made therein
5
by officers or representatives of the Issuer shall be deemed to be
made on behalf of the Issuer.
All action taken to date by the
officers of the Issuer in furtherance of the issuance of the Series
~ 1990 Bonds is hereby approved, confirmed and ratified.
SECTION 9. All prior resolutions or other actions of the
Issuer inconsistent with the provisions of this Resolution are
hereby modified, supplemented and amended to conform with the
provisions herein contained and except as otherwise modified,
supplemented and amended hereby shall remain in full force and
effect.
SECTION 10. This Resolution shall take effect immediately
upon its passing.
PASSED AND ADOPTED by the City commission of the City of
Ocoee, Florida, on this 30 day of August, 1990.
ATTEST:
APPROVED:
CITY OF OCOEE, FLORIDA
~
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE,
APPROVED AS TO FORM AND
LEGALITY, this 3~~
day of August, 1990
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING HELD
ON August do , 1990
UNDER AGENDA ITEM NO. JT ~
FOLEY & LARDNER, VAN DEN BERG,
GAY, BURKE, WILSON & ARKIN
.
154.:1
Attorne~
c.-ca-
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6"rH I (i;, ( i ,4-
$7,000,000
CITY OF OCOEE, FLORIDA
TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS
SERIES 1990
.
PURCHASE CONTRACT
August 30, 1990
City Commission
City Of Ocoee
150 Lake Shore Drive
Ocoee, Florida 32761
A Gentlemen:
William R. Hough & Co. (the "Underwriter") hereby offers to
enter into this Purchase Contract (the "Purchase Contract") with
the City of Ocoee (the "City") for the purchase by the Underwriter
and sale by the City of $7,000,000 aggregate principal amount of
the City of Ocoee Transportation Refunding and Improvement Revenue
Bonds, Series 1990 (the "Series 1990 Bonds"). This offer is made
subject to acceptance thereof by the City, prior to 11:59 p.m.
Eastern Daylight time, on the date hereof, and upon such accep-
tance, as evidenced by the signatures in the spaces provided
therefor below, and the approval as to form and legality of the
ci ty Attorney (as hereinafter def ined), this Purchase Contract
shall be in full force and effect in accordance with its terms and
shall be binding upon the City and the Underwriter. If this offer
is not so accepted, it is subject to withdrawal by the Underwriter
upon written notice delivered to the City at any time prior to such
acceptance.
.
1. Upon the terms and conditions and in reliance upon the
representations, warranties and covenants hereinafter set forth,
the Underwriter hereby agrees to purchase from the City, and the
City hereby agrees to sell to the Underwriter all (but not less
than all) of the Series 1990 Bonds at an aggregate purchase price
of $6,814,482.50 (such amount representing the aggregate principal
amount of the Series 1990 Bonds of $7,000,000 less underwriter
discount of 2.079% of the principal amount of the Series 1990 Bonds
and less original issue discount of $39,987.50) plus accrued
interest from September 1, 1990 to the date of CloSing. The Series
1990 Bonds shall mature and shall bear interest at the rates and in
the amounts and shall be subject to redemption as set forth on
Exhibit A attached hereto. The Underwriter agrees to make a public
offering of the Series 1990 Bonds at the initial offering prices
set forth in the Official Statement relating to the Series 1990
Bonds (the "Official Statement") i however, the Underwriter reserves
the right to make concessions to dealers and to change the initial
.
.
offering prices of the Series 1990 Bonds as the Underwriter shall
deem necessary in connection with the marketing of the Series 1990
Bonds. Terms not otherwise defined herein shall have the same
meanings as set forth in the Resolution as defi~ed below.
2. The Series 1990 Bonds shall be in the form set forth in,
and shall be issued and secured under and pursuant to, Resolution
No. 90-08 adopted by the City commission of the City on August 21,
1990, as amended and supplemented by resolutions of the City
Commission of the City adopted the date hereof (collectively the
"Resolution"). The Series 1990 Bonds are secured by a first lien
on the Pledged Revenues (as defined in the Resolution). The
Pledged Revenues include the Public Service Taxes which are imposed
pursuant to certain ordinances of the City (the "Ordinances"). The
Series 1990 Bonds are being issued to provide funds to decease the
City's Public Improvement Revenue Bonds, Series 1987 (the "Prior
Bonds") currently outstanding in the aggregate principal amount of
$1,895,000, to finance the Project, consisting of the acquisition
of rights-of-way and the design, construction, paving, and
improvement of a paved road or roads and related drainage improve-
ments within the City and outside the City but within Orange
County, Florida; to purchase for crediting to the special subac-
count in the Reserve Account in the Debt Service Fund established
for the benefit of the Series 1990 Bonds a surety bond in an amount
equal to the Reserve Requirement on the Series 1990 Bonds; and to
finance certain costs of issuance of the Series 1990 Bonds,
including the municipal bond insurance premium.
3. The City agrees to deliver to the Underwriter, at such
address as the Underwriter shall specify, such number of copies of
the Official Statement as necessary to comply with paragraph (b) (4)
of Rule 15c2-12 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Rule") and with Rule G-32 and
all other applicable rules of the Municipal Securities Rulemaking
Board. The City agrees to deliver such Official Statements within
seven (7) business days after the execution thereof. By acceptance
of this Purchase Contract, the City hereby authorizes the use of
the preliminary official statement dated August 22, 1990 (the
"Preliminary Official Statement") and the Official Statement, as
the same may be modif ied, amended or supplemented upon mutual
agreement of the City and the Underwriter and the information
therein contained, by the Underwriter in connection with the
offering, sale and distribution of the Series 1990 Bonds by the
Underwriter. The City agrees to make no amendments to the Official
Statement without the prior written consent of the Underwriter.
4. We herewith deliver to the City a corporate check payable
to the City in the amount of one percent (1%) of the principal
amount of the Series 1990 Bonds, as security for the performance by
the Underwriter of its obligations to accept and pay for the Series
1990 Bonds at the Closing (described below) in accordance with the
provisions of this Purchase Contract. If the City does not execute
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.
.
and deliver this Purchase Contract as provided herein, such funds
shall be immediately returned to the undersigned. If the City
executes and delivers this Purchase Contract as provided herein,
the City may deposit such funds for its own account. The amount of
such funds is hereinafter called "Earnest Money". In the event of
the Underwriter's compliance with its obligations hereunder, the
Earnest Money shall be applied to the purchase price of the Series
1990 Bonds when the Series 1990 Bonds are tendered to the Under-
writer. In the event of the City's failure to deliver the Series
1990 Bonds at Closing, or if the City shall be unable at the
Closing to satisfy the conditions to the obligations of the
Underwriter contained herein, or if the obligations of the
Underwriter shall be terminated for any reason permitted by this
Purchase Contract, the Earnest Money shall be immediately returned
to the undersigned. In the event that the Underwriter fails (other
than for a reason permitted under this Purchase Contract) to accept
and pay for the Series 1990 Bonds at Closing, the Earnest Money
shall be retained by the City as and for full liquidated damages
for such failure and for any and all defaults hereunder on the part
of the Underwriter and not as a penalty to the City for such
failure and default, and the retention of such proceeds shall
constitute a full release and discharge of all claims and rights
hereunder against the Underwriter.
5. At noon, Eastern Daylight Time, on September 27, 1990, or
on such other date and time as shall be agreed upon by the City and
the Underwriter (the "Closing"), the City will deliver, or cause to
be delivered to the Underwriter the Series 1990 Bonds for the
account of the Underwriter in definitive form, duly executed and
authenticated by the authorized officers of the city, at such
location in New York, New York as the Underwriter shall request and
shall deliver to the Underwriter at the offices of Bryant, Miller
and Olive, P.A. in New York, New York or such other location as
shall have been mutually agreed to by the City and the Underwriter
the certificates, opinions and other documents described in section
8(b) hereof. Subject to the terms and conditions of this Purchase
Contract, the Underwriter will accept such delivery and pay the
purchase price of the Series 1990 Bonds set forth in section 1 less
the Earnest Money hereof by delivery of a check or wire transfer of
federal funds, payable to the order of the City. The Series 1990
Bonds shall be delivered as fully registered bonds in authorized
denominations and registered in such names as the Underwriter may
request four (4) business days prior to the Closing. The defini-
tive Series 1990 Bonds will be made available to the Underwriter at
New York, New York, twenty-four (24) hours before the Closing for
purposes of inspection and packaging.
6. The City represents and warrants to the Underwriter,
which representations and warranties shall survive the purchase and
offering of the Bonds, that:
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.
(a) The City is a body corporate and politic duly
created and existing having been chartered as a municipal corpora-
tion in 1969, and has, and at the date of the Closing will have,
full legal right, power and authority (i) to enter into this
Purchase Contract, (ii) to adopt the Resolution, (iii) to issue,
sell and deliver the Series 1990 Bonds to the Underwriter as
provided herein, (iv) to approve the Preliminary Official statement
and the Official statement and to authorize the distribution
thereof by the Underwriter, and (v) to carry out and to consummate
all the transactions contemplated by this Purchase Contract and the
Resolution and to perform its obligations hereunder and thereunder
and to enact the Ordinances;
(b) The Preliminary Official statement and the Official
statement are correct and complete in all material respects for the
purposes and under the circumstances in which they were prepared
and do not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the state-
ments made therein, in light of the circumstances under which they
were made, not misleading;
(c) The City has complied in all respects with the
Constitution and laws of the state of Florida, including its
Charter and Code, in connection with the authorization, issuance
and sale of the Series 1990 Bonds, the adoption of the Resolution,
the enactment of the Ordinances, the execution and delivery of this
Purchase Contract, and the performance of the transactions
contemplated hereby and thereby;
(d) By official action of the City prior to or concur-
rently with the acceptance hereof, the City has duly adopted the
Resolution and duly enacted the Ordinances, and authorized the
issuance of the Series 1990 Bonds and the execution and delivery of
the Official statement. This Purchase Contract has been duly autho-
rized, executed and delivered by the City and constitutes the
legal, valid and binding obligation of the City, enforceable in
accordance with its terms, subject to any applicable bankruptcy,
insolvency, reorganization or similar law affecting the enforcement
of creditors' rights generally;
.
(e) The City is not in breach of or default under any
applicable law or administrative regulation of the state of Florida
or the United States, or any instrument to which the City is a
party or is subject, default under which would materially adversely
affect the ability of the City to perform its obligations in
connection with the transactions contemplated by this Purchase
Contract; the issuance of the Series 1990 Bonds, the adoption of
the Resolution and the execution and delivery of this Purchase
Contract, the consummation of the transactions contemplated by the
Resolution, this Purchase Contract and the Series 1990 Bonds, and
compliance with the provisions of each thereof, do not and will not
conflict with or constitute on the part of the City a breach of or
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.
.
default under its Charter or Code or the City's by-laws or any
applicable constitutional provision, law, administrative regula-
tion, judgment, decree, loan agreement, note, resolution, agreement
or other instrument to which the City is a party or to which the
City or any of its properties is otherwise subject;
(f) As of the Closing, all approvals, consents and
orders of any governmental authority, board, agency or commission
having jurisdiction which would constitute a condition precedent to
the performance by the City of its obligations hereunder and under
the Resolution and the Series 1990 Bonds, other than any such
approvals, consents and orders relating to the Project all of which
the City expects to be able to obtain as needed, will have been
obtained and will be in full force and effect; and provided that no
representation is made with respect to compliance with the
securities or "blue sky" laws of the various states of the United
States;
(g) The Series 1990 Bonds, when issued, authenticated,
delivered and sold to the Underwriter as provided herein, will have
been duly authorized and executed and will constitute validly
issued and legally binding special obligations of the City in
conformity with, and entitled to the benefit and security of, its
Charter or Code and the Resolution;
(h) The Resolution complies in all respects with the
requirements of the law and constitutes the valid, legal and
binding obligation of the City, enforceable against the City in
accordance with its terms, subject to any applicable bankruptcy,
insolvency, reorganization or similar laws affecting the enforce-
ment of creditors' rights generally;
(i) To the knowledge of the City there is no action,
suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, pending or, to the
knowledge of the City, threatened against the City: (i) in any way
affecting the existence of the City or in any way challenging the
respective offices or the titles of its officers to their respec-
tive offices or (ii) seeking to prohibit, restrain or enjoin or in
any way affecting the sale, issuance or delivery of the Series 1990
Bonds or the collection of revenues or assets of the City pledged
or to be pledged to pay the principal of, redemption premium, if
any, and interest on the Series 1990 Bonds or the pledge thereof,
or in any way contesting or affecting the validity or enforceabili-
ty of the Series 1990 Bonds, the Resolution and the transactions
contemplated hereby or thereby, or (iii) contesting in any way the
completeness or accuracy of the Preliminary Official Statement or
the Official Statement, or (iv) contesting the power or authority
of the City to issue the Series 1990 Bonds or to adopt the
Resolution or (v) wherein an unfavorable decision, ruling or
finding would materially adversely affect the financial condition,
results of operations, business, prospects or property of the City;
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nor, to the knowledge of the City, is there any meritorious basis
therefor;
(j) The City has not been notified-of any listing or
proposed listing by the Internal Revenue Service to the effect that
it is a bond issuer whose arbitrage certificates may not be relied
upon; and
.
(k) Except as disclosed in the Official Statement the
City has not been in default at any time after December 31, 1975,
as to principal or interest with respect to any obligations issued
or guaranteed by the City.
7. (a) The City covenants with the Underwriter that if
between the date of this Purchase Contract and the Closing, an
event occurs affecting the City or the transactions contemplated
hereby which could cause the Official Statement to contain an
untrue statement of a material fact or to omit to state a material
fact necessary in order to make the statement therein, in light of
the circumstances under which they were made, not misleading, the
City shall notify the Underwriter promptly and if in the opinion of
the City, the Underwriter or Bond Counsel, such event requires an
amendment or supplement to the Official Statement, in order to
ensure that the Official Statement does not contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statement therein, in light of the
circumstances under which they were made, not misleading, the city
will so amend or supplement the Official Statement in a form and in
a manner jointly approved by Bond Counsel, the City and the
Underwriter, and the City will bear the cost of making and printing
such amendment or supplement to the Official Statement and
distributing such amendment or supplement to owners of the Series
1990 Bonds.
(b) The City will furnish such information, execute such
instruments and take such other action in cooperation with the
Underwriter as it may deem necessary in order to qualify the Series
1990 Bonds for offer and sale under the "blue sky" or securities
laws and regulations of such states and other jurisdictions of the
United States as the Underwriter may designate; provided, however,
that the City shall not be required to consent to service of
process or to qualify to do business in any jurisdiction where it
is not now so subject or qualified; and provided further, however,
that the City shall not be responsible for compliance with or the
consequences of failure to comply with applicable "blue sky" or
state securities laws or regulations.
.
8. The Underwriter has entered into this Purchase Contract
in reliance upon the representations, warranties and agreements of
the City contained herein and upon the accuracy of the statements
to be contained in the documents, opinions, and instruments to be
delivered at the Closing. Accordingly, the Underwriter's
6
obligation under this Purchase Contract to purchase, accept
delivery of, and pay for the Series 1990 Bonds is subject to the
performance by the City of its obligations hereunder at or prior to
the Closing and to the following additional conditions precedent:
.
(a) At the time of Closing, (i) the representations and
warranties of the City contained herein shall be true and correct
in all material respects; (ii) the Resolution shall have been duly
adopted and shall be in full force and effect; (iii) the Ordinances
shall have been duly enacted and in full force and effect; (iv) the
City shall not be in default of any of its covenants hereunder; and
(b) At or prior to the Closing, the Underwriter shall
receive the following:
(1) The approving opinion of Bryant, Miller and Olive,
P.A., Bond Counsel, substantially in the form of Appendix F to
the Official Statement;
(2) An opinion of the Foley, Lardner, van den Berg, Gay,
Burke, Wilson & Arkin, City Attorney, substantially in the
form of Exhibit B hereto;
(3) A letter from McDirmit, Davis & Company, certified
public accountants to the City in form and substance satisfac-
tory to the Underwriter;
.
(4) A certificate of the City dated the date of Closing
and executed by the Mayor and City Clerk to the effect that:
(i) the representations, warranties and covenants of the City
contained herein are true and correct in all material respects
on and as of the date of Closing with the same effect as if
made on the date of Closing; (ii) as of the date of the
Closing, the Official Statement (including the statistical and
financial information contained therein but excluding any
information relating to MBIA (as hereinafter defined)) does
not contain an untrue statement of a material fact or 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; (iii) no event affecting the City
has occurred since the date of the official Statement in order
to make the statements therein, in light of the circumstances
under which they were made, not misleading; (iv) the City has
complied with all the agreements and satisfied all of the
conditions on its part contained herein and in the Resolution
to be performed or satisfied at or prior to the Closing; and
(v) the City has not been in default as to principal or
interest on any bond or other debt obligation issued or
guaranteed by the City since December 31, 1975;
(5) A certificate of the City dated the date of Closing
sufficient in form and substance to show to the satisfaction
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of Bond Counsel that the Series 1990 Bonds will not be
arbitrage bonds under section 148 of the Internal Revenue Code
of 1986, as amended (the "Code") and the regulations thereun-
der;
.
(6) written confirmation from Moody's Investors Service
and Standard & Poor's Corporation that the Series 1990 Bonds
have been rated "Aaa" and "AM", respectively;
(7) An opinion of Honigman Miller Schwartz and Cohn,
Orlando, Florida, Counsel to the Underwriter, in a form
acceptable to the Underwriter;
(8) Such counterparts of the documents referred to in
the Official Statement and the Resolution, as the Underwriter
or Bond Counsel may reasonably request to evidence compliance
by the City with this Purchase Contract, the truth and
accuracy, as of the time of Closing, of the representations of
the City herein contained and in the Official Statement and
the performance or satisfaction by the City at or prior to
such time of all agreements then to be performed and all
conditions then to be satisfied by the City;
(9) A counterpart of an executed and effective Bond
Insurance Policy of Municipal Bond Investors Assurance
Corporation ("MBIA") insuring timely payment of principal and
interest on the Series 1990 Bonds, such policy to be substan-
tially in the form attached to the Official Statement as
Appendix D; and
.
(10) A supplemental opinion of Bond Counsel to the effect
that (i) it is not necessary to register the Series 1990 Bonds
under the Securities Act of 1933, as amended, or to qualify
the Resolution under the Trust Indenture Act of 1939, as
amended, (ii) while they have not been retained to and are not
passing on or assuming any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Official statement, except as expressly provided in their
opinion, the statements contained in the Official Statement
under the headings "Security for the Series 1990 Bonds", "The
Series 1990 Bonds", and "Tax Exemption", insofar as they
constitute descriptions of the Series 1990 Bonds or the
Resolution, fairly represent the information purported to be
described therein and the information contained under the
heading "Tax Exemption" is correct and that the information
set forth in "Appendix A - The Resolution" is a true copy of
the Resolution. Except as expressly provided in this opinion
they have necessarily assumed the fairness, correctness and
completeness of the materials set forth in the Official
Statement (including, but not limited to financial or statis-
tical data relating to the County) and have not undertaken to
verify the accuracy or completeness of any of the statements
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or representations contained therein, and (iii) the pledge of
and lien on the Pledged Revenues in favor of the holders of
the Prior Bonds is no longer in effect.
.
(11) An executed counterpart of the financial guaranty
agreement relating to the surety bond in the special subac-
count of the Reserve Account (the "Financial Guaranty Agree-
ment") and an opinion of the City Attorney that such agreement
is the valid, legal and binding obligation of the City,
enforceable against the City in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization,
or similar laws affecting the enforcement of creditors right
generally.
(12) The opinion or report of Ernst & Young, independent
certified public accountants, or another nationally recognized
firm of accountants or consultants acceptable to the Under-
writer, verifying the accuracy of (A) the mathematical
computations of the adequacy of the maturing principal amounts
and interest of the Federal Securities and Cash in the Escrow
Account to pay, when due, the principal of and interest on the
Series 1990 Bonds and (B) the mathematical computations
supporting the conclusion that the Series 1990 Bonds are not
"arbitrage bonds" under section 148 of the Internal Revenue
Code of 1986, as amended, and the regulations prescribed or
proposed thereunder.
(13) An opinion of Counsel to the Escrow Agent in a form
acceptable to Bond Counsel and Counsel to the Underwriter.
.
(14) A certificate of an officer of MBIA or opinion of
Counsel to MBIA, dated the date of Closing, addressed to the
Underwriter, in form and substance satisfactory to the
Underwriter, to the effect that (A) MBIA is duly qualified to
do business in the State of Florida, (B) MBIA has full
corporate power and authority to execute and deliver the
insurance policy for the Series 1990 Bonds (the "Policy") and
the Financial Guaranty Agreement and the Policy and the
Financial Guaranty Agreement have been duly authorized,
executed and delivered by MBIA and constitute legal, valid and
binding obligations of MBIA enforceable in accordance with
their terms, (C) the statements contained in the Official
Statement under the headings "Municipal Bond Insurance", and
"Security for the Series 1990 Bonds - Debt Service Reserve
Fund Surety", insofar as such statements constitute summaries
of the matters referred to therein, accurately reflect and
fairly present the information purported to be shown and,
insofar as such statements purport to describe MBIA fairly and
accurately describe MBIA, and (D) MBIA has not been in default
after December 31, 1975, as to principal or interest with
respect to any obligations insured by MBIA.
9
.
(15) At the time of Closing, the Underwriter shall
receive such additional certificates and other evidence as the
Underwriter may deem necessary to evidence the truth and
accuracy as of the time of the Closing of the representations
and warranties of the city herein contained and the due
performance and satisfaction by the City at or prior to such
time of all agreements then to be performed and all conditions
then to be satisfied by them.
(c) Subsequent to the respective dates as of which
information is given in the Official Statement up to and including
the date hereof, there has not been and, as of the Closing, there
shall not have been, any material adverse change in the financial
position, results of operations or condition, financial or
otherwise, of the City and the Underwriter shall receive at Closing
a certificate of the Mayor and the City Manager of the City to that
effect.
All certif icates, instruments, opinions and documents referred
to above and any resolutions shall be in form and substance
satisfactory to both Bond Counsel and Counsel to the Underwriter.
If the City shall be unable to satisfy the conditions to the
obligations of the Underwriter contained in this Purchase Contract,
or if the obligations of the Underwriter shall be terminated for
any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and neither the Underwriter nor the City
shall have any further obligations hereunder, except as provided in
Section 10 hereof. However, the Underwriter may in its discretion
waive one or more of the conditions imposed by this Purchase
Contract for the protection of the Underwriter and proceed with the
Closing.
.
9. The Underwriter shall have the right to terminate this
Purchase Contract if between the date hereof and the Closing (i)
the House of Representatives or the Senate of the Congress of the
United States, or a committee of either, shall have pending before
it, or shall have passed or recommended favorably, legislation,
which legislation, if enacted in its form as introduced or as
amended, would have the purpose or effect of imposing federal
income taxation upon revenues or other income of the general
character of the Pledged Revenues or of causing interest on
obligations of the general character of the Series 1990 Bonds, or
the Series 1990 Bonds, to be includible in gross income for
purposes of federal income taxation, and such legislation, in the
Underwriter's opinion, materially adversely affects the market
price of the Series 1990 Bonds; (ii) a tentative decision with
respect to legislation shall be reached by a committee of the House
of Representatives or the Senate of the Congress of the United
States, or legislation shall be favorably reported or reported by
such a committee or be introduced, by amendment or otherwise, in or
be passed by the House of Representatives or the Senate, or
10
.
.
recommended to the Congress of the United states for passage by the
President of the united states, or be enacted or a decision by a
federal court of the United states or the united states Tax Court
shall have been rendered; or a ruling, release, order, regulation
or official statement by or on behalf of the United states Treasury
Department, the Internal Revenue Service or other governmental
agency shall have been made or proposed to be made having the
purpose or effect, or any other action or event shall have occurred
which has the purpose or effect, directly or indirectly, of
adversely affecting the federal income tax consequences of owning
the Series 1990 Bonds or of any of the transactions contemplated in
connection herewith, including causing interest on the Series 1990
Bonds to be included in gross income for purposes of federal income
taxation, or imposing federal income taxation upon revenues or
other income of the general character of the Pledged Revenues upon
interest received on obligations of the general character of the
Series 1990 Bonds, or the Series 1990 Bonds which, in the opinion
of the Underwriters, materially adversely affects the market price
of or market for the Series 1990 Bonds; or (iii) legislation shall
have been enacted, or actively considered for enactment with an
effective date prior to the Closing, or a decision by a court of
the United states shall have been rendered, the effect of which is
that the Series 1990 Bonds, including any underlying obligations,
or the Resolution, as the case may be, is not exempt from the
registration, qualification or other requirements of the Securities
Act of 1933, as amended and as then in effect, the Securities
Exchange Act 1934, as amended and as then in effect, or the Trust
Indenture Act of 1939, as amended and as then in effect; or (iv) a
stop order, ruling, regulation or official statement by the
Securities and Exchange Commission or any other governmental agency
having juriSdiction of the subject matter shall have been issued or
made or any other event occurs, the effect of which is that the
issuance, offering or sale of the Series 1990 Bonds, or the
execution and delivery of the Resolution as contemplated hereby or
by the Official Statement, is or would be in violation of any
provision of the federal securities laws, including the Securities
Act of 1933, as amended and as then in effect, the Securities
Exchange Act of 1934, as amended and as then in effect, or the
Trust Indenture Act of 1939, as amended and as then in effect; or
(v) any event shall have occurred or any information shall have
become known to the Underwriter which causes the Underwriter to
reasonably believe that the Official Statement as then amended or
supplemented includes an untrue statement of a material fact, or
omits to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading; or (vi) there shall have occurred any outbreak of
world war or any total national or international calamity or
crisis, including a total financial collapse, it being agreed by
the parties hereto that as of the date of the Purchase Contract no
such crisis exists, the effect of which on the financial markets of
the Unites States is such as, in the reasonable jUdgment of the
Underwriter, woul~substantiallv eliminate the market for or the
11
.
.
market price of the Series 1990 Bonds; or (vii) there shall be in
force a general suspension of trading on the New York Stock
Exchange, 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 or
the market price of the Series 1990 Bonds; or (viii) a general
banking moratorium shall have been declared by federal, New York or
State of Florida authorities; or (ix) any proceeding shall be
pending or threatened by the Securities and Exchange Commission
against the City or MBIA; or (x) additional material restrictions
not in force as of the date hereof shall have been imposed upon
trading in securities generally by any federal or state governmen-
tal authority or by any national securities exchange; or (xi) the
New York Stock Exchange or other national securities exchange, or
any federal or state governmental authority, shall impose, as to
the Series 1990 Bonds or obligations of the general character of
the Series 1990 Bonds, any material restrictions not now in force,
or increase materially those now in force, with respect to the
extension of credit by, or the charge to the net capital require-
ments of underwriters.
10. The Underwriter shall be under no obligation to pay, and
the City shall pay from the proceeds of the Series 1990 Bonds or
otherwise, certain expenses set forth in this section 10 which are
incident to the performance of the City's obligations hereunder,
including but not limited to: (i) all expenses in connection with
the printing of the Preliminary Official Statement, the Official
Statement, and any amendment or supplement thereto; (ii) all
expenses in connection with the printing, issuance and delivery of
the Series 1990 Bonds; (iii) the fees and disbursements of Bond
Counsel and the City Attorney and the City's financial advisor;
(iv) the fees and disbursements of the Paying Agent, the Registrar
and the Escrow Agent, including but not limited to, counsel fees,
and traveling and other expenses; (v) fees for the rating of the
Series 1990 Bonds; (vi) the cost of insurance for the Series 1990
Bonds; and (vii) all other expenses and costs of the City incident
to its respective obligations in connection with the authorization,
issuance, sale and distribution of the Series 1990 Bonds. The
Underwriter shall pay all expenses incurred by it in connection
with the public offering and distribution of the Series 1990 Bonds,
including the fees and disbursements of Counsel to the Underwriter.
11. Any notice or other communication to be given to the City
under this Purchase Contract may be given by delivering the same in
writing to the attention of: Ellis Shapiro, City of Ocoee, 150 Lake
Shore Drive, Ocoee, Florida, 32761. Any such notice or communica-
tion to be given to the Underwriter may be given by delivering the
same in writing to William R. Hough & Co., 100 Second Avenue,
South, suite 800, st. Petersburg, Florida 33701, Attention: Craig
Hunter.
12
12. This Purchase Contract shall be governed by the laws of
the state of Florida.
.
13. This Purchase Contract is made solely for the benefit of
the signatories hereto (including the successors or assigns of the
Underwriter) and no other person shall acquire or have any right
hereunder or by virtue hereof. The term II successor" shall not
include any owner of any Series 1990 Bonds merely by virtue of such
ownership. All representations, warranties and agreements in this
Purchase Contract shall remain operative and in full force and
effect, regardless of delivery of and payment for the Series 1990
Bonds.
14. This Purchase Contract shall become effective upon the
acceptance hereof by the City and approval as to form and legality
by the City Attorney of the City and shall be valid and enforceable
as of the time of such acceptance.
15. The Underwriter is delivering herewith a disclosure
statement as required by section 218.385 of Florida statutes and
attached hereto as Exhibit C.
16. The Underwriter is delivering herewith or has previously
delivered to the City a sworn statement under section 287.133(3) (a)
Florida statutes on public entity crimes.
Very truly yours,
WILLIAM R. HOUGH & CO.
By:
Title:I\Vice President
ACCEPTED:
CITY OF OCOEE
( SEAL)
By:
ATTEST:
Mayor or Vice Mayor
By:
City Clerk
FOR USE AND RELIANCE ONLY BY THE CITY
OF OCOEE, APPROVED AS TO FORM AND
LEGALITY, this __ day of 19
.
FOLEY & LARDNER, VAN DEN BERG,
GAY, BURKE, WILSON & ARKIN
By:
City Attorney
13
.
EXHIBIT "A"
CITY OF OCOEE, FLORIDA
TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS
SERIES 1990
$1.725.000 Serial Bonds
Maturity Principal Interest
( October 1) Amount Rate
1991 $105,000 6.00%
1992 120,000 6.15
1993 125,000 6.30
1994 135,000 6.40
1995 145,000 6.50
1996 155,000 6.60
1997 165,000 6.70
1998 175,000 6.80
1999 185,000 6.90
2000 200,000 7.00
2001 215,000 7.05
$1,015,000 7.30% Term Bonds due October 1,2005
$ 300,000 7.35% Serial Bonds due October 1, 2006
$1,450,000 7.50% Term Bonds due October 1, 2010
$2,510,000 7.50% Term Bonds due October 1, 2015
Price
Price
Price
Price
99.5%
99.75%
99.375%
99.0%
optional Redemption
The Series 1990 Bonds maturing on or prior to October 1, 1999,
are not redeemable prior to their stated date of maturity. The
Series 1990 Bonds, maturing on or after October 1, 2000, are
subject to redemption prior to their maturity, at the option of the
City in whole at any time, or in part on any interest payment date,
in such manner as shall be determined by the City and by lot within
a maturity if less than a full maturity, on and after October 1,
1999, from any legally available moneys, at a redemption price
(expressed as a percentage of the principal amount) as set forth in
the following table, plus accrued interest to the redemption date:
Period During Which Redeemed
Both Dates Inclusive
Redemption Price
.
October 1, 1999 through September 30, 2000
October 1, 2000 through September 30, 2001
October 1, 2001 and thereafter
102%
101%
100%
Mandatory sinking Fund Redemption
.
The Series 1990 Bond maturing on October 1, 2005 are subject
to mandatory sinking fund redemption prior to maturity in part by
lot on October 1, 2002 and on each October 1, thereafter, at a
redemption price equal to the principal amount thereof and accrued
interest thereon to the date fixed for redemption, without premium
from mandatory sinking fund payments through the operation of
Amortization Installments as follows:
Year
Principal
Amount
2002
2003
2004
2005*(final maturity)
$230,000
245,000
260,000
280,000
The Series 1990 Bonds maturing on October 1, 2010 are subject
to mandatory sinking fund redemption prior to maturity in part by
lot on October 1, 2007 and on each October 1 thereafter, at a
redemption price equal to the principal amount thereof and accrued
interest thereon to the date fixed for redemption, without premium,
from mandatory sinking fund payments through the operation of
Amortization Installments as follows:
Year
Principal
Amount
2007
2008
2009
2010*(final maturity)
$325,000
350,000
375,000
400,000
The Series 1990 Bonds maturing on October 1, 2015 are subject
to mandatory sinking fund redemption prior to maturity in part by
lot on October 1, 2011 and on each October 1 thereafter , at a
redemption price equal to the principal amount thereof and accrued
interest thereon to the date fixed for redemption, without premium,
from mandatory sinking fund payments through the operation of
Amortization Installments as follows:
Year
Principal
Amount
.
2011
2012
2013
2014
2015*(final maturity)
$435,000
465,000
500,000
535,000
575,000
EXHIBIT B
.
william R. Hough & Co.
100 Second Avenue South
suite 800
st. Petersburg, Florida 33701
Re: $7,000,000 City of Ocoee, Florida Transportation Refund-
ing and Improvement Revenue Bonds, Series 1990
Gentlemen:
At the time of Closing, the Underwriter shall receive the
opinion of Foley & Lardner, van den Berg, Gay, Burke, Wilson &
Arkin, City Attorney, dated the date of Closing, addressed to the
Underwriter in substantially the following form:
(a) The Resolution and the Ordinances have been duly adopted
by the City and the Purchase Contract has been duly authorized,
executed and delivered by the City, and the Resolution, the
Ordinances and the Purchase Contract, assuming due authorization,
execution and delivery of the Purchase Contract by the Underwriter,
constitute valid, legal and binding agreements of the City
enforceable in accordance with their terms.
(b) The City is a municipal corporation duly existing under
the Constitution and laws of the State and has good right and
lawful authority to issue the Series 1990 Bonds, to secure the
Series 1990 Bonds in the manner provided in the Resolution, and to
perform all of its obligations under the Resolution, the Ordinanc-
es, the Purchase Contract and the Official Statement.
(c) No consent, waiver or any other action by any person,
board or body, public or private, other than the approval of the
City which has been duly and validly obtained, is required as of
the date of the Closing for the City to issue the Bonds or adopt
the Resolution or enact the Ordinances, or to execute and deliver
the Purchase Contract or to perform its obligations under any of
the foregoing.
.
(d) To the best of their knowledge after due inquiry, the
adoption of the Resolution, the enactment of the Ordinances and the
execution and delivery of the Purchase Contract, and the Series
1990 Bonds and compliance with the provisions of each do not and
will not conflict with or constitute a breach of or default under
any applicable law or administrative regulation of the State of
Florida or any applicable judgment or decree or any trust agree-
ment, loan agreement, bond, note, resolution, ordinance, agreement
or other instrument to which the City is a party or is otherwise
subject.
.
(e) Except as otherwise disclosed in the Official statement,
to the best of their knowledge after due inquiry, there is no
litigation or proceeding, pending or threatened, challenging the
creation, organization or existence of the City, or the validity of
the Series 1990 Bonds or the Purchase Contract, seeking to restrain
or enjoin any of the transactions referred to therein or contem-
plated thereby, or which, in any manner, questions the right of the
City to issue the Series 1990 Bonds or to use the Pledged Revenues
for repayment of the Series 1990 Bonds.
(f) While they have not verified and are not passing upon,
and do not assume any responsibility for, the accuracy, complete-
ness or fairness of the statements contained in the Official
Statement, they have participated in the preparation of the
Official statement and have had general discussions with represen-
tatives of the City with respect to the matters set forth therein.
In the course of such activities, no facts came to their attention
that would lead them to believe that the Official Statement (apart
from the information contained in the appendices, the financial,
engineering, statistical data or projections included in the
Official Statement, and except for the matters set forth therein
under the captions "Municipal Bond Insurance", "The Refunding
Program", "Bond Service Requirements", "Ratings", "Verification of
Arithmetical and Mathematical Computations", "Tax Exemption" and
the subheading "Debt Service Reserve Fund Surety Bond" under the
heading "Security For the Series 1990 Bonds", as to all of which
they were not called upon to and did not express any opinion), as
of the date of the Official Statement, or as of the date of Closing
contains 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 made, not
misleading.
(g) The Official Statement has been duly authorized, executed
and delivered by the City, and the City has consented to the use
thereof by the Underwriter.
(h) The City is lawfully empowered to pledge and grant a lien
on the Pledged Revenues for the payment of the principal of,
redemption premium, if any, and interest on the Series 1990 Bonds.
.
(i) The Series 1990 Bonds have been duly authorized, executed
and delivered by the City and assuming due authentication of the
Series 1990 Bonds by the Registrar, constitute valid and legally
binding limited obligations of the city.
No opinion need be expressed with respect to the exclusion
from gross income for federal income tax purposes of interest on
the Series 1990 Bonds, or as to compliance with "blue sky" or
B-2
.
.
I
L
securities laws of any state of the united states, or with the
registration requirements of the Securities Act of 1933, as
amended, or compliance with the Trust Indenture Act of 1939, as
amended. In addition, the opinions that are- expressed may be
limited to the laws of the state of Florida and of the United
states of America, and may be subject to and limited by bankruptcy,
reorganization, insolvency or other similar laws relating to or
affecting the enforcement of creditors' rights generally, to
moratorium, fraudulent conveyance and other similar laws from time
to time in effect, by applicable law or equitable principles that
may affect remedies or the availability of injunctive or equitable
relief, and limitations based on statutes or on public policy
limiting a public entity's right to waive the benefits of constitu-
tional rights, statutory provisions or common law rights. In
addition, the opinion may state that it shall not be deemed or
treated as an offering circular, prospectus, official statement or
other disclosure statement to be used in connection with the sale
or delivery of the Series 1990 Bonds.
B-3
EXHIBIT C
.
August 30, 1990
City commission
City of Ocoee
150 Lake Shore
Ocoee, Florida
Drive
32761
Re: City of Ocoee, Florida Transportation Refunding and
Improvement Revenue Bonds, Series 1990
" Gentlemen:
In connection with the proposed issuance by City of Ocoee,
Florida (the "City") of $7,000,000 City of Ocoee, Florida Transpor-
tation Refunding and Revenue Bonds, Series 1990 referred to above
(the "Bonds"), William R. Hough & Co., (the "Underwriter") has
agreed to underwrite a public offering of the Bonds. Arrangements
for underwriting the Bonds include a Purchase Contract between the
City and the Underwriter which will embody the negotiations in
respect thereof.
The purpose of this letter is to furnish, pursuant to the
provisions of Section 218.385(4), Florida Statutes, certain
information in respect of the arrangements contemplated for the
underwriting of the Bonds as follows:
(a) The nature and estimated amounts of expenses to be
incurred by the Underwriter, in connection with the
issuance of the Bonds, are set forth in Schedule I
attached hereto.
.
(b) No person has entered into an understanding with the
Underwriter, or to the knowledge of the Underwriter, with
the City for any paid or promised compensation or
valuable consideration, directly or indirectly, expressly
or implied, to act solely as an intermediary between the
City and the Underwriter or to exercise or attempt to
exercise any influence to effect any transaction in the
purchase of the Bonds.
(c) The amount of underwriting spread expected to be realized
is $20.79 per $1,000 of Bonds issued as follows and
includes a management fee of $3.50 per $1,000 of Bonds
issued.
.
.
(d) No other fee, bonus or other compensation is estimated to
be paid by the Underwriter in connection with the issue
of the Bonds, to any person not regularly employed or
retained by the Underwriter, (including any, "finder" as
defined in section 218.386(1) (a), Florida Statutes, as
amended), except as specifically enumerated as expenses
to be incurred and paid by the Underwriter, as set forth
in Schedule I attached hereto.
We understand that you do not require any further disclosure
from the Underwriter, pursuant to section 218.385(4), Florida
Statutes, as amended.
WILLIAM R. HOUGH & CO.
100 Second Avenue South, Suite 800
st. Petersburg, Florida 33701
By:
I1Vice President
SCHEDULE I
.
CITY OF OCOEE, FLORIDA
TRANSPORTATION REFUNDING AND IMPROVEMENT REVENUE BONDS
SERIES 1990
Underwriter's Expenses
Total
Underwriters Counsel Fee and Expenses
Clearance
CUSIP, MSRB and PSA Assessments
Day Loan/Fed Funds, Good Faith Interest
Munifacts, Communications,
Computer Printing, Reproduction,
Postage Supplies and Courier
Miscellaneous Expenses and Closing Costs
$15,000
3,500
700
2,450
8,400
21. 000
TOTAL:
$51.050
.
.
EXHIBIT "B"
SOURCES AND USES OF FUNDS
1990 Bond Non-Bond
Proceeds Proceeds Total
Sources:
Par Amount of Bonds 7,000,000.00 7,000,000.00
Original Issue Discount ( 39,987.50) ( 39,987.50)
Accrued Interest 36,679.68 36,679.68
Existing Reserve Account Moneys 214,500.00 214,500.00
Existing Sinking Fund Moneys 19,635.00 19,635.00
1987 Bonds Construction Fund 229.142.26 229.142.26
Total Sources: 6.996.692.18 463.277.26 7.459.969.44
Uses:
Project 4,889,467.18 229,142.26 5,118,609.44
Cost of Escrow 1,726,570.00 234,135.00 1,960,705.00
Estimated Costs of Issuance 140,125.00 140,125.00
Underwriter's Discount 145,530.00 145,530.00
Debt Service Insurance 70,000.00 70,000.00
Reserve Account Surety (4% of Requirement) 25,000.00 25,000.00
Contingency
Total Uses: 6.996.692.18 463.277 .26 7.459.969.44
~3 YRELllVl1NAttI OFFICIAL 8'fA'f(fENT DATEu AU\.jU5T 22, 199tt
In the opinion of Bond Counsel, aSSUming~tr,j;!LJi!J Jo~pliance by the City with various cavenants in the Resolution,
under existing laws and regulations, the interest o,!,- the Series 1990 Bonds wil~ rL?t be included in gr?ss income for Federal
income tax purposes of the holders thereof. The Senes 1990 Bonds are, under extstmg laws and requlatwns, also exemptfrom
intangible taxes imposed pursuant to Chapter 199, Florida Statutes. See "TAX EXEMPTIO~' herein for a description of
alternative minimum tax treatment and certain other tax consequences to holders of the Senes 1990 Bonds.
NEW ISSUE
Ratings: Moody's: Aaa
Standard & Poor's: AAA
(MBIA Insured)
(See "RATINGS" herein)
$7,000,000
CITY OF OCOEE, FLORIDA
Transportation Refunding and Improvement Revenue Bonds
lilt/.... Series 1990
Dated: Sept mber 1, 1990 Due: October 1 as sho below
The C' y of Ocoee, Florida Transportation Refunding and Improvement Revenue Bonds, Series 1990 (the "Se 'es 1990
Bonds") e issuable only in the form of fully registered bonds in denominations of $5,000 principal amount or an integral ~
multipl thereof. Interest on the Series 1990 Bonds is payable semi-annually, commencing April 1, 1991 and on each '11 ~
and r 1 thereafter by check or draft mailed to the registered owner thereof at the address shown on the registration ooks
kept by Citizens and Southern Trust Company (Florida), National Association, Fort Lauderdale, Florida, or any successor
(the "Registrar and Paying Agent") on the 15th day of the month next preceding each interest payment date. Principal of the
Series 1990 Bonds and redemption premium, if any, will be payable upon presentation and surrender of the Series 1990 Bonds
at the principal corporate trust office of the Registrar.
The Series 1990 Bonds are subject to optional and mandatory redemption by the City of Ocoee, Florida (the "City"), prior
to maturity as set forth herein.
The Series 1990 Bonds are being issued to provide funds, along with other legally available funds, to defease the City's
Public Improvement Revenue Bonds, Series 1987 currently outstanding in the aggregate principal amount of $1,895,000; to
finance the Project, consisting of the acquisition of rights-of-way and the design, construction, paving, and improvement of
a paved road or roads and related drainage improvements within the City and outside the City but within Orange County,
Florida; to purchase for crediting ~o the special subaccount in the Reserve Account in the Debt Service Fund established for
the benefit of the Series 1990 Bonds a surety bond in an amount equal to the Reserve Requirement on the Series 1990 Bonds;
and to finance certain costs of issuance of the Series 1990 Bonds, including the municipal bond insurance premium.
The payment of principal of and interest on the Series 1990 Bonds will be insured by a municipal bond insurance policy to
be issued simultaneously with the delivery of the Series 1990 Bonds by Municipal Bond Investors Assurance Corporation
("MBIA"), as described herein. For a discussion of the terms and provisions of such policy, including the limitations thereof,
see "MUNICIPAL BOND INSURANCE" herein.
MBIA
ries 1990 Bonds and interest thereon are payable solely from and shall be secured by a pledge of and lien upon
moneys eived by the City from the Local Option Gas Tax, the Public Service Taxes until released as more fully set forth
herei; d in the Resolution (as herein defined) and amounts on deposit in the Debt Service Fund and the Construction
Fund and interest earned on such deposits, all of'which are more fully described herein (the "Pledged Revenues"): Neither
the Series 1990 Bonds nor the interest thereon constitute a general indebtedness or general obligation of the City within
the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed by the Holder
of the Series 1990 Bonds that such Bondholder shall never have the right to require or compel the exercise of the ad.
valorem taxing power of the City or taxation of any real or personal property therein for the payment of the principal
of, redemption premium, if any, and interest on the Series 1990 Bonds or the making of any reserve or other payments
provided for in the Resolution.
MATURITIES, AMOUNTS, INTEREST RATES AND PRIeRS
$1.725.~0 serial Bonds
Year
Amo
Price
Maturity
( October 1)
Principal
Amount
Interest
Rate
The Bonds are offerea
Miller and Olive, P:A.,
its counsel, Foley & Lar
passed onfor the Unden
are expected to be de livE
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
$105,000
120,000
125,000
135,000
145,000
155,000
165,000
175,000
185,000
200,000
215,000
6.00%
6.15
6.30
6.40
6.50
6.60
6.70
6.80
6.90
7.00
7.05
.legality by Bryant,
pon for the City by
her matters will be
! Series 1990 Bonds
I.
$1,015,000 7.30%
$ 300,000 7.35%
$1,450,000 7.50%
~?510.000 7,50%
Term Bonds due October 1,2005
Serial Bonds due October 1, 2006
Term Bonds due October 1, 2010
Term Bonds due October 1, 2015
It' ~
Price
Price
Price
Price
99.5%
99.75%
99.375%
99.0%
Dated: f) t/ i i/ ~ T 3 0 , 1990
..;-~ .:C "30 l2:27 '^EIH DAC :![PT
EX3HBIT D
COMMITMENT TO ISSUE A
FINANCI~L GUARANTY INSURANCE POLICY
.
Application No.: 90-07-5314
Sale Date: August, 1990
Program Type: Negotiated DP
RE:
$7,000,000 (Est.) City of Ocoee, florida, Tran5po~tation Refunding and
Improvement Revenue Bonds, Series 1990 (the "O:bHgations")
This commitment to issue a financial guaranty insurance policy (the
"Commitment") dated August 10, 1990, constitutes an aqreement between the CITY
OF OeOEE, FLORIDA (the "Applicant"), and MUNICIPJ.L BOND INVESTORS ASSURANCE
CORPORATION (the "Insure~"), a stock insurance company incorporat.@d under the
laws of the State of New York.
Based on an approved application dated AU9ust 9, 1990, the Insurer agrees,
upon satisfaction of the conditions herein, to issue on the earlier of (1) 120
days of said approval date or (ii) on the date of delivery of and payment for
the Obligations, a financial guaranty insurance policy (the "Bond Insurance
Policy"), for the Obligations, insuring the payment of principal of and
interest on the Obligations when due. The issuance of the Bond Insurance
POlicy shall :be subject to the following terms and conditions:
1. Payment by the Applicant, or by the Trustee on behalf of the
Applicant, on the date of delivery of and payment for the Obligations, the
tollowing payments~
a. a nonrefundable premium in the amount of .50% times 76~ of total
debt se~vioe plus .30' times 24\ of total debt service, premium
rounded to the near.st thousand. The premium set out in this
paragraph shall be the total premium required to :be paid on the
Bond Insurance POlicy issued pursuant to this Commitment; and;
b. StanQard & Poor's Corporation rating agency fees in an amount to
:be billed directly by Standard & Poor's Corporation, based on
the tinal par and other factors as c;1etermined by Standard &
Poor's Corporation; and
c. Moody's Investors Service rating agency fees in an amount to be
billed directly by Moody's Investors Service, based on the final
par and other factors as dete~mined by Moody's Investors Service.
2. The Obligations shall have received the unqualified opinion of bond
counsel with respect to the tax-exempt status of interest on the Obligations.
.
3. There Shall have been no material adverse change in the Obli9ations
or the Resolution, Bond Ordinance, Trust Indenture or other official document
authorizing the issuance of the Obli9ations or in the final official statement
or other similar document, including the financial statements included therein.
4. There shall have been no material adverse change in any information
submitted to the Insurer as a part of the application or subsequently
submitted to be a part of the applicoeion to the Insurer.
RUG 30 '90 12:27 MBIA DRe DEFT
F'. C,
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5. No event shall have occurreo which would allow any underwriter or any
other purchaser of the Obligations not to be required to purchese the
Obligations at closing.
.
6. All documents executed in connection with the issuance of the
Obligations shall contain a provision which requires copies of any amendments
to such documents consented to by the Insurer to be sent to Standard & Poor's.
7. A Statement of Insu~ance satisfactory to the Insurer shall be printed
on the obligations.
B. Prior to the oelivery of and payment for the Obli9aeions, noae of the
information or documents submitted as a part of the application to the Insurer
shall be determined to contain any untrue or misleading statement of a
material fact or fail to state a material fact required to be stated therein
or necessary in order to make the statements contained therein not rnisleadin9.
9. NO material adverse change affecting any security for the Obl~gations
shall have occurred prior to the delivery of and payment for the Obligations.
10. This Commitment may be signed in counte~part by the parties hereto.
11. Receipt by the Insurer of the final debt service sChedule on the
issue within three business days from the sale date.
12. Receipt, satisfactory review and subsequent oral approval by the
Insurer of draft copies of the CPA's verification, escrow securities purchase
contracts or SLG subscription torms and escrow agreement at least ten business
days prior to closing. Final and signed copies of all the above dOCl~ents to
be sent via overni9ht mail trom closing.
13. Receipt by the Insurer at least five budness days prior to closing
of a draft opinion from Bond Counsel (or Special Tax Counsel) to the effect
that the refunding Obligations are being issued in compliance with state law
and that the interest on the refunding Obligations is tax-exempt.
14. Receipt by the Insurer at least five business <lays prior to closing
of a draft opinion from Bond Counsel stating that the refunded obligations
have been le9a11y defeased. (This condition is only appHca1;lle in those
situations where the refundin9 issue is le9ally defeasing the refunded
issue.) Final executed copies of *13 and *14 to be sent via overni9ht mail.
.
15. If the escrow agreement allows for the substitution of securities in
the escrow account, then it should be provided in the escrow agreement that no
such substitution may occur unless there has first been delivered to t.he
escrow agent/trustee, (1) a CPA verification that the esc~ow investments, 8S
substituted, are sufficient to pay debt service, as it becomes due, on the
refunded obli9ations and (2) an opinion of nationally recognized bond counsel
to the effect that the Substitution is permitted under the documents and the
substitution has no adverse effect on the tax-exempt n~ture of the refunding
obligations.
.
.
ALG 30 '90 12:28 MBIH D~C DEer
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16. Escrow investments must be limited to U.S. Treasury Certificate$,
Notes and Bonds (includin9 State and Local Government Ser ie6 "SLGS"),
direct obli9ations of the Treasury which have been stripped by the Treasury
itself, "CATS" and "'IIGRS" and obligations issued by the following agencies
which are backed by the full faith and cr~dit of the U.S.:
1. U.S. Export-Import Bank: Direct obligations or fully guaranteed
certificates of beneficial ownership
2. Farmers Hom~ Administration: Certificates of beneficial ownership
3. Federal Financing Bank
4. Federal HouGing Administration Dehentures
5. ~eneral Servicep Administratio~: Participation certificates
6. U.S. Maritime Administration: Guaranteed Title XI financing
7. ~w Communities Debentures; U.S. government guaranteed debentures
8. U.S. Public Housing Note~ and ~onds: U.S. 90vernrnent guaranteed
public housin9 notes and bonds
9. U.S. Department of Housing and Urban Development: Project Notes;
Local Authority Bonds
10. prerefunded municipal bonds must be rated "Aaa" by Moody's or "AAA"
by S&P. If the issue is only rated by S&P (i.e., there is no Moody's
rating), then the prerefunded bonds must have been prerefunded wi th
cash, direct U.S. or U.S. guaranteed obligations, or AAA-rated
prerefunded municipals that satisfy this condition.
17. Surety provider must be approved by MBlA.
provider - standard surety provisions (See Attached).
If MBIA is the surety
18. Pledged revenues must be 1.35x MADS (excluding investment earnin9s),
before the City can issue additional bonds or release the lien on the Public
Service Tax.
19. Standard permitted investments and variable rate conditions (See
Attached) .
20. Receipt, review and approval le9a1 ducument by MBlA.
21. Verification that the pledged security does not expire prior to the
Bonds being retired.
22. Any draws on the deDt service reserve fund (or Surety) to be made up
from first available revenues.
Dated this 10th day ot August, 1990.
MUNICIPAL, ~OND ~pVESTORS ASSURANCE CORPORATION
.' / J /,)
;:",'.'i~/ /'
By / i/~'-r;1 )
Assistant Secretary
;
C11"1 OF' OCOEE, FLORIDA
8y_ u
Title:
QUG 38 '90 12:31 MBI~ DqC DEoT
p, =:
~ST OF PERMISSIB~~ INVESTMENTS
FOR ~NDENTURED FUNDS
.
A. Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the
Treasury) or obligations the principal of and interest on which are
unconditionally 9uaranteed by the United States of America.
B. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the followinq federal agencies and provided such
obligations are backed by the full faith and credit of the Uni ted States
of America:
1. U.S. Expprt-rmp~rt Bank
Direct obligations or fully guaranteed certificates of beneficial
ownership
2. Farmers Home ~dmini5tration
Certificates of beneficial ownership
3. federal F~nancin9 Bank
4. Federal Housinq Admini~tration Debentures
5. G~neral Services Administrati9n
Participation certificates
6. ~overnmeDt Nation"l Morts~Qe Association ("GNMA")
GNMA - guaranteed mortgage-backed bonds
GNMA - 9ua~anteed pass-through obligations
(nDt accept~hle fo~ certain cash-flow sensitive issues.)
7. V~S. Maritime Administration
Guaranteed Title XI financin9
8. N~w Communi ties Deb~Jl.t\lres
U.S. government 9ua~anteed debentures
9. U.S. Public Hous~nq Notes and Bopds
U.S. government guaranteed public housing notes and bonds
10. Ut~. Department of Housioq and Urban Development
Project Notes
Local Authority Bonds
c.
Bonds, debentures, notes
guaranteed by any ot the
taith and credit agencies):
or other evidence of indebtedness
rollowing' TJ. S. government agencies
issued or
( lIOn-full
.
1. ~eral aome Loan Bank Systp.m
Senior aebt obligations
2. f.ed..~al-Home Loan Mort9~9Q Corporation
Participation Certificates
Senior debt obligations
R~G 30 '90 12:32 MBIR D~C JE~T
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3. Federal National Mortgage Associ~~ion
Mortgage-backed securities and senior debt obligations
4. Student Loan Marketin9 Association
Senior debt obligation$
.
D. Money market funds regi$tered under the Federal Investment Company Act of
1940, wh.ose shares are registered under the Federal Securities Act of
1933, and having a rating by S&P of AAAm-G; AAAm; or AAm.
E.
Certificates Of
(A) and/or (B)
banks, savings
collateral must
perfected first
deposit secured at all times :by collateral described in
above. Such certificates must be issued by commercial
and loan associations or mutual savings banks. The
be held by a third party and the bondholders must have a
security interest in the collateral.
F. Certificates of depolldt, savings accounts, deposit accounts or money
market deposits which are fully insured by FDIC or FSLIC.
G. Investment Agreements, including Gle's, acceptable to MBIA.
H. Commercial paper rated, at the time of purchase, "Prime - 1" by MOOdy's or
"A-1" or better by S&P.
I. Bonds or notes issued by any state or municipality which are rated by
Moody's or S&P in one of the two highest rating categories assigned by
such agencies.
J. Federal funds or bankers acceptances with a maximwn term of one year of
any bank which has an unsecured, uninsured and un9uaranteed o:bligati.on
rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or
better by S&P.
K. Repurchase a9reements provide for the transfer of securities from a dealer
bank or securities firm (seller/borrower) to a municipal entity
(huyerllender), and the trans!er of cash from a municipal entity to the
dealer bank or securities firm with. an a9reement that the dea.ler bank or
securities firm will repay the cash plus a yield to the municipal entity
in exchange for the securities at a specified date.
Repurchase Agreements must lilatisfy the following criteria or bQ approved
by MalA.
1. &lpos must be bet'W~l.m the municipa~ entity and a dea.ler bank or
secur,j t.ies firm
a. Primary qea.lers on the Federal Reserve reporein9 dealer list, or
.
b. ~ rated "A" or above by Standard & Poor's Corporation and
Moody's Investor Services.
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.
.
AUG 30 '90 12:32 MEIR DRe JEpT
2. The wr~~~en repo contract mus~ include the following:
a. Securit~s which are acceptabl~ for transter are:
(1) Direct U.s. governments, or
(2) Federal age%J.cies backed by the full faith and credit of the
U.S. government
b.
The term of t~e repo ~8Y be ~p to 30 d~ys
c.
The collateral must be delivered to the municipal entity, trustee
(if trustee is Dot supplying the collateral) or third party acting
as agent for the trustee (if the trustee is supplying the
collateral) before/simultaneous with payment (perfection by
possession of certificated securities).
d.
Valuation of CO~fatera1
(1) Ihe securities mu~t be valued weekly, marked-to-market at
current market price ~ accrued interest
(a) The value of collateral must be equal to 103'\ of the
amount of cash transferred by the municipal entity to the
dealer bank or security firm under the repo plus accrued
interest. If the value of securities held as collateral
slips below 103\ ot the value of the cash transferred by
municipality, then additional cash and/or acceptable
securities must be transferred. If, however, the
securities used as collateral are tNMA or FMAC, then the
value of collateral must equal 105'.
3. Leqal opinion whlCP must h~ d8livere4 to the municipal entity:
a. Repo meets guia.elines under state law for legal investment of
pu.blic funds.
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P~G 30 '90 12:23 MBIP DAC JEPT
f= . 1':)
~NERAL DOCUME~ PROVISIONS FOR VABt~BLE RATE DEBT
TO BE ISSVED ON A PARITY W~TH MBlA-INSURED BONDS
A. Debt Service Reserve Fund sno\.lld be funded to maximum permitted omount
with interest caloulated at the lesser of the 3D-year Revenue Bond Index
(published by The Bond B\.lyer no more than two weeks prior to date of sale)
or the maximum allowable.
B. Rate Covenant for Rate Settin~ Purposes: interest should be calculated at
the lesser of the maximum short-term rate prevailing in the preceding- 12
months or the cap rate.
C. Additional Bonds 'test: interest should be the calculated at the 30-year
Revenue Bond Index (p\.lblished by The Bond Buyer nO more than two weeks
prior to date ot sale).
D. A cap on the bond rate and the bank rate (liq\.lidity provider) ffi\.lSt be
specified at the time of issuance of variable rate debt.
E. Any accelerated principal payments due to the bank or any interest due in
excess of the bond interest rate to the bank must be subordinate to the
payment of debt service on all parity bonas. (See G. below)
F. The liquidity provider must be rated in the hiqhest short ter:m rating
cateqory assiqned by Standard & Poor's or Moody's.
G. If the Additional Bonds Test is calculated assuming interest at the cap
bank rate and assuminq tne accelerated principal repayment schedule due to
the bank, then the acceleration of principal payments and excess interest
due to the bank referred to in paragraph E above may be on a parity with
the payment of debt service on all parity bonds.
AUG 30 '90 12:36 MBIA DAC DEPT
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STll.TEMENT OF INSURANCE
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'the Huni<:!ea1 Bond Investors Afi$UrenCe Corporation (the "lD-surer") has
lssue4 e. policy COJltainlDg the tol1owi~9' provisiou,. such policy being ou tile
at
INSERt PAYING AGENT BANK. CITY. STATE
The Insurer f i.n consideration of the. pa~nt of the premi=u4
cubject to the tet'ms of this policr, hereby ancoAdit.iol1Ul:r aAd ,il'.t'ft'ooabl,y
gt;r.aratMc to 8:Itt' oWer,. as herelUafteJ:' 4efined.,. of tbe f'oUowiDg 4escr1bed
obllge.t.1oU~ t:IMt. ~u11 aDd .c:caplet:e P8..!MAt ~ to he ae4e ....,. o&' OIl '""If
. of t:be z.~uer to "
...: .." .. ~ ."'... .' -.. .... '.
'1' DsD.'1" PAYING AGENT BANK..:.CI:rY" STATE' .
- 9' . ".. .. ... .. ..
. .. .. ... .... ~ . .. .. . .. ..." .,.' -I' . ." "'... <ill '""'.. ...... ......- .. .: " ~. . ~... :.... ~... ~
..r .f.tc CClcCesiot' (t:he:~ ~tt-) 'or ... _,tiat..~. to'" (1) .~ pd.licl.pLl ~'.. ~~ :
of (either at the .ct:ated '...tufty 'or':bJ' -.r. e4vueM.at of aa1:U1q- pUnaut .
. to a ~torJ' s.9l\'bg fUZI4 P<<:r-at). ua' mtUeGt..... ~ ObUpUou (..that
"-mi. 4efhLe4 below) u sach pa]we>>.ts sba11 hec::oM:4ue but'~l~ ,-DOt be. co
~4( ftOept t.1Iat h. ~ 'eft11t ,of' ar e.ccelen.tJ.qa :of 1:be 40.~ 4ate of &11Ch
'l'r.lAcl~,:b,y ,nUn of, ~toqor, opt1oae1 ~~oZ' ~l.r..t$.on
renttbg f~ ".f'aU1t: or otbel'ldn, ~t' ~ .... ~....t.. o~ 1I&btI:ity
~ bl . lI82l4aur;y .f~~I"9' fUza4 .....t, ~ pe.:peSlts gara:4tlee4 .1aeRby ~
. ~ lie a&4e J.a ndl.eawnmt.s **' .~ neb. u.e. .. ~ p4lJMDtc of'. pl:1Ac1pel
~4 haVe beG 4u.e hac1 there SI.O~. bee. air nda eooe1eratloa);, . u4 (11)' ~
rehWu....t of eq' IiUCb P6~ Wich'is nb~t1z reoov:ere4 ~ en,y
OWMr. purSuat to . ~ha1 1\I4gIIeAt br a' eoart of ~tea~ 'u1841etlOD t::ttat
. tnlCh paJ1"nt ,COIlSt.itut~s, en .avol48ble preference to 8UGh' oWIiel' within 'the
aeaulDg-<rf en1' appl1c::Qle buknqttc,y law. 1:be.-owlta reterre4 to 1u c1ause6
(1) e.a4 (11)" of the' preoe4iaq sentence ,:sball be ~.f.rrea to hereu
collectivel]" as the '''Iuured. ..Amo~ts... ....Obligati.~D$.. sh8U. Jean:
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$PAR
CITY AND STATE
TYPE OF BONDS
SERIES
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~UG 30 '90 12:37 MEIA DAC DEPT
F!,2'.3
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by re9isterec or certifiec mail, or upon receipt of writ~en
notice by re9istered or certified mail, by the Insurer from the Paying Agent or
any owner of an Obligation the payment of an Ins1,l.red Am01,l.nt tor which is then
due, that such required payment has not been made, the InSurer on the due date
. such payme~t or w~thin one ~usiness day af~~r receipt ~f Dotice of $~Ch
~onpayment, wh1chever 1S 1ater~ v111 mate a depos~t ot funds, 1n an account w~th
Citibant, N.1\., 1n New York, Rev 'York, or its successor. sutfieient for the
payment of any sueh Insured Amounts which are then due. Upon presentment and
surrender of such Obligations or presentment of such other proof of ownership of
the Obliqations, together with any appropriate instrW1lents of assi9~ent to
evidence the assigsweut of' the I.J18\lred Amounts due on the, ObligatioDs as are
paid by the Im:urer. and appropriate iustruments to effect the appoinbnent of
the Insurer 8S agent for sueh owners of the Obligations in.any leqal proceedin9
related to payment of Insured AmOUAts on the ODligatioJ1&, sueb inutruments being
in 8. form satisfactory to CitibaDk, N.A., Citibank, B.A. shall 4isburse to such
ovner~ or the Payilll9 Ageat . po.peJlt of the Insl,lre4 MOunts -" due on such
Ob1.~9atioZ1&, less, 8I1Y eaouat held :by the pa:r111l9' .Agent for the pa)'1lent of. &v.ch
'IJli;ur-~d' AmuUD.ts ep~ l~allJ' ....ileh1.. theretor..'. '7hi.. po.1~cy,: 4~G net .illlsure" .~, .
. ago.1DSt, 10'5. of ~Y prepe.".eDt prena.1un, ~h1ch .a.:r at 8117, tiaae ,be ~o.Y8ble with.
'.re'specf~ 'to ahy"Ohl:J.gat.iOA". ;:. ,'. .. '.' .::......-.,:. .,.. -, '.. ~- ,," ": - '.:: .. ...
,As used. herein. the te~ "'owu.er". shall .ec ,the regi8ter.d OW#er of, eny
. Obligatiou as ill.cUcated' i. 'the boo~s, .UAta1a.ed by the payiJlC1 .Ageut, the Issuer.
or any de8ignee of the Issuer for, su.ch purpo~e. 1:he tel1l1 "owner shall .J1ot
lucla4e the' Issuer or aD}" party 'Whose ag:r.-ent with the Issuer c,onstlt\ltes the,
. ,
Qaderlyjllg security for, the Obllpt101l6.i .'
Any service of process OD the laver ..8.;r :be ma4e to the Illsurer at its
offices" located at 113 KiDg Str..t, Armonk, New York 10504.
7his policy is lIIolll-cancellable for any ~eaSOA. 7he premi~ on this poliey
is not refundable for any reason including the payment prior to maturity of the
Obli9ations.
The insurance provided by this Policy is :not <:lovered by the Floria& Insurence
Guarant~ Assoeiation created"uuder chapter 631. Florida Statutes.
MUNICIPAL BOND INVES"l'ORS ASSURANCE CORPORATlOO
STD- ~CS-n-l,
-'... ,
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*InseI"t Name of Trl,l.stee or Paying Agent.
HUG 30 '90 12:37 MBIA DAC DEPT
P,c.4
e~yments ~nder ~he po}icy
.
A. In the event that. on the second Business Day, and again on the
Business Day, prior tQ the payment date on the Obligations, the Paying Agent
ha$ not received sufficient moneys to pay all principal of and interest on the
Obligations dl.te on the second fOllowing or following, as the case may be,
Business Day, the Paying Agent shall immediately notify the Illsurer or its
designee on the same Business Day by telephone of telegraph, confirmed in
writing by registered or certified mail, of the amoullt of the deficiency.
S. If the deficiency is made up in whole or in part prior to or on
the Interest Payment Date, the Paying Agent shall so notify the Illsurer or its
desiqnee.
C. In addition, if the Paying Agent has notice that any Bondholder
has been required to disgorge payments Of principal or interest on the
Obligo,tion to an Issuer or its Payin9 Agent in Bankruptcy or creditors or
others pursuant to a final judgment by 0 court of competent jurisdiction that
such payment constitutes a voidable pret'eretlce to such Bondholder within the
meanin9 of any applicable bankruptcy laws, then the Paying Aqent shall notify
the Insurer or its designee of such fact by telephone or telegraphic notice,
confirmed in writing by registered or certified mail.
D. The Paying Agent is hereby irrevocably designated, appointed,
directed and authorized to act as attorney-in-tact for Holders of the
Obligations as follows:
1. If and to the extent there is a deficiency in amol.tnts
required to PilY interest on the OoUqations. the Paying Agent shall
(a) execute an~ deliver to Citibank, N.A., or its successors under the
Policy (the "Insurance Paying Agent"), in form satisfactory to the
Insurance Paying Agent, an instrument appointing the Insurer as agent
for such Holders in any legal proceeding related to the payment of
such interest and an assiqllment to the InSl.trer of the claims for
interest to which such aeficieney relates and which are paid by the
!nsurer, (b) rec~ive as designee of the respective Holders (and not as
~ayin9 Agent) in accordance with the tenor of the Policy payment from
the Insurance Paying Agent with respect to the claims for interest so
assigned and (c) ai5burse the same to such respective Holders: and
.
2. if and to the extent of a deficiency in amounts required to pay
principal of the Obligations, the Paying Aqent shall (a) e~ecute and
deliver to the Insurance Paying Agent in form satisfactory to the
Insurance Paying Agent an instrument appointing the Insurer as agent
for such Holder in any legal proceeding relatin9 to the payment of
such principal and an assignment to the Insurer of any of the
Obligation surrendered to the Insurance Paying agent of so much of the
principal amount thereof as has not previously been paid or for which
moneys are not held by the paying Agent ano available for such payment
(but such assignment shall b~ delivered only if payment from the
Insurance Paying' Agent is received). (b) receive as desig'nee of the
respective Holl;lers (ana not as Paying A.gent) in accordance with the
tenor of the Policy payment therefor from the Insurance pa.ying Agent.
ana (c) disburse the same to such Holders.
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;;'~I l';:;;.=c r~3IA DAC3t~T-
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E. Payments with respect to claims for interest on and principal of
Obligations disb1,1ued by t.he Paying Agent from proceeds of the Policy shall
not be considereQ to discharge by the obligation ot the Issuer ~ith respect to
such Obligations, and the Insurer shall become the owner ot sucb unpaid
Obligation and claims for the interest in aceoraance with tbe tenor of the
assignment made to it under the provisions of this subsection or otherwise.
F. Irrespective of whether any such assiqnment is executed and
delivered, the Issuer and the Paying Agent hereby agree for the benefit of the
Insurer that
1. they recognize that to the extent the Insurer makes payments,
directly or indirectly (as by paying throu9'h the Paying Agent), on
account of principal of or interest on the Obli9ations, the amount of
such principal ana interest from the Issuer, with interest thereon as
provided and solely from the sources stated in this Indenture and the
Ob ligations, and
2. they will accordingly pay to the Insurer the amount of such
principal and interest (includin~ principal and interest recovered
under subpara9raph (ii) of the first .paragraph of the Policy, which
principal ana interest shall be deemed past due and not to have been
paid), with interest thereon as provioed in this Indenture and the
Obligation, but only from the sources and in the manner provided.
herein for the payment of principal of and interest on the Obligations
to Holders, and will otherwise treat the Insurer as the owner of such
rights to the amount of such principal and interest.
G. In connection with the issuance of additional Obligations, the
Issuer shall deliver to the Insurer a copy of the aisclo$ure document, if any,
circulated with respect to such additional Obligations.
H. Copies of any amendments made to the documents executed in
connection with the issuance of the Obll<;rations which are consented to by the
Insurer shall be sent to Standard & Poor's Corporation.
I. The Insurer shall receive notice of the resignation or removal of
the Paying Agent and the appointment of a Successor thereto.
J. The Insurer shall receive copies of all notices required to be
delivered to Bondholders and, on an annual Dosis, copies of the Issuer's
auditeo financial statements and Annual Budget.
.
N2ti~e~: Any notice that is required to be given to a holder of tbe
Obligation or to the E>aying Agent pursuant to the Inoenture shall also be
provideo to the Insurer. All notices required to be <;riven to the Insurer
u.nder the Indenture sha.ll be in writing and shall be sent by registered or
certified mail addressed to Munici]?al Bond Investors Assurance Corporation,
113 King Street, Armonk, New York 10504 Attention: Surveillance.
3065a
jI',unici pal Bond .
Investors Assuranc
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Reproduction
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NABlA
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A1BIA
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JMBIA 1 1/2"
MBIA 1 1/4-
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~UG 30 '90 12:33 ~Blq DRe DEFT
C::' !......
. "!HE MUNICIPAL BClIlD INVESTORS ASSURANCE CORPORATION INS'lJRANCE POLICY
The following informatio~ has been furnished by Municipal Bona Investors
Assurance Corporation (the "Insurer") for use in this Official Statement.
Reference is made to Appendix ____ for 8 specimen of the Insurer's pOlicy.
I The Insurer'.. policy uncc)nditionally and irrevoc8ltly quanntees the f\lll
complete payment required to be _ade by or on behalf of the Issuer to the
ayin9 Agent or its S\lceenor of an emount equal to (i) the priucipal of
(either at the stated maturity or by an advuc.ent of maturity pursuant to a
mandatory sinking fund payment) and interest on, the 80nds as s\loh payments
shall become due but Ghall not be so paid (ezcept. that. in the event of any
acceleration of the o\le date of such principal by reason of lIludatory or
optional redemption or .c~eler8tion resulting from default or otherwise, other
than any adv&ucernent of aaatudty pursuant to e. 1lI1U14atory sinklD9 fund paJ1l'ent,
the payments quaranteed by the Insurer's policy ~hall be .ade in such amounts
and at such t~5 as such payments of priAcipal wo~ld ba~e been d\le had there
not been any such acceleration): and (ii) the reimburs<<nent of any such
payment which is subsequently recovered from any ow:o.er of tb.e Bonds pursuant
to a final jud9rAent by a court of (lC)ft\petent jurisdiction that sucb pal'lftent
constitutes an avoidaJ:tle preference to such OW1ler within the aewng of any
applicable bukruptcy law (a "Preference").
The Insurer's policy does DOt insure against loss of any prepayment
premium which Jftay at ;any time be payable with respect to aDY Bond. The
IJl$urer' s policy does not, under any circumstance, insure aqainst loss
relatiJlg to; (i) optional or mandatory redemptions (other the.n mendatory
sinkinCj fUZLd redemptions) '1 (ii) any payments to be lIIade 012 an accelerated
basi,; (ill) payments Of the purchase price of Bonds upon tender by an owner
thereof; or (iv) 8.J1y PrefereDce relatin9 to (i) througb (iii) above. "lbe
Insurer' s policy also does Aot insure Ag'ai118t nonpayment of prillcipal of or
interest Oil the Bonds resulting from the insolvency, negligence or any other
act or omission of the Paying Agent or any other paying agent for the Bonds.
Upon receipt of telephonie or tel89raphic: notice, such IlOtice
sub$eque~tly confirmed in writing by .1'eqistered or certified mail, or upon
receipt of written notice by registered or certified mail, by the Insurer from
the Payinq Agent or any owner of a Bond the payment of an insured amount for
wbich is then due, tba~ such required payment has not been made, the Insurer
on the due date of such payment or within one bU$i:aess day after receipt of
notice c)f such nonpayment; ~hiohever is lat.er, will make 8 deposit of funds,
i~ an account with Citibank, B.A., in Nev York, New york, or its successor,
sufficient for the payment of any such insured amou.nt.s which are then due.
Upon presentment uCI. surrender of suoh Bonds or presentment of such other
proof of ownership of the 80nds, together with a:ay appropriate instruments of
assignment to evide:ace the assiqument of the insured emo~t& due on the Bo~ds
as are paid by the Insurer, and appropriate instruments to effect the
appointment of the Insurer as agent tor such owners of the Bonds in any legal
eoceedin9 related to payaent of insured amounts on the Bonds, such
struments being in a form satisfactory to Citibanlt, N.A., Citibank, N.A.
shall disburse t.o such owners ot' the paying Agent payment of the insured
amounts due on such Bonds, less agy amount beld by the Payin9 Agent for the
payment of such insured amounts and leqally available therefor.
RUG 30 '90 12:34 MEIR DRC DEPT
-2-
1::'.18
The Insurer is the principal operating subsiQiary of MBIA Inc. The principal
shareholders of MBlA Inc. are AEtna Life and Casualty Company, Fireman's Fund
Insurance Company, subsidiaries of CIGNA Corporation, and Credit Local de France,
'CAECL S.A., and they own approximately 67~ of the outstanding common stock of MBIA
Inc. Neithe~ MBIA Inc. nor its shareholders are obligated to pay the debts of or
claims against the Insurer. The Insurer is a limited liability corporation rather
than a several liability association. The InSurer is aomiciled in the State of New
York and licensed to do business in all 50 states, the District of Colwmbia and the
4IIfommonwealth of Puerto Rico.
Effective December 31, 1989, MBIA Inc. acquired Bond Investors Group, Inc. On
January 5, 1990, the Insurer acguired all of the outstanding stock of Bond
Investors Group, Inc., the parent of Bond Investors Guaranty Insurance Company
("aIG"). 'XhroulJh a reinsurance a9reeme~t, aIG has ceded all of its net insured
risks, as well as its unearned premium and contingency reserves, to the Insurer and
the Insurer has reinsured BIG's net outstanding exposure.
AS of December 31, 1989 the Insurer had admitted assets of $1.299 hillion
(audited), total liabilities of $907 million (audited), and total capital and
surplus of $392 million (a~aited) prepared in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities. As of March
31, 1990, after givin9 effect to the acquisition of BIG, the Insurer had admitted
assets of $1. 602 billion (unaudited), total liabilities of $1.114 billion
(unaudited), and total capital and surplus of $488 million (unaudited) determined
in accordance with statutory accounting practices prescribed or permitted by
insurance regulatory authorities. Copies of the Insurer's year end financial
statements prepared in accordance with statutory accounting practices are available
from the Insurer. ~he address of the Insurer is 113 Kin9 Street, Armonk, New York
10504.
Moody's Investors Service rates all bond issues insured by the Insurer and BIG
"Aaa" and short term loans "MIG 1," both desi9nated to be of the highest quality.
Standard & Poor's Corporation rates all new issues insured by the Insurer and
BIG "MA" Prime Grade.
The Moody's Investors Service rating of the Insurer should be evaluated
j,%l.dependently of the Standard & Poor' s Corporation rating of the Insurer. No
application has been made to any other ratin9 agency in order to obtain additional
ratings on the Bonds. The ratings reflect the respective rating agency's current
assessment of the creditworthiness of the Insurer and its ability to par claims on
its policies of insurance. Any futther explanation as to the significance of the
above ratings may be obtained only from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Bonds, and
such ratings may be subject to revision or withdrawal at any time by the rating
agencies. Any downward revision or withdrawal of either or both ratings may have
an adverse effect on the market price of the Bonds.
The insurance provided by this Policy is not covered by the. florida lnsurance
4It Guaranty Association created under chapter 631, Florida Statutes.
RUG 30 '90 12:35 MBlA DRe DEPT
F'.l?
JMBIA
FINANCIAL GUARANfY INSURANCE POLICY
Municipal Bond Investors Assurance Corporation
Armonk, New York 10504
Policy No. XJWt
aUfticip~1 BonO !.nYClltofs Aau~ Corpor.uon (the "lmu"'t"), in comidentiOD of 1M ~ymellt of eM prctniwn and IIl/lIjcct to tbco term'l of lhia
policy, bcn:by uncondiUOIlIIUy md itrcvocably Sll~ to allY owou, u horeinahcr Milled, of the tollowiDg deac:ribed obligaUollll. the full NId
eomp~ pII:ytaellt te4p1ired to be ~ by or om behalf of cbt lMuct to (imen __ of paybla Ip]. or itIlll1COC8aOr (~ "Plyilli Afoot") of an
NIlount equal to (I) the principal of (eilhcr at dw ,fafJOd IIUlCUrity or by _y ,..!yIDCCmCRC of lMlUrity punlUl)t to a ~ .inking fIInd
payment) aDd tn.aut oa.. tho Obli,atioM (Ill tIIac term j, ..fined below) .. .udl pa)'MOnet .baII b<<om$ due but IluIU not be 10 paid (e~opt that
III the event or MY IOOCknalion 0 chc due dale of.Ul;h principal by nIUOR at mandltOly or opciond ~ion or llCCClel'atioa laulling from
default or ochorw;., GCbc:r ItJm aay advancement at maeuriCy PUftluant to . ~tory ,ink... fuad paymcat, the JHIyrnmt& guvanto;d Ml'llby
shall be I8IIdo in ...ch __ tAd at such ~ .. luch P*Yl*AtlI of priDc.ipaI would ba.... *-a _ W dIere not booll M'j .uch _london);
and (ii) tbe l'CIimb-m of 'flY IIICh plynaMC whkh it IIllMequcn&1y ~~ from t4y owner ~ to a fiat! judBfnclll by . coutt of
~~tjuNdidioa cbM lNdl ~ oonaUtutclao a~1c prefeRIKO to .uch 0WDCt widUD the DINAiq of 1IIl)' IIfPljeablc bankn.pc.;y kw.
The Nrloanll ~ to iA .... (j) _ (ii) of dI$ ~ IIOnGeQOe shall be ~ Co bel'CIUI col*civoly ...ltie "Wurod Amouftta.~
"Ot11lll;'tions~ .!ul1I ~1Il;
{J1!'f UDountl
(lcse1 Utle of lJbljsatiollS]
1Jpoa CIC(lCipt al '=Iepboaie or fIllegnpblc aodee. svdI AOQee IUblcqlaelldy (lClIIftrmod in writins by ~ or ccrUflCid alIi~ or upOG fC<lCipt or
wriCIen ~ by l'CI~ or eciti6ed IllliL by cbc luuret tro.D ibe Payiq At,cD!. or MY ~ al _ Obliptiou die PlI)'nlCIIt Of Ni Wu~
AmO\lftt for which i. thosn due, that IIUl:h reqllired lHlyment ,. noc been mlldc, the hilum on am due d.rc of lucb payment or within one bllsme.:s
Uy Ilfb:t' rece~ or nOCiec of IUch Don~ whichever is lalier. will make a ckpo.iC of funda, in Ni llCCOUDt wilh Cilibllftk, N.A.. in New Yen.
No.w Yode, or Its 511~, eufficicnt lor ~ pa)'ment of _y $Ucn r..u~ Aaloounll which lite tbc:11 d... Upon f~lmfllt md 'UrTO~t of such
Obligations or ptWClltmem of .1IC:h otht.t proof of oWl)Ct'lIhip of die; Oblisationll, tQ..retbcr wicb MY approprWc illlSttlllnena of _ienment to
evidc~ lb. "iJNnent of ... bllftd AmOllDt>I due 011 tho Obliaatioas U N\I twd by lho WGret, aM appropriate instrvrnonl$ to died eM
ll(IpoinlmcDl o( dle wuret' .. qcDl lor Buch OWMf'$ of the ObliptiOllS in lIIlY logal prooc.o.ding ",Ialed to payl1lt;Rt of IDaurod Amoun18 on ~
Olilisation., tlleb iMtru1neDC3 being ill a fonn lacitfactory to Citibank, N.A.. Ciu~ N.A. IIball diabuno. Co auen ownen, 01' lhe Peyins Ag~t
p.yment of lbc ImuRd AmOIlRla due on &IIch ObJisadotl$, Ieds lII.y UI10\lllt held by cbo PayinS Ascm for tbe paymmt of lueb IAsumd AmOllnlS
and losally anilsble d..Rlfor. This polil;Y <Ioea ftO( ins,,", aeailllU 10Sll of any prepayment ptuWllID wbicl\ tnay at any time be payable ""ith
~t to any OblipCion. .
As used heRill. the term -owna" aball mean the rcgilJtued owlWr of any Obligalion III indicBcd in die boob mainUiAed by the Paying Agent, lhe
inlier, or an)' dc$ignM of !be Jaaucr for lIuch purpOllC. n.e term owner ",ball not inclllde the Issuer or MY party whOM! agte(;ment with che Issucl'
COflatituteslh. lInderlyinS IlCCGrny for tho: Oblts.dom.
Any :sorvice of prooeu on Ibo Insuter may be made to the h\$uter at its offi~ located at 113 King Stcect, Atmonk. New Yc)fj(, 10504 and ~uch
:;ervic:.. Qf pro<:ellllllh4l11 be valid ....d binding.
This folicy i$ nQllo<:ance.llable for any telllon. The premium on this policy is tlQt refund~bl.. for any teM<m including the p"ynlenl prior to
matuncy of ~ Obligations.
Th.. in$u~al>Ce providGd by Ibis Policy is not covered by lite F10ridelnsurilnce Ouaranty A:isoeiation created under chapler 631, Florida S\.at\lt.e..
rN WITNESS WHEREOF. the Ins\l~r has cau~ this policy to l>e cxecu~ in faclIimile on il$ behalf by ii>! duly authoriz.od officers. this IUlIY]
day of (month, >,ur].
(OUN'I'ERSIGt'iEI)~
MUNICIPAL BOND INVESTORS
ASSURANCE CORPORATION
.
Re$id~"l Li""!l~{"d Agent
Pre"idenl
City. S',;:ll~~
Attest:
D:.h:
A\:,i...t~(l( ~('(;{.:Wt.:,' .
~;'Il). R. CS/: 'L-~
.
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914 76~ Jl~l ~.Z~
~S/30/19~0 1~1~~ M.8.1.~. Corp.
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rfNMoftuL C:tJ~R.\N'n AG~I~~'t m.CS~ al of 8eptllmber 37, lOgO by an4 betwoan
the ern! or OCOEE, rLORIOA (the "tatun") lnd MUNICIPAL BOND INVESTOf<S
A.SSUR~CE: \ CC~t:'ORAT!ON (the "!nlluru"), arqanhed u.nder the la.ws ot the .tate of
New Yor It.;
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EXHIBIT E
rtRANcIAL aUARANTI AGBZBMBNT
W t T ~ ! S S i ~ H I
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W"taE~S, tho X..uer ha. or will lslue the Obli9at!onsJ Dn~
WHEREJ.S, I:nu'.ualtt to the terMS ot: the Doct.\lllen.t th, I.suet" aqrees to make
o8ttain pJyment. on the Obli9a~lon'J an4
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WHERE~, the .Insurer wUl h.~. it. Surety B(ut<:1, substantially hI the form
s~t forth l in Ann.x A to this Agreement, 9uarante.ing certdn paytl'ltnts by the
Ii8Utr su~jeot to the terlT\$ an~ limitations of the Sur.ty Sond: and
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WHERt*, to In~uce the Insurer to hsue the Suuty Bond. the Iuuer h~s
aqreed to lpay the premium for the Surety Bond .04 to r.i~burse the Insurer for
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all parm,!s made by the In.ur.r under the sur.ty Bond, all as mQre fully set
forth 1n is A9t..mentJ an4
WHIlE , t~he Iuuer. un~.utanl\s that the IMurer npreuly requires thct
deU.v6ry qt th.is Aqre.ment II p&.tt of the cond4eration for the ozecution by
tne Insure~ of ~h. Surety BondI an<:1
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NOW. *K'~KrOltfJ, Son condO. ration of the prtmins and of the ftgreements
herein co~tained anl1 of the uecution of the S.rety Bond, the Iuuer an~ the
Insurer aq~.e as Eol1owst
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I AR1'lCt.Jl; ;[
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I DSrtNITIONS} SUK!TY BOND
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S.ot:.1o~ 1.01. ~(init1Qn.. Th. terms ,.,hLch aloe eapltalh.ed herein 8116J;I.
have the m+aningi 8p.eifi.~ 1n Annex! hereto.
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SeetiO! 1.03. a~.Ll JQ~.
() The, Xn.urer 'Will in",. the Sur.ty 80&14 in aec:ord,ance with an~
8ubjec, to thw term. an~ eonditio~s of the commitment,
<~) rhe maxlrnW'l HabiHtf Of tn. In.urer un<1er the Surety Bona and
the eoter&ge .nd term the~eof ahall bt lub~ect to and limited by the terms
and co~d.itionl of the Surety Bon~.
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S.ct.io~ 1.03. fJ:.u1J,lWl. In conlic!.ution of the Inll'~l:'er aqruing to J ssue
th. suret~' Bon~ hereundtr, the hiuer hereby aqrtes to PlY or caUlle to Of paid
the Pr8mi set fo~~h in the in Anne~ B hereto. The Premium on the Surety Bond
"1. not ~.f ndable for any reason.,
SectJ,o 1.04. ~..rtaia Oth.~ bpensu. The Z..uer will pe.y all ,;eafionabJe
feel aud ~i'burs.m.nts of the Insurer', .peolal counl.l related to ~ny
m04itiCatlX of th. is Agr..ment or the Surety Bond .if '\loh modificatlons are
teqUe8t.~r the I.suet.
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M.B. I.j:!. eOI-p,
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':114 71;~ ::Il1S1
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s.CI;J.~n a. 01. 't~mb"'n'lP.nt.. CQJ' '''W11.n~l, Un15't". the SI.!..(Rty Bond. ~
E~p.n"&:j~~~.mn~f~Q,~lon.
t.) '1'ha In"'.r "Ul re.taYlburse the Insurer, wit.hin the a.iml;luuement
Perio~, wlthQut deman~ or notio. by the Insuf.r to the lS$uer or any other
perso., to the Ixtent ot eaoh Sl..\tetl Bond Payment with interest on each
Surett Bond Ptlyment from and InclucHnq the date mad. to the date of. the
tdmb~r..m@nt, at the 1eUar of the R.lrnburSlIlt.nt Rat, or the trladmWTl .rate
of in.ecest p8tlflittlt1 by thin "ppliQ.~le law.
,
~) The Iuu"X' t);l,IO aqr.lIt. t.o reiMburse the Inlur.r immediately end
unco itiona~ly upon damand, to the ext.nt permitte4 by .tate law, tor all
t8aliO able eKpel\SU incurred t1y the InJurer in connection with the Suretf
Bond a the enforoement by the Insurer of the I.suer'. obli9ationa under
this ~reement, the DOOUM6nt, and any other doc~ent ...cuted J,n conn.ction
wtth ~h. 1111ll!lnCe of the Obl1qation'i t0gether 'With interest on all such
es:p.n~8 from .n~ including the date iAcurud to the dat.8 of payment. at the
rate eet forth in sub,.ction (a) ot thil Seation 2.01.
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(~) ~he I"uer aqr.e~ to indemnify the Insuref, to the ~xtent
permidted by .tete law, &qain.t any and all li~bl1ity, claims, los., costs,
CltlnAge,~, reasona.ble !e6' of attorn.y. and other rusonable expenses which
thllt rq.urer ~.V' 1\\ltl1n nr tnr.llr hy r,.antl of n.. ~.... no...,."!....... ., (1) 1,1.....
failur~ of the I.tu.t to perform or COMply with the covenants or conditions
of th~ A9teement or (ii) relhno. by the Insurer u~on repu.entations made
by th. Issuer or (iU) 8. detault by the Inulr under the tel'n\s of the
oocumept or any other docwn.nts ex.cute~ in connoction with the issuance of
the Ob~19at1onli.
(~) Th. ObU90[ ancS. the !lIuer a9t.. tbat all amountl owin9 to the
Insuret pur~u.nt to Section 1.03 h.reOf and thi8 Slation 2.01 must b. paid
1n ful~ prior to any o~tional redlmption or :Ifun~inq of the Obli9ations.
(
<t> AU payments ma4e to the Inlurer under this A9reement shall b..
paid i~ lawful ~urr.ncy of the Unit.d Stat.. in imm.~iatelf .vai1~le funds
at th1 In.uter', ottie. at 113 kin; St~'.t, Armonk, New York 10504.
Att.nt onl Acaountln9 and lurveil1a~ce D.partment., or at such other place
as sha 1 ~e d&liqn.ted by the tn.uter. ~
(~) ~ll payments to ~. mad. ~y the I8s~er under this aqr'~be
payabl. soley trom Pl.4ged ~,v'nue~ (a8 ~efln.~ in the Document) and
Sect;.io, 2.03.
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'.ct.1o~ 2.02. Al1o~l!!I\jion Q.l.~l'.rm.nU. The tncure;- an4 t.he Iuue1" hereby
.~ree thatiaaCh payment received by the %nlur~r from or on behelt of the Issuer
a. & reimb~rs&m.pt to ~h. Xnsurar .. re~ul~.~ by Section a.Ol hereot shall be
applied 1)1'\ the Insurer first, toward rep_pent of the a99r1qate Sunt)' Bond
Payments ]de by the Insurer and not yet r.paid, payment of whiCh wilj
reinst..te 11 or a. portion of the Sur.t:v Sond Coveraq. to the .Ktent of such
repayment but. not ~o .xceet1 the s\U,.ty Bond Limit) 1 And s.cond, upon full
reinstate," . t of the Surety lond Covflraq. to th. Surety Bond Limit, toward
other amou~ts, lncludin~, without limitation, any !nte(est payable with relpBct
to any Sutty lonO paym.nts thin due t.o the Insurer.
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ARTICLE II
RSIMBUaSIMIN' AND I~DIMNXrICAT10N
OILtGATIONS or 18SU8ft AND SICUlITY ~HlaEFOR
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~8/3~/1gg0 141)3 M,a. I.A. Co~p,
!
~14 75' ~,61 P.~~
s.et!fD 2.03. $~our!~ Dq[ Pa~'Qt"l rft.~~\~.n~. of Fur~~.t ~.aur~APe. ~o
the 'Kte t, but only to th. exte~t, t~&t the Document, or any rel.te4
ld4entur. ttu.t a;r.ement, or~inanc., r&$olu~lon, mort~age, ..eurity .~re.m.nt
or dmU$ instrument, .it 8.11Y, pledQ8s to the Own.rll or any trulJen therefor,
or grant. a slcurity int.rest or lien in or on any collateral, property,
!9Venu. 0lX' othtr pa~.Dts ("Collatera! and Rev.nues") in order to secure the
ObHgetiotla or provi~. ~ ,ouree of payment. tor the Obli9ations, the Iuuer
h.reby 9r~nt8 to the Insur.r a security int.~.&t in or lien Oft, as the case may
b~, an~ p..d9Ag to the In8u~.r all .~ch Collateral and I,venue. as security for
payment ~t Ul ~ounts <1u. h.u~nder an4 un.der the bocument or any other
docwneut inec\lt.~ in oonne.ction with the lU\lance of the Ob1iqllltions, which
..c;ur H.y linterest, U.en and/or pledql or8fl,teC1 or 9x-anted un~.r this Sectiotl
Z.03 shal~ De junior and s\lDor41nate in all r..peots only to the interests of
th& Owner, an~ any tru.tee therefor in luch Collateral anO Reven~'8, exc.pt a~
otherwi,sei provid.~. The Ilsuer aqr.es that it wi11, from time to time,
.xeoute, ,.,cknowltdge and deliver, or caUle to be exeauted, .c:knowledql~ and
~alive(edJ any an4 all financin9 ItatemtDt., if applicable, 8nd all oth.r
further ilnratrwn.nts as may bt r.qu1re~ by law or as .hall ,ea.onably be
requ..sted (by the Insurer foe the perfection of the security inteuBt, if any,
qranted "'4411:' this Sael:.ion 2.03 and tor the pr...rvtltion and protection of all
r1qhts of ltha Insurer under this S.Gtion 2.03.
;.ctiJn 2,0.. ~4~t1on.l .Ubl!qAti~. The obliqatlons b.teunder are
ab.olute ~Ild I,,\noonditional and will be pa14 or perfomed strictly in acccrdsllc(t
with tbh( Agre."..nt, ;ubj.at to the limitations of the Docurnen\~1 and any
amendment. con~ent.~ to by the lnsur.t, irrespect1v. of:
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(~) any hOB of vllUdJ.ty or .nforceab1lity of, or any amendlTlElpt or
other i modHi.aaUon ot, Of waiver with nlpect:. to the Obli9ations, the
Docume~t OT aC.f other ~oeument Iz.outed in oonnectlon with the iSBuancs or
the Ob~i9at~oASI or
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(b) any eKcbani.' tah... or nQnp.rhctiQn of any security lnt8x-est
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in pT<!ertr l'JiI!lcudn9 the Obl1qations or thll Agreement or any obl1go.tions
hereunp.f1 or
(L, a~y Ql~oumst.QC'1 tha~ miqht ocn.twise con&titute a def.ense
avail.tle to, or ~i.charq. of, the l.,u,f with ~'Rpect to the Obliqations,
thl Oo~um.nt or 8nf other document execut.a in QonftectioD wlth thQ iSBuan~.
of theIObH,q,t1onsl o~
(~) wh.ther or not .~Qb o~119.tion. ar. contingent or matured,
d1sputta or U"di.~uted, liiuLdated or unliiui4ated.
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..ctlo' 2.05. .~.ur.r'. K19hts, Th8 Issuer .hall ~.p'Y the Insurer to the
Gxtent of ..ym6ntl made and eap.n..s incurr.~ by th, Insurer in connection with
the Ob1i~a~lon5 an:d this Aqr..ment. The obligat.J.on of the I U\.ler to repay ~uch
omounts s~U be iuJ)Crdinatl only to the r19btl of the Owners to reclivEl
nq",larly ~chedul.d pdrlcipal and int.uet on t:;be ObliqaUons.t
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0S....Jl1!l/1.9qa 1t:l1'34 M.S. I.~. Corp.
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Sl!rctipn 2.06.
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ta> ~1I~.rly I.PQ(~.. The :..u.r .111 provide to the In.ut.r within
45 4. . of the 010.. of "oh qua~t~r l~tertm financial statements eoverinq
all ,nd baJiancall un4er the Doc\irnent, a .tat.m.nt of opeu.tio!UI (income
statertl.nt), balance sheet and changes J.1\ fund balances. These statements
need ~ot be audited by an independent eerti!1ed publio accountant. but if
any AfdlUd .tatemente are produced, they must be provided to tne InsurerJ
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~b) AM.ollal R~p~. The Iuuer will provi(!, t.o the Insurer annual
finan~ial atatementa audited by an in~'p.naent certified public accountant
withi, 150 days of the end Of each fiscal y,ar:
L) ,l.l!:!(!'" to r.:c::l1it~fUI. 8oo~8..,al'u! Raqqrdl. The hluer will qri!lflt
the IPlurer rea.anable ace... to the project Urtanc:,4 J)>- the Obli9atlort&
and ~111 ma~e evailabl. to the Insurer, at rea.o~.ble times an~ upon
reasOjabl& notice All bOO~8 and reoords relative to the proj~ct finance~ by
tn. 01li98tion.J and
d4) ~~no. C8[~1(icate. On an aonu'l basis the Issuer will
provi~ to the Inlurer a certifl~lte confirmin9 compliance with all
coven~t.. and obU9ations hereunder and under the Document or any other
docum-rt .x.cute~ in connection with the i88uan~e of the Obl19ationl.
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O;MGo!ng tnfQrMat~qn Obli9ation, o.~.I..uer.
ARTICLB IU
AHmtDMSlfTB TO OOct..rMINT
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So lon!; a. thh Aqn..m.nt is in Ufect, 1:11. Issuer aqrees th"t it will not
/lgre$ to +nana the Document or any other document e.ecuted 1n oonnection with
the hsua~ce of the ObHqationl, without the prior wdtten consent of the
Insurer. l
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AITICt,Z tv
BYSNTS or D!~AU~TI R~MtUIIS
hCt!ot. (.01. ,vlnta o~ D,faql~.
Events of Default hereunderl
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(:) The Iuun shall taU to ply to the Insuar any amount payable
under ections 1.04 $nd l.Ol hereof and su~h failure Ihall have continu.~
for a eriod in exo'ls of the Reimbur.ement P,rio4, or
(J) lny material r.presenlAt1on or warranty made by the !ssu.r under
the Dobwnent or hel".under or any ,tat.mlnt in the aP5'Ucation tor the
Sunty l Bond or Ilny report. cert..ifica~., financi.l statement, dOcwnlnt or
other ~nstrwn.nt erovidtd J.n oonnection with ~h8 Commitment, th. Surety
Sond, h. Obl19ae!ons. or b.rewith 'hall have b..n materlally t,lse at the
time w en made; or
The toUo'tin9 events ,hall con.ti tute
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0) I.a.pt a. otberwhe prov!Oed in this ..c:tion 4.01. tne Issl.UU
shall fail to pedorm any Of it. othlt' o))Hqationl under the Document, or
any ther dooument e..outad in conn.ction with the issuance of ~he
OI)11q t!ons, or hBr'u.n~tr, provided that S1.l.ch failure continues for lI'Iora
than 0 day. after receipt by th& I..~er of written notice of luch failure
to pttformJ or
td) The tQiUer Iha~~ (1) YOlunt.rl1y commence any procee~in9 or tIle
any p~tition 8e~kinq reli.f under the United States Bankruptcy Code or any
oth.rrFedera~, st,te or fQrtiqn b~nkruptcy, insolvency or similar law, (ii)
conseat to tihe in.titution of, or fail to controvert in a timely and
appro~rh.t. manner, any '\loh proCl..din9 or the fi Hn; of any luch petition.
(Hi) lllPply for or connrtt too the appointroent. of a receiver, tru.h..
eu.to4ian, ..questrleor or .imil~r. ~tfic1al for. such patty or for a
1~9t~nti.l part of it. prOp9rty, (iv) tile an Irtswer l~ittin9 the
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M&ter~al alleqltions of a petition filed against it in any .u~h proc.e~in9.
(v) m~ke a qeneral an1gnment tor the benefit of creoitora, (vi) l:Iecome
unabl~, &dmit in writin9 its inability or fail gen.rally to pay ite debts
as th~y become 4u. or (vii) take action for the purpose of effectin9 any of
the flre9oin;, or
(~) All J.nvo 1. untary proo.."1)19 .hall be C1oml"enced or e,.n involuntary
petit~lon shan b. filed in a court:. of competent jurhcUction ...king (i.)
reliefll in respect at the 1..utr, or of a $~Itantial part of its property,
under of the 'Un! teeS Statu Blrtkruptcy Code or any other re6eral, state or
to.r&.i~ banktupt.oy, insolvency or similar law or (it) t.he appointment of a
recel~r, trust... custodian. sequ'ltrator or similar Official for the
Is$\ter\ or for a 'l.\bstantial p&.tt oS; its property; and .uch proceedin9 or
petit1~n shall continue IUHHsmiu.d tor 60 \Says or an order or decree
approv~nq or or4erin9 any of the fongoJnq .hall conU.nue unl1tayed &n~ in
effect! tor 30 daYI.
Sect1Q~ 4.02. ,.mBQiSJ. If an Event of Default snall OCcur and b.
cont1nuinq~ then the Inlurar may take whatever action at law or in equity may
appear nec~8.ary or dt.lrable to collect the amount. then due and tbereaft,r to
b.come duel under thil A~r..menl Or to enforce plrformance of any obli91tion of
the 1..u.r~.. to the Insurer un4er tne Document or any related instrwment. and any
obliQation e.9ree"'ftnti or covenant of the IUl.lar under thh Aqreement; prov1ded,
however, hat tbe IRS"rer may not take any ae~ion to direct or require
acceleuti+n or other early redemption of the O:bHqation. Of adversely aUec:t
the d\Jht&( of t.h. Owneu. All d9hta an~ rem.~!.. of t.he lnl9uur under th.i.s
Section 4.10~ are' cumulative an~ the e..rQlse ot any on. temedy does not
preclude t~. aX8K'(,!'J... of one or lnore of. the other avaUable temedies.
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The Iblurer .D~ not the 1..~.~ .hall b.ve the ..elusive rlqht to decide I~d
determine) whlth~r any claim, liability, 6uit or ~udqm.~t mad. or brouqht
against t~. Insurer, the Is.uer or any other party on the Su~ety Bond shall or
shall not.\ be paid, comp~omis.~, resi.ted, def8D~14, tri.4 or appealed, and the
Inl~rer's\ d.oision thereon, if M~~. in 900d ta~th, shall be tinel and binding
I.lpon the) In'l.Itet, th& r.a"'lr and any oth.r pa.rty on the Surety Sond. An
itemi~.d ~tat.ment of payments ma~. bt the InSurer, certified by an officer ot
the Insur+r, or the vO~Qher or vouchers for such paym$nt5, shall be prima faole
evi~enc. ,t the liability ot the Issuer, and it the I.s~.t tails to immediately
reimbur..i~he In.ur.t upon the receipt ot suoh .tatement of paymen~8, interelt
IIhall be \computed on such l!Imount from t.~. dat$ of Dny payment malie by thA
Insurer ad the tate set forth in .u~s.etion (.) ot Section 2.01 hereof.
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S!T'l'LPJMIN'r
ARTIe!.! VI
M%SCELLANEOUS
Seett~n IS. 01. Jutull!C!t CQJllPut:.lltionCl. All comp.....\'.ations ot lntere/llt due
hereu.nder l.hAll b. made on tht bash of the aotual !lumber of day. elapsec! ever
a y..r of ~60 darl.
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S.Qti~ 6 .OZ. ~.rcl.. qt aiqhU. NO tal1ure or: delay OQ the part at the
Ins\lrer td exerei.. &ny ri;bt, poW'er or privUeq. u.nder this Agreement and no
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QQurSe ot jdealing between the Insurtr ~n~ the ISSuer or any other party shIll
operate a.! . wa!v~r of any 8~ah ri9ht, powtr or prlvl1eie, nor Ihall any single
or partial! exercise of any luab rlqht, 90wtt or pf1vileqe preclulie any othor or
further t~.rcise thereof or the ex~roi'e of any othet rloht, power. or
pdvUeitr. i 'the dqhu and um.die. herein expuuly I'rov14ed CSfe cumulat1'1e
an~ not exclulive of any rl~hts or r.emedial whleh tne Insurer wo~ld otherwise
hay. purs~nt to law or equity. No notice to or ~.mand on any party in any
Que shal~ entitle iuch party to any other or fv.rth.r notice or dem.rtd in
dmilar Q~ other c!rC:WII.tanaea, or coutit:\&te e. wdver of tn. right ot the
other part~ to any other or fur~h.r action in any cirawmst~nces without notice
or demand.:
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Sectiof 6.03. Am.ndmcat a!ld Wt\iver. Any provhlcm of thh Agreement may
be am.nd.4r waive', lu~pl.m'nted, dilohat~.d Qr terminattd only with the prior
written co~sent of the II.utr and the Insurer. Tbe Is.utr hereby Dqrees that
upon the ~ltt.n request ot the Payinq Agent, the Insurer may make or consent
to issue ~ny sub.Utute fot' t.he lh~l'tt:.y DonO to ourt any ambi9uity or formal
defect. or lomluion in tbe Suret.y BOrla -,.,hich Ooes not matllrieUy chanC3e tl1.
terms o( tShe Sur.ty Bona nor adversely "ffect th. r i9htl of the OWners, end
this A9rl~lnt sh.ll apply to such .ub,tituted .~tety bon~. Th. In.urer .qr6es
to deliver; 1::0 the h6uer and to the com1i'emy or companiel, if any, ratinq the
Obligation" a copy ot I~ch lub.titut.d 8urety bond.
S.ct.!o~ 6.04. ~~~IU101& 8.Q.d AuiQ'rtlllJ. De.cript,iv, Helldina.
(J) Thh A91'esmertt Shdl biond, and the benetit. th.reo:t: .hall. inure
to, th; I_suer and the In.ure~ and their f'.pactive luccessors
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Ind Idvnll, provided, th,.\; the Iuu..r mar nor.. trantfer or "..iqn anf ot'
eU tits rJ.9htl an6 o~1i9atioftl hereunder withO',lt the prior written
Dons. t or tht tnlur.t.
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~b) Tbt d..r.,'lJi'tive n..dln9s at the vadous provisions of this
Aqre~en~ are inserted for eonvenienQ, of rlf.r6nce only and sh~11 not be
dlt8JTle~ to affect tho. meaninlj or construction of any of t.he ptovisions
bereot.
S.etitn 6.05. O~ 8ureti~. If the Inlurer .hall ~roc~re any other
8urety to; !".,t,tl.Iut@ the Sur.tf Bontl, t.his A9t..m.nt shall 1C\l.re to the benetit
of such o~her ~Uf.ty, its luao.ssorl &n~ ~~ii9n., so as to qlve to it a ~!t.ct
riqht of i action 8ljJaiUt the Inu.1t to enforce this Aqrnment, and "the
Insurer," ! wher.ver u.ed herein, Ihall b. de.med to b.clude such relnsurinfJ
lur.ty, 91 it. respect1vI inte~est. may app..r.
S.ctl~n 6.0&. aiqn~tut. on~. The Issuer', liabil1ty ahall Dot be
affected ~y it$ failure to din the Sureey Bond nor by any claim that: other
indemnity II or ncurity wel to have l,.en obta1n.d nor by tb& rellase of any
indernrli ty 'I nor th. return or .xCh&nge of ~ny collatttral that may have been
obtained. \
s.c:~lJn 6.07. W,ivet. The lS8uer waives any 4111fense that this Agre$l1\ent
was .xec~ted iub.equent to the da~. of the Surett Bond, a4mittin9 and
coven.ntirlo thae such Sur&tf Bond was exeouted purluant to the llluer's request
anCl in r.i1ianc. on the Inue!:' II promhe to execute this Aguem.nt.
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S8eHo!" 1),08. tiQJ.;ic:u. Rftq~.I.tL-~D~.s. !xc;:ept 8S Qth.ndse expressly
provid.d herein, all writted notices, requests, ~.mands or other communications
to ot upo~ the r..pective parties her.to shall bl d.emed tQ h6ve been qiv~n or
made when lactuallt r.o.1ve~, or in tbe cas. of tal@x or tll.copier notice 5.n~
over a t..x or a tel,copier machine own,,,, or operated by a party hereto, when
sent, c"'<1~eued U .plcifhd b.low or at such other addtuI as any of the
vattie, mat her.after sp.city in writinq to the others:
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CITY or ocotE, r~Oa!DA
150 Nor~h Lake.hore Oriv.
Oeo.., rlor14. 34761
AttenUoru City ManageJ'
If to the Payinq A9_ntt
C1ti.en; &rtd Southern Trust Comp~ny (Florida)
National A..oolation
For~ La~4.~dale, rlQ~1~a
ltt.nt~onl co~eorat. Trust D.p.rtment
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If to the 1.n.~~erl
Municipal Bona tnv..tots A..urance Corporation
113 Kin9 Street
Armon~, New YOtk 10'04
Att.ntionl SUfv.111ance Oepartment
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S.Qtl n 6.00. ~,~vlv.. ~! n.ir.atAta~io~~ IP'- Warta~~. ~11
r.pr...nt tiOAI. wat(antl.. and obli9at1on. cont.!n.~ k.t.1n .h.~1
lurvive t . .xecution an4 ~.livery o! this Aqr..Ment .n~ tho Surety ao~d.
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Seoti.n S.10. iPverpip9 Law. This Aqr..ment and th. rights and
o~ligatio.. Qf the plrtie. un~.r this Aqreemen~ snall ~. qoverned by and
constru.d\a~d int.:.tprateet in accordance with the laws of the State.
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88~t.!Jn 6.11, ko.\W~.t;'pan.. 'Ihi Ii1 Aq"uement may be executed in any
llW'Ober ofl copJ.es and by tha ~iffer9nt pertie. hereto on the _erne or
leparate ~ount.rp8rtli1, each of which Ihall be deemed to be an orlqinal
lnstrum4mf.. Com,let@t counterpart. ot thh Aqreem.nt shall be lodq"!od
with the 1..~.r And the Insurer.
s.cd~n 6.U. i.t.~~tU.AW.i.t.x. In the .vent any provision of thh
Agreement: shall be held invali~ O~ unentotceable by any court of
compeunt I judll5htion, .ueb holcHnq .hall not J.nvaH~at& or render
unentoroe~le any othet provision hereof.
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S.QtL~ 6.1a. ~~QI O~li;at~o~. NOtwithlt.n~in9 anythln9 to
th. C01\tr~ry contain.1! in thh .\qr..rnent ( the ob1iqaUon of the Issu.r
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to pay alll amo\'\ntB d\,\. hereunder an~ the riqhu at the In8u~"r to p\l.uua
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all remed~e8 Ihall Sv.rviv8 the expiration, tcJrmbation or lubsti tl.\tion
Q! the Sur~ty Bon~ and this Aq~.ement.
IN WI~tss WH!REOt', each of the parties harato hel caused a
CO\.lnti!rp.r~.' of t.hh Agl'eement to be ~uly executed. and delivered .. of
the date f~rQt abOve written.
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CITY or OCO!E, '~oalDA
A.ttull
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By 1___
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Title
'~t:..\! C 1. r.k-,
MUNIC%P~L SeND tNVE6T.ORS
A$SUIANCS CORPORA~ION
Ptf.I.ident
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~..l.t~~t S.cretary
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M.S. I.A. Ce..p.
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~NIX A
IPICIMIN DBIT 1.lvtea '18Bav~
au.STY BoarD
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Muni~J.pal Boa'" Inv..tot'51 A'aur~nct corporation (the "In8urer"), in
con.idera~16n of the p8yment of the premium an~ '~Qject to the terms of this
Surety Bo~d; heuby unconditionally and iruvoce.bly 9UDunteu the tull an~
completo ~.ymentt that au to :be app116d to paymen~ of pdl'lcipal of and
inte~olt ~n the Obli9ations (al hereinafter d.rined) and that are requited to
be mad. bt or on behalf of [IS8UEa] (t.he "IIIU!r") Ul'Il!er t:he (DOCUMENT} (the
"Ooo\1ll\ent"i> to (P",YING AGENT], (the "Pay.ln9 A~ent"), as 8\lch payments an due
but; shall t not be 80 pai.O, in connection with the i.ssuance by the Issuer of
rLtQA~ T!~LE OF BONDe] (Ir PARITY' t098th.r with any boodB i,sued on a p,rity
therewi t.hJ\, (the \'Obl1gatton."), provide~, that the amount available hereu.nder
for paY1'Mt~t putluant to Anyon. Demand tor Paflll.nt (a. hereinaHer defined)
lihall not \ exe..O [AMOOH'r} (the "Surety 80nd L.t.mit") J provided, fur th. I:' , that:,
the amoun~ availabJ~ at any plu,ticular time to be paid to the Payln~ Agent:
under the lterm. henof (the "Suuty Bond CovIIUgfl") /ilhall be rel!uceC! and may
be r.intta\ed from time to time .. set forth hertin.
1. t.a 11..4 !\euJ.n~ ~h. t.,'m "Owner" shall mean t.he teqhtered owner of
any Obli9a\tion as iu41cated in the bOOks mdntaine<! by the a.pplleable plylng
agent. thel %tluer or any d.tiqn.... of the Issuer: for sueh purpose. The term
"Owner" Sh~l1 not include the Iu",er or any per.oft or entity who.. obUCJ6tion
or obligat~on5 by a9reement. constitute the un4erlyln9 ..curity or sourQ. of
payment fot the Obl19~t1on..
2. Jpon tbe 1at..r of I (i) three (3) daye after rece1p~ by the Inl1,l.ret'
of a dttma*d tor payment in the form attached bereto .. Attachment 1 (the
"Demand for P.rm(n~tl')~ duly eK~C\lt.~ by the ~8ytnCJ Agentl or (U) tbe payment.
date of thle Oblig8tions a. slju!lClifhd. in t.be Demeand for Payment preaenUd by
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the Pay!n9(Aq.nt to the Insurer, the Insurer will m8k~ a deposit of funds In
an account! with Citibank, N.Il.. in New York, New YorJc~ or it.s 'UcC~'lor,
sufficient I for th, payment to the Payh)9 "9-nt, of amount. that are then ~ue
to the ~ay~u9 M,8nt (as .,ecHied in the Deman" tor Payment) lubject to the
Surety Bo01 Covera~e.
3. ~m.n4 l~~ paymeut hereuna.r may be mad. ~y prlpsid teleeopy, tele~,
twX or tslt9ram of the e~eeuted Demand fOt ~$ym.nt c/o the Inlu,er. It a
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~unialpal 8an~ Inv..tors A..urance Corpo~ation
Armonk, New tork, 10504
Sut.t~ Bond No. ~
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{)&monC! tJr Pa)'!!lent llIade heuunc:tIH dO., not. Ln any ift.tance, clC:antornl to the
tenms on~COnd!t1ons of this Surety Boad, eh. !nsur.r .hall ;ive not1o. to th.
Payin; A .nt, at promptly.. reatonably practicabl.. that tuch Demand for
Payrn.nt U Jlot .effeot.d in aooordanoe with th& term. and c:ondltLon. of thii
Surlllty adnd and brieflf .tat. the reuon( 8) theretoI'. Upon beinq notiUed
that sucb Daffl,nd for 'aym.n~ was not effected ~D accordance with th1. Surety
Bond, tn~ Pllyinq AQent may attempt:. to correct any Iluch nonconforminq Demand
tor Paym'ft if I .nd to the eKt.nt thot, the Parinq ~gent is entitled and able
to do 10.!
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4. (The amo~nt payable by the Insure: under thl$ Surety Bond pursuant to
6 particu~.r Dem,n~ for Plyment Ih&11 b. limited to the Surety Bond Coveraql.
The Sutltt Bond Cove rag. shall be reducI4 automat!cally to thl extent of ..~h
paym.nt md. by the In.urer hereunder end will be relnatattd to the extent of
..~h reim~Ur8&meut ot tn. Insurer pursuant to the provilions of ~tticl. tI ot
tlle finanhal Guaranty Al'Jre.m'nt dated the dat.I her'eol betwe.n the IMurer and
the (ISSU$a OR 08LIOORl (t.b. IIFinan.oia1 GuaraSlty A9rllrnent"', provided that J.n
no event I.haU such reinstatement ftxoe&d th. Gatety BOnd Limi.t. The Insuret'
will nQt~fy thl Payinq Aq.nt. in writlnq within flve (5) 4ays ot aucb
re imbl.a'8~'tnt, t.hat the Suret:.y !Sond. Coveraqe hal been reinstat.d to tb., extent
ot sv.eh r!elmbutsement pursuant. to the rinanahl Guaranty lViuement and such
r.iDstat~ent shall b~ eff.otive I' of th. dati the Inluter 9ives luch
notice. ~h. notlc. to the Payin; Aqent will be .Ubstantlal1y in the torm
attaehed ~.reto a~ Attachm.nt 2.
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5. ~ny .ervice of proc... ort th. Itt.ure~ or notice to tba Inau'lr mar
be made tJ the Insurer at it, offiCI. located at 113 King Street. ~rmonk, Now
York 10504 .n~ such lervice of pCQc.., shal~ be valid and bin4in9'
o. tns. t.etftl o~ this Surety Bond shall I.pir. on the earlier of (i)
(MA'l'URI'TY pATE OF ISSUE] (the m/llturity date of the obH~ations bein9 curr.ntly
isau.d), ~r (11) the d.ate on wh!(!h tJle Iuuer has made IU payments required
t.o be ml<2e~. on the ObUqltions pursuant to the DOQ\lment,
7. h. prelliW11 payable on thU Surety Bon~ it not retundable for l!ny
teason, in. lu4inq thl ~ayment prior to maturity of the Obligations.
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thl. su~.ey .oAd .h.~l b. ioverne4 by .n~ interpreted under the law'
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ot the S~ate of [APPLICABLE STATI. USUALLY NY]. Any luit h.r.un~8r in
oonnection!wlth any payment mSf b. brou9ht onlf by the 'aying A9tnt within one
year after\ 0.) . bemand for Payment, with r..peot. to such paymeot, is made
pUf.u~nt tb the term. of this Surety lond .n4 the I~lurer hal fail.4 to m~te
.uch payme~t. or (i1) payment wou14 otherwi.e have been due hereund.r but for
tbe tailur. on th. Plrt of t.he PayJ.tl9 Agent to c2e:Uve~ to the tflsunr l!l Demand
for paymen~ pur8u~t to the terms of this S~r.ty aon~, which.ver is earli.r.
8.
- a ...
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tl L '. 1 --'
il14 76!> 3~~1
F'.l3
08/:!21/l9Sl~ 14 : 313 M. a. 1. F=\ . CI"'" J:l .
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9. ~{I' GOV!RNKD UNPC~ ~AW~ or NY] There .hall b. no acoelerltion
paym.nt .... IUl.4er t.hh Policy unl.n .ueh accellnt10n iI at the 'ole opt.i.on
of the In unr.
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10. l~bl. pOlLey Ls not cover.~ by the Property/CalU<y In'urance
Secucity tund sp.~ifl.d in Article 7& of the New York Insurance Law.
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In t!tn.~~ wber.of., the tn.urar bai cau.ad this Surety Bond to ba
exec\1ted lin tac,im'ue on its beh.alf by its /11,&J.1 a\.lthorhed officers, tnh
(DAY, MONtH, Y!~R)
l
MUN%CIPAL DONO INVIS~ORS ASSUJANCE CORPORATION
(UTLlt J
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t'l'U'L.E]
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SB-DSRr-1r.TAT! CODi]
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~8/30/1~90 14!38
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M.S. Lf=!. CQrp.
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914 6~ 3m
.J#
F,14
...... :II
Att.ahrn.Rt 1
Sur.t~ Bond NO. ~
D'~D 'OR PAYMIYT
,19
I
MuniWi~.lt80nd Inv8$tQrl ASiQrance COtporatton
113 Un; tra.t
Armon~, N w ~ork 10504
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Att.n~Lont Pr..i48nt
R.f.~enC!. !. m.~, to tl\e Sun~y bond No. .Ll.QLlCY tf~ (the "Surety BOrldl')
hsu$<l bYI the Munidpal Bon4 InvtletotS "..\.tranc:e Corporation (the "Insurerh).
The t.rrn~ which an caJ;lJ.ta1hed h.-rein and not. otherwhe d..Une!! have the
meanin9s ~p.aitied in the Surety Bond unless the context otherw!.. req~ireSI
The ~ay!n9 Ai.n~ hereby certifies that:
(a) IIn acoordanee with the provisions of. the Document <attached
her.~o as S.~ibit A), payment is due to the Owners of the
Obl.1qationlll bn (the "Due Date") in an amount equal to
S_..~ I .,_ (the "Amount Due").
(b) ~_ amuun~' le~o11y available to the PaylnQ Aqent on the Due Date
w111 ~. S.,. 18U than the Mlo\ln~ bu. (the "Deficiency").
(e) b. Paylft9 Aqent belli not hentcfore mlde demand under the
S~ret~ Bond tor the Amount Due or any portion thereof.
Th. ~Yln9 Afftnt hereby reques1:.' that paynlent ot the OeUd.ney (sllbject ':.0
th.e Sur.t~ BoneS Covl!u:a98) be mad.e by the Insunr under the S~rety lond llnet
dIrects tbjat pa)'f/lent und&r the Surety bon4 be meuS. to the followinq ACCount by
bank wire !tran.fet of fade~.l or other imm'~latelf available funds in Iceora.nee
wJ.th the t,rrn. of th. Surety Bond; _~
(PayLn9 "ir-nt.' B AC!oount} .
I
(PAYING AOgNT)
By
It.,__
.
.
0e/~~/1990 14:3i M.B. I.A. CC~~.
914 ~6S 31~1 P.1S
-'Uac.:h,unt: 2
Surety Bond No.
)CpCXXX
~;CR O~ JltH9T~TBM~1
,10
(P.ayi119 A ent)
t .Addr...]
HII" .ne. h m.4. to tbe Surety BoaeS No. LP9L I CY NQ.J (the II Surt ey Bond")
issued bY) the NunJ,oipal BoneS trwestou ASliluu,nCle Corpo.fation (the "Insunr"),
The terms, which au C!apUaHz.c1 herein ed not otherwise ddined hay. the
m..nings ~pecitieo in the Surety Bond unl... the oontext otherw1.e requlte.,
!
Th. iD;urer h.t.b~ ~~11vers notioe that it is in receipt of payment from
the Obliq~r pUr8l&a>>t to Article It of the !'1nancial Guaranty Aqrloment atld a~
of the da~ heno' the Surety Bond Covere.ge h $, '.. , .. I
i
I MUNICI~A~ BOND INVESTORS ASSUftANCE CORPORATION
Pr..1dent.
Aaalatant '.gr.t.~f
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II
~14 7!~ ~~~J.
F.1e
.
~8/~~/1990 141~9 M,9, I.A. Corp.
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For 1'11 furpo... at thi. ~~t..ment .nd the Sur.tr Bond, except .8
otherwi.. expr...ly provi4,4 herein or unle.. the cont.xt athtrwi.e rtquires,
all a.pit li.t~ terms Ihall hav. the meaning as set out below, which shall be
..qu.lly adplicabl' to both the sinqu18t ana plural forms of '\lCh term..
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"A.9r.t.nh'\ me"M this t inancial Guaranty Aireltnent.
tlC1Qstq DIH.." m..ns S.pUmber 1.7 I l\1PO.
otCQmm~tment" means the Qomm1tmt:nt to luue Muftiolpal Bo~<Ot Guaunty
Insutane. 11n the form attached herato ~& Annex ~.
! '
ANNIX I
DliFINI'rICIlS
"Debt: Is.rvLce Payments" moan. those payment. nqu.ire{l to be !TIe.de or or on
bahaH of I t.he !sauer which will be appUtd to payml>>.t of prinClipe.l ot and
intetest or the Ol>HiDtion..
otn.l'I\lln~ for Payment" m.~n. the certificate .ubmitted to the Insurer for:
pflyment ,.u~~er the Surety Bond sub.tanHal1l' in the form attached to the
Surety Bonr as ~tU.chm.ut 1.
"Documrnt." m.ans l\.8g~ution 90-08, as ~ded and. supplement_d.
"Event i of Default" .hall m.an tho.. &vent. of defDult set forth in
Beetion 4.fl of the Air..m.nt.
"tnliur.r" h.. tn. 8Me m.aninfJ a. ..t forth in the fir.to pars<]t'aph of
this Agre,,.,nt..
I
IIIuuei" means t.ht Cit:y of OCO", Flodd....
"ObH94tions" m..itS .7,000,000 Clty of Oeoa., flor!da., Tr.n.port..Uon
R.fund~ni ~ tmp'ov~.nt Rev.nue 80n41, Serie. 1990.
f
"Owner." "'..11.. t.he s:09htered owner of 4Ulf Obliqation as inl$!cat.ed in the
booh tnain~a1ned by the Pllylnq Agent, the hauel" or any cSedqnee of the
Illuer for\luob purpo... For purpo8.~ of S.ct1on 2.03, Ownerl shall !nolud.
the own.r~ of any Addition ~arity Obliqation. an4 PUblic ~erv1ce Ta.
ObligatioD1, a6 d.t!n.~ in the Document.
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914 'i'GS :311$1
~. 1 '7
~S/3e/199~ 14:4~ M.i. l.~. C~~p,
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llPayJ" Aqent" m..n. CH,i.uns an4 loutbe;n Trult Companl' (Florida) I
National ~~.oa1.tion, Fort Lauderdale, Florida.
IIPtlmtwnlt Mean. .25,000 payablt to the InlUf.r on or prior to the Closinq
Oate. i
I'~.imluuern.nt P.dad" m..ns, with r..p.ct to a parta.cular Surety Bon~
Payment, ~h. P6riod oommenc.1.ng O~ the date of such Surety Bond Payment and
endin9 onlthe expiration of 12 months following I\lch Surety Bone! I?ayment.
"Rdm*uuement Ita 1,.., " meanlii Citibank' Ii prim. rate plu8 thr.. (3) peroetnt
per annutll~ ali o~ th. date ot 8U~h Su.rety Bond Payment, aaid "prime rate"
being thejrate of interest announced from time to time by C!tib_nk, N.A., New
York, N.w\York, II its prim. rate. The rate of interest .hall b~ caleulate6
on the ba~i; of tbe actual rtumber ot days elap"d over a 360-day fear.
IlStt't+ mu.t\I r 19ddD.
"sur.~ Dond" means that surety bond .ttacb.a her.to as A.nnel( A an13
tuu.4 by) the Itil\lur guaranteeing, Il.lbject to eh' term. and limitations
theno!, Oebt Sellvlce Payment.. requirea to be mlde by the Uluer under the
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Oocwnen t. I
"Sure~" 8on<S Coveragw" means the ,",ount avaUable at any partlcl1lar time
to be pdt! under the term. of the Surety Sond, which. amount. shall never
exc.ed the! Sur.tf Bond Limit.
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"suretot BOl'\d ~imit." In"ans '6ZJt30a.50.
"Surety Bon4 Payment" mtU9 an amount ~qtl.l to the Debt Service Payment
required tf b. m,dtt .by the !aauer pl1tSuant: to the tJoClwnent leu (1) that
portion ofl the !>f!bt S8rvlce Payment. pdd by or on behalf of the IlIuer, aceS
(Ii) othe1 fl.lnds leqal1y available for paym.nt to the OWner., all.,
certified 1D a D~nd tor Payment.
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~G 3~ 'g~ 12128 MalA DAC O~PT
Floe
ANNRX r. to EXHIBIT E
c:ct4Ml'lMQ1~ TO ISSUE A
OIB'l snvIel USllVa WRB'!! IIQID
.
~ppliQatioo No.1 00-08ft575~
Sole Datel AU9Us~, l~gO
Pto9ram ~yp.' Ne9otiate~ D~
!!;
"00,000 (1st.) D.~t Servi_e fteaetvc rUAb. fOIi the '7,QOO,000 (En.)
City of Ocoee, rlori~a, Tr8nspo~tatlon aefundin9 Qna Improvement
~eVenu8 :Bond~, Series UiO (the "ObUqat1o~.")
TA~" Clotl'llYdtrnent. to 1..",. a 6.e~t service re.erve "uret.y bond (the
"Commltm..nt") ~ated Alol91,1st 10, lpgO, cODatitutes an aqreem.ot between the eIn;'
OF OCO!iE. l"LQRIOA, (the "App1ica~t;...), and MUNICIPAL 8QND INVES'l'ORS ASSUltANCE
CORPORA'XION (tbe "Insu'l:'er") I e. atock insuranQ. eamfa.oy i.ncorporated unde~ the
l~w. ot the Stace of NQW York.
Based uu an aiprave4 application dated AUiust 9, liiO, the lnlurer o9'ees,
upon sat1sf.~tion of the conOitlons heroic, to issue on the cor11er of (1) l~O
<says ot sald approvi:l.l (late OJ,' (U) Qn t..lu~ .:1ate of .:1.11 very of an4 paymont for
the Ob119*t1ons, tl debt serv.L<:. reserv. .urety b1;U;J,lS (the ~iS'lol".ty eOft<l" >, for
the ObJ.i9ati.ons, 9\olaranteeJ.nljJ the l?'lSrm.nt to tbe !ssu~r ot up to $700,000 on
the Ob11istions. The ls:.;uance at \.he Surel..l Bond sboll be s~'ect to the
tOllowinq terms ond con~leionGI
1. The Appl~c.nt, or by the ~r\ol.tee on bOAalt of the Applicantl on the
date or delivery of and vayment tor the Obl1g."Uons, "rill Ill.lce the followin9
pcsyment. D nonntundabJ,e premium in the ernount of 4.00" ~im~~ the 3uUt:y
amount, roun~9~ to the nearest thQusan~. The premiW"A set out in this
pau'':Jt'.l?h shall be the total premi1.lll1 require'" to be ideS on the S\olrety Sond
ly.ue4 pursu&nt to thia Oommitment.
2. The Obllglll.l:.loZ15 &ba;U have r.c;eived t;.he ungualiti.e4 opinion of honeS
counsel wltb resp~ct to the tax-exempt .ta~us of lnterest QD the Obli9~t!ons.
3. "l:here Sholl hey. been no mot.;rlal ..~ver.e chcQ'ie 1n the Obl!qatlon.
Qr the Re&Olution, Bond Or~1n.nce, Trult Indenture or Oth.~ official doeum.nt
.ut:;.hori~illl::1 the isSlIoSJ}C. of LIl. Obli9&tiQ~s or in the tinal otficial statement,
or other s1m11ar ~oewm.nt, in~1Iold!n9 the '!naneia~ .tatementa included therein.
4. '1'h.~. sbal.1. ha"e been no matoriel adveX'liIe cheng. in eny information
.lolbm1ttcd to the 4~.~rer .. 8 port of tho AfpllcatiQA or aub8e~ucntly
~ubmitt.~ to be . pert of the App1ie~t~Qn to ~h. In.~r.r.
. 5. No event shall have oCGu.~ed whiCh woul~ allow any underwriter or any
othlU. purchc:L.e,r ot 1.11. Ol:>liljot.1Qns ngt to l;l~ required. to purchase the
Obli9.tion. e~ ~lo.inq.
AI.I~ '!Ie '9Ql 121~~ MBI~ OAC DE:l=lT
P.9
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8. All document. .K.eU~9~ in connection ~tth the i.au.noe of the
ObllgatlQDs oh.ll contain a prov1.ton ~bich re~~t~.s cop!e. ot any amendment.
~o .uch d~Qum.n~' con..e~6a ~o ~y the Inaure~ to ~6 ..nc to ~t~4.~d & Poor's.
.
.,. prior to the dellver;y at .nC! paYIrlltnt tor ~be Ob119I1ti0l115, Alone or t.he
information o~ document. submitted as a part of the Ap~liQation to the Insurer
shall be doterrn!ned to oont~1n any ~Atrue O~ mislead!ng ~tat.ment of a
matel'i.l faot or fail to state . matel'lal faQt require" to be .tated tbere.ln
OJ.' necessax'y in ordfl:.t to maktll the staLements cont.ained therein uot mis 1.atllng.
8. No material adverse ChenljJ8 aCfecting anr secuI."itr tor I.he Ob1.l9atiollao
shall have ocourred p~10r to tAe delive~y of and paynle~t tor ~he Obl1gdt~ons.
9. Thi. Commitment m.y be siq~.4 in co~nterpart by th$ parties berelu.
10. Receipt by the In5u~er of the final debt ..~vl(;e 8ch.edul", on I.he
isaue within tA~ee bu.iness day8 from the s~lG ~ate.
11. aocelpt, .a~lst6ctory review aDd aubsequ.nt oral approval by the
I;gaurer 0: 4ratt ~oJ?.l.s of the CrA', verl&.\o.tioJi, .,crowlI.~\lriti~tj pur<.:ua.e
cont~aot~ O~ SLG sub.criptio~ torm. and e~~row a9~e.m.nt at l.ast ten busln.,~
dafs prior to clQ.1ni. Final and 8i<p1ed Qopies of all Ul. ~ove docwnellls to
be cent via oyern19ht mail from ~lo6ing.
12. ~.Cl.lpt by the In.urer at least five budness <1.ys prio~ to cloelng
of . d.raft opinion from Bond Cou;g.el (O~ Special 'lu Counllil) t.o the e(fect
that the refun<l.1ug obl1~.tions at. bein9 h.ued in complJ..neli! wlL.ll 5t.t.. law
and thae the intetlist on the refunding obliiatlous 1s e..-exempt,
13. Receipt ~y the In.urer at lea.t five bud.ness "ays prior to c~o8in~
of e. draft o~J.nlon ftom 80114 CO\ln$el .tat!ng that the refun~e4 obUiatloD6
have been legaU;y de (eaeec:l, (Th1s cQndltiou h on11 .pplicaQ~. in those
situation. where the retundlni hsut:! 16 b:qe.Uy tletteasin';j the t'~f"mded
1s.ue.) final ~xecute~ ~opies of ilZ ~~O 113 to be $en~ vt. ove~n1iht mail.
14. It the esc:cow 89&tement aUowlll fo. tbe 5ub.ti tutlon ot. S8c.:v.d. titH. in
the esero'W aCCll)Unt, then it shQ\,tl~ be provided Jon the escrow a<]L'".ment Lhat no
such subliltit:u~1on mal" OQ!;u.r u.nJ.e.s the"e h~. first l;leen ~.J..ivered to t.he
..<:Irow _g.nt/tru8t... (1) a CPA verltlcation that tlle .50ro", $.nveSLrn~mtl:>, al[
S\lQ.tit.ute<.1, are au~lJ.c;:lcnt to pay l2ebt .ervice, as .it liIecomelS du~, on th~
"efundild obliq"t1ons a~d (2) an opinion ot no.tionallt reco<jJQJ..ec1 bOml counsel
to the .'teot;. that the sub.titution 1. perm~tted un~e~ th. doc\lIl'leI\ts emu the
substitution h.. nO aOverse .s:teot:. on the tax-exempt natu". ot Lh6 ret'u1lding
Qbligat.ionl.
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Aile: '313 ".0 1&! 3(21 MBIR DI'lC pt:rT
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~.1121
-3..
'15. E.tl~ow Inv."tmentll mu..t be l1rrd.c:e/S t.o U.S. Tr.."u.ry C"...t:H'lcet...
Not... a84 80841 (!DQ1\ld.i.~i St.te end troc.. Govell'~ent ..deo "$t.G811),
IU~ect obll.,etions ot tho 'I'reaS\,I.ty whlcb have been St1 ippeCl 1>y the Treasul y
it.elf, "CATS" and "TrOaS" an4 Q~119at1onl; iUued bf the fallowing Agend..,
which a~. backed ~y the :u.11 f.itb and crediL Qf the U.S.:
1. UTa. E~port ImpQrt Sank; Direct obligations O~ tu11t qu.~Ldnt.eCl
certificates or beneticial ownerShip
2. Farmer. Home 6dministfAtlon: Certificates o! beneficial owne~ship
3 . b98 r a1 J' inane 1 n9 -.u
4. ~de~~l Housin9 A~lni.~ratiou Deben~res
5. General gerv~ce. Admini.tr~tlQD: 'artigipatlQn cert!tlcates
6. u.~. MAri~lm8 Admlnl~ratlonl Guaranteed ~itle XI ~inancin9
.,. Hew CQlllnllnltiaJl l)ebentures; tI. IS. 'ilQv.rwne~t quarQ~t...(1 delJenl;uI.1ll1i
8. ~~. Pu~~!c Howajng HoteA and ~on4a; U.S. 9ove~nm.nL 9uar~llt..4
p~lie ~ou.s!n9 ROtC3 and bonds
9. U.S. ---.Department. of Hou.in9 l\~d. Urb~~ Deve~qiJ"ent: Projecl,.. Notes;
LQo.i Authority 8o~4s
10. ~reretl.m~.d muniQl{1al ~Qnds m~st 1.113 ,.tee! "A.a" l>y Moo<3y' 8 or "AM"
by S~. It tho lss~c is o~~l rate6 QY S&P <1.e., there 16 RO Muody'o
rat:.i.n9), t:hen the prerelund$4 bonds llIust beve t1ettn pre1:efund(;!Q wit.h
QDsh, 4!reet U.S. or U.S. 9ua~aDteed OQliqat1QD&, O~ AAA-rated
pr.r.fund.~ munlc1ia1. that .~t16'1 this conditiQn.
16. Surety provider Jl'a\Uilt be aiprove~ );Iy MIUA. H MBlA is the surety
provider - stan~ard su~etl prov1$lone (See ~tt.ch~~).
;1.1. !'J.e4ged revenue. mu.st 1;). 1. 3l)1C MADS (exc1ucHnq 1nvntment .arn!n9s),
hefon the cl ty c;lan 1s.su. additional bonds or rele_.. the lien on the Public
S.Ivice Tax.
18. Standard p.rmitte4 inve.tmenls and variab1e rate ~ondltions (See
At:t-.Itoot;lhel!l) .
19. Receipt, r.view end Dpproval 1e981 ~~c;lwment by MBt~.
20. "VedUoation that the phdged ~eCilurity ~Q.s not expire priQr to tn.
bonds belnq ,eti.ed.
21. Any 4raws on the deDt ..rvice ~.~erve 'un~ (or Su~.ty> to be ma~. up
from fi~.t aveLla~l. ~ev.Qu.s.
Dato~ this lOen day 06 Augu.t, 19~O.
MUNJ:C:".P~~pD JWESTOftS ASSU~ANCE
,/ ,1',/2:
,. ^,. ,/'
Or ~ .fh~ (;... t
As.~stont S.cret.~
COf(~ORATtON
CITY OF OCOEE, r~O~7D~
ay
Tith =
~UG ~~ '9~ 121i~ M8IA Dne D~fT
~.11
TIRM ~HE!T ,O~ DEBT S%IV!CE R!~~~V2 PUND PRo~a~
.I.ntrod~.t.ion
.
NIIA can, u.nder c:ert.l~ alrcu.m.t~ce8, ia.u. .. debt e.l"vioe 1:'e.ervQ tUnd
1I,u'ety bonO (the "SUl:.ty Bopa"), \:'0 J:>. \.1,..11 a8 . rep..Clement tor II cash tundet'i
re.erVlJ, in (U"1" amount up to t.he full lN1lQunt Qr the debt 5ervice reSeLl/lj ('uull
l'equirem9nl;.
MetA ulluiue th~t the J...uer 8R<5./0r the I.Ulderll'inq obU9Qr c.rf the .lJQnds
enter into a F1n.~c;:lal Guaranty Agreement w!th MilA providing for, ~~n9 other
thin9" the relmbuuernent eo MBIA Of emounts ~re.wn unCl.r the $1,1rety Bond.. A.
sample d~att of .u.ch 6n agreement i~ attache4.
MilA will un~ertake its 8tandar~ credit analysis ot the issuer an~for
obl.iqor woblc;h "'&.~ result in l"eq;ue$t8 foe modification. at t.;.he 5trul;turs. Ol'."
o.~tain provision. at the hona Cloeuments. These ~hange. would be 1u addition to
the ss-ec.itic chang'.s reliuired in Clll !J.aanci.u'ie wb"nl a Su,l"ety eon" will .be
i.sued (.ee ',auired Tgrms b_~ow).
Tho SuretY' Bono may be structure" to i'~-Qvic1e ~.>>t service nse,'v, fund
replacement for th. ClurreAt issue Qt bond8 ll.l1a any other diRt issl.led on III parltr
t.h'r.wi~h. However, in all <:..es, the a"'r_~y 81m15 will expire 011 the 1'lnal
mat~~1ty deee of ~e current issue.
The pro9~~ eri~e~i~ .~e suJ:>j.ct to chang_ by ~BIA.
Genet-al ~
pro~!G!on shOuld b. mad. ~n ~h. bond aocum.nts fQ~ the creallun of a debt
service re..erve tunc! aMl there should be .. requ.h'.me.nt.. to InaiDtain tbat fund at
a ca'ttain level. It Ibould aJ.l5o J:>. pIQv1aed. that this r'fi\lirement may be
~a~ht1ed hy ca.h or a quaUUed 'I.lrety bond 01.' a comblnal;lQn 01: these two
(Note: ^ "iuaUfiec1 .urety bond" means a sur.ty bond issue4 by an inSurance
company ~ated !D the A!qheat ~atin9 ca~oiory by A.M. Best & Compan~, Sl~udard &
~o6t's or Mo~df'S).
In tho.. l.nstauQ.. where tne .l:uuaDCe ot parity ~$bt will aaUf>e the Ilebt
.erv!ce ~.8erv. fund requirement 1;,0 i'H;u'.ase, MilIA re9;u!rGI t.hat &1: the till1fi1 at
i8.~ano. ot such parity d~bt, el~er O..h or a qU3l1tled 8urety b~nd ~. prQv~aed
.0 that the inCtea..d r6~~lrem~nt will be ..t.ls!ied.
.
In any event where the debt serviee reserve fund oonta,\.ns both CUi MetA
Surety lond .D~ c..h, 111:1:,\ reiuire$ t.hat the cash bfil draWl' down completely
])e:l!ore any <!.mand Jo. mea. on the Surety Dond. In CIony event wh~r. the ce.bt
.et'vJ.c~ reSlorve tund containe . surety 1:Ion<1 fl:oll1 811uther IIntity sna an MElIA
Surety lond, the (lOQuments Should li',"ovide ~01' ~ pro-rata dra" on each Of the
.utetl' bund...
With re9,u~ t.o replenish.ment, any availabJ.e monies, all del.i.ned in the
Indenture Qr ~asolutlon, Ihould be u~ed tirsL to raimbu,se MeI~, thereby
rei:t1&taHn9 ehe Surety !Ion4, b,n~ $tlll;ond to rep18n1sh the ceSh in thQ deCt
.orvlce re8~rve lund.
~UG ~~ "3~ lc: 31 Mil;(\ CAe DCF'T
-
ro'.12
The rat.e eovenanf. ehou14 ~. ..paI14.4 80 thaf., in e.44idon to aU oeh."
aov.~aq. r.~uir~..'., ~er. are .uftlci.n~ Mo~i.. av.lIable ~o par all amount.
owed to MBtA un4.~ ~h. terms of th. rinangial Guaranty A9re.ment.
.
It the 4oQ~ent, irovi4e tor the i..uance ot a4ditlgnal Dgnds that ~n not
share 8 CQmmQn ".,erve tun4 with the cu~rQnl 1.su~, HBrA Qan IB8~8 a 8~rety bona
that h, by its to~m., tt,yoUable only as 6 resetve to,; the cl.lcrenl,. issv.e. tu
such case., M!IA wou14 ~.qu!~. ~ ~oven.nt that any 'evenueQ evailable tor dv~t
aervJ.cl!l must be dist.ribute4 between the currant 1..\1. ~u\4 any ad41tlonal bonds
on a pX'o rat.a Dallia ",lthout X'eqar4 to the ea1.tence 01: a Cund.llld debt iOerv,iQQ
~...rve Or a .ute~r bond.
'l'he oon4 docUlYlent. I5hO\l..).d re'\("lnl tb. 'Il u.tQe tg deliver " Demand ror
Payment (.ee attached 'orm) at lea~t thr.. days p~ior to the date on which fun4t
are required.
R.quiJ:'~d TeJ.'n'\4.
With resp~gt to any lecurity interest in Collateral 9~anted to tbe
bO:QQholdeu, MalA sllvul~ lJ. grautel,1 that same interest SUbject Otlly to that of
the bon~holder8. 11\1. wo~ld ap91y to eaistinw s.c~rit1' if any, as w~ll as any
to be 9r.n~e~ in the tut"...
MilA .boul~ ~.eeiy. ~ oplQ~Qn ltom co~ael t~ the 1..uer/obligor tnac th~
l"il141oAcd.al Q\otorontf A9reemeQt 1$ e. :1egd, veUd azus lJinc1iug Ob1l9a.1;,,;,c>n ot the
1.suer/obl19or and 1s ~ntQrce8ble a9a1ult the issuer/ob119or in accordance with
its terms.
Tn (j'eneral t.erms, the "llew of funds" WQuId be stn.lctut'QIl as follows:
~lJ <;Jrou revlInues shQuld be pdd in the fol.l.oW.in9 or4.~ wiLh the gd.Oi'j,ty
ln4a.~.t.d,
(1) e~p.ftseG ol ofe~at!on and maint6Dancel
(~) delJt service gn the ~ond.J
(~) r.~bu~~.m.nt of 8mguuts .avan~ed by ~IA un40r the Surety Bo~4;
(4) rCllmb\lr:..men~ of co.lb ~ounts, it ~Ulr, <lLAlfn '~'Qm the reserve
f u.D4,
(5) r&pleni$hment of !enewel and Replacemwnt run~1
(6) payment to MSIA of in~.~.st on amounts advance~ under the
Su("~ty Socd.,
(7) 611 other lawrul u'e., includin9 tho 4e1.>t.. .ervlca payment on
any lubordin6te bOnd~.
PI'Qvision IIlU$t be mad.e to& MnU, to l;!. pa.~4 all amouut.. OWtl\1 to it uu<le.r tJ1e
terM~ Qt the Fl~.nc!al Gua~.nty A9~eem~nt O( any other ~DCWAent5 before the bona
~ocwn.nts mar be terminated.
.
It will Q. the re$ponsib11ity of the trUltee/payin9 agent to maintain
ad.quat:.~ ~eCOtI28, varltieCl with MBIA, as tg the amount available ~o be drawn at
any given time un".r the Suretr Bond an~ as to the amount5 pili.d and owin9 to
MBIA under th. term, ot the r~n.nciaJ. Guaranty ~9reem.nt.
Thore mBY be no optlon.o.l redemption or bonds or dise'l:'1~lJ.tioll (,f tun~. to
I:.h6 llJ.uet on4/01" ~h~ undc:r:-ll'io9 Obl!gol- I.lnlelit16 all tlmountli owe~ to MBIA under
t:.he terMS ot. the r i~cr.neil:ll GUO&llnl:t Agrleoment or any oth.1." documents havQ bee1'l
~a.ld iu ,C""ll.
-2-
-.
AUG 31'1 ''3C2l ~li!5 MSIFI DAC DCPT
DI.~ SERVICE R...tVE ruN~ SUtBTY BOND
.
lp~lic.t!on hac b..~ m64. to the N~iclpal Ion4 Inv..tors
}....Ul"8ft.C. Cel:'polli'atlon (the "In_u.rer") t.or. cOl'l'ln'litm.nt t.o !situ. 8
auS'eef bo~4 (th. 44D.~t Service Itu.~v. "UQ~ Surtey Bond"). :rhe Vf;Dt
a.rvioe ~.aet..,~ Fund Suret1 BonO will. proviae that upon noUCe from
the Payi~q A9~nt ~Q the Insurer tQ the .tlect that in,ufficitnt
,"",oun'-, are O~ deposit in the ~bt 1;@;vloe Fund to pay the pflncipal
6f (at maturity or pU~'1,l8ftt to mondatotf r.~.mption re~ulre~.~ts) ~d
interest on the 1iAl Bond., the t~.urer will promptly deposit with
lhe Pa,l'.I.Aq Aqeft.t all ..~unt .utti~d..l1t to p.Y the priucd.p&l ot M4
iJ'1teit!ult 021 the 1iJU 80116.. or the .vai1ab~e Mount of the Debt
lervice I..erve r~~ Surety Bond, whIchever l' lees. Upon the later
of: (1) thu. (3) days after receipt by the Illsurtt of . De"'aad for
Pay.MeAt in the :O~ 4~tached to ~he D~~~ Swrvice Reserve Fund sur.ty
Bou4, dull" e.eC\l.t.e4 J:Jf the pal"1~9 ^'itnt; o~ (U) the pal'1'l'D.t date o~
the ObliqAtionw &S specif1e4 !~ the gem.cd for Paym.nt p~e8eAt.~ by
th. PayiD9 Agent to the ID'ure~, the I~,ur.r will make a 4epo.it o~
fU&l~. 'ia &~ 6CCQ'Q.At with C1Ub"k; M.A., ill Now yoX"t, New 'rod, or
It.1l ilucceesor, '1.ift1cieat tor tile p~ymftnt to tbe paylA9 Agent, of
amo\U\tl whiCh are then due to the PayJ.Dy AeJtnt (~I spe~ifiecS in Che
Deaand for ~o~ent) SUbject to tn. Surety BoneS Covetoie.
The .yo!l~le emoUDt of ~ Debt Service ...erve rUDG SuretrBODQ
iliI the J,a.ltie1., lac;. amou.t of the Ptbt; Serv!e. It.aerve rq4 Surety
BODd lell th. arnou~t ot. OAY frtvlou. depo'its by t~. I~,u~er with the
FaytllC1Agellt whloh have not been &'e~\1rSl!l4 by Ule~. ne ~
and tM In'urer have .nte~ed lAt.O a r.t.uuciol Guaruty Agreement
d.ated [ 1 (the "Agte6MeAt"). Pununt to the A9;"pent,
the ~ i. t6q~ir.a to ~,1mburle tbe lA.Uter, witkin ODe ye~~ of eay
deposit, the OIftO\AAt o~ aUQh defos1t made by the In.su.~'r- wJ.t.h the
payift9 A9'.Z1~ andel" the t1ebt Service ....rv. Func'S Surety 8ond. Such
l'ci.",b'-\J:'ument .hall be "lode only .tter au required depodts to the
Operation fIll'l~ ~aint:.lu).A~~~1'Il FUD.~ and tile Deht. s~1"1'~ce Fun~ ha". beeu
ma~e.
.
U~4.~ tbe term. of the Aql'eement, ~e Pay1nw Agent is required to
rei",buJ:'se th~ InlJ\u:er, w1th int..resto, un~11 Q. faOe iUllOu.nt Of the
Debt Serviuo Re,elli've Fund S~~.ty DOAd 1, X.i~6t.teo beto~e a~y
4epowit is ",&4, to the aeD..r~l "1.l1l~. lfo OpdOI1e.l redem>>tloXl of BOD~S
"'oy be made until the %n.ur.~'s D.bt Servioe Res.rve fund Suretr Bond
if; t>einee.a.t.". The D.:bt Service a..erve FuaQ Su.retr Bond will be
he;l.d by the Pa1"lai Agent.. ill the Oettl' servio. Re..rV8 FunQ ~d is
provided a. ~ .1t~rQ.tiv_ to ~h. ~ depositing fun~8 e~uoi to the
Debt Service leqJ1h.ment t'o~ Ou.t;.*l;andlA9 BQDds. 1'A. Oel:Jt Sel'vice
Recerve Fund S\,I.ret.y 8on4 wll.! be 1.sued in the face emount equal to
ehe Maximum l.nnual tlelJt SV~lc, for el'l.. Bonds, will b.
ftO"-06llltJeUable &.~4 the pum!um thentQr will l)fI t:u.lly paid b)' the
~ aL the time ol deliVery Of tn. Bond..
0563.
~.20