96-44� �f'=-��
RESOLUTION NO. 96-44
A RESOLUTION PROVIDING FOR THE SALE OF NOT TO EXCEED
$9,750,000 GAS SYSTEM REVENUE BONDS APiD $8,500,000 GAS
SYSTEM REVENUE REFiJNDTNG BONDS; FIXING REDEMPTION
PROVISIOI�S FOR TiiE BOND5; SETTIIdG FORTH THE FORM OF THE
NOTICE OF BOND SALE AND SUNIMARY NOTICE OF BOND SALE
REI,ATING TO THE SALE OF SUCH BONDS; DIRECTING PUBLICATION
QF THE SUNIMARY NOTICE OF SALE RELATING TO SUCH BONDS;
PROVII3ING FOR THE OPEIdING OF �iDS RELATING TO THE SALE OF
THE BONDS; SETTING F012TH THE OFFZCIAL NOTICE OF SALE AND
BID �ORI+2S• PROVZDING THAT SUCH BONDS SHALL BE ISSUED IN
FULL BOOK EIdTRY FORAi AND AUTHQRIZING THE EXECU'I'ION AND
DEI�IV]ERY OF A LETTER OF REPRESENTATION WITH THE
DEPOSITORX TRiTST COMPANY; APPROVING THE FORM OF A
PRELIMINARX OFFICIAL STATEMENT; PROVIDING FOR COMPLIANCE
WITH A CONTINUTNG DISCLQSURE CERTIFTCATE; AUTHORIZING THE
SELECTTON OF A REGISTRAR AND PAYING AGENT; AUTHORIZING
THE PURCHASE OF NlUNICIPAL BOND INSURANCE; AUTHORIZING THE
PURCHASE OF DEBT SERVICE RES�RVE FUND SLTRETY BONDS;
AUTHORIZY�tG THE EX�CUTION OF A FINAI3CIAL GUARANTY
AGREEMEI�TT &VITH AM�AC IPtDE1�TITY CORPORATIOld; PROVIDING
CERTAIN OTFiER 1�YATTEAS IAT CONNECTIOId THEREWITH p AND
PROV3DING A,N EFFECTIVE DATEe
WHEREAS, on August 15, 1997., the City Commission of the City
of Clearwat�r, Florida (the "City'� or the °Issuer°) enacted
Ordinance No. 5118-91 (the ��Oriqinal Ordinance��) to provide for the
issuance of bonds payable from Net Revenues of the Gas System (as
de�ined thereinj; and
WHEREA3, on Sept�mk�er 1, 199�4, �h� Ci�y enacted Ordinance No.
5665-94 (the fOSeries 19948 Boncd OrdinanCe"j which authorized the
issuance of na� to exceed $26,750,000 City of Clearwater, Florida,
Gas System Revenue Bonds, Series ['to be determined], as Additional
Parity Obligations uz�der the Original Ordinanoe to finance the
costs of the Series 1994B Projects (as defined in the Series 1994B
Bond Ordinance); and
WHEREAS, on June 6, 1996, the City enacted Ordinance No. 6030-
96 (the '�Refunding Oi:dinance��, which togetha� with the Original
Ordinance and th� Series 1994B Band Ordinance, collectively, the
"Bond ordinance��) which authoriz�d the assuance o£ no� to exceed
$8,500,000 City o� C3.earwa�er, F'l.orida, Gas System Revenue
Refunciing BandS, Series [�o �e determiri�d� (�h� ��Refunding Bonds�� j,
as Additiona7� Pa�ity Obligatians under the Oric�inal Oxdinance to
Resolution No. 9�-44
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advance refund a portion of the City's outstanding Gas System
Revenue Bonds, Series 1991 (the "Refunded Bonds"); and
WHEREAS, it is in the best interest of the City to designate
the portion of such bonds to finance the Series 1994B Projects as
"Gas System Revenue Bonds, Series 1996A," (the 10Series 1996A
Bonds" ) and to designate the Refunding Bonds as "Gas System Revenue
Refunding Bonds, Series 1996B" to reflect the year of their
issuance; and
WHEREAS, it is in the best interest of the City to provide for
the public sale of not �to exceed $9,750,000 of Series 1996A Bonds
and $8,500,000 of Refunding Bonds;
NOW, THEREFORE, BE IT RESOLVED BX THE CITY COMMISSION OF THE
CITY OF CLEARWATER, FLORIDA, as follows:
SECTION 1. SERIES DESIGNATION. The not to exceed $9,750,000
of th� Gas Sys�em Revenue Bonds, Series [to be determined]
authorized by the Series 1994B Bond Ordinanae being offered
pursuant to this resolution are hereby designated as Series 1996A
Bonds (the "Series 1996A Bond�10) and the nat to exceed $8,500,000
af the Gas System Revenue Refunding �onds, Series [to be
determinedj authorized by the Refunding Ordinance being offered
pursuant to �this resolution are hereby designated as Series 1996B
Boncls (the 10Sexies 19968 Bonds") .
SECTION 2. PUBL,IC SALE. There are hereby authorized to be
sold pursuan� to a public sale not to exceed $9,750,000 City of
Clearwater, Florida, Gas System Revenue Bonds, Series 1996A, and
no� to exceed $8,50Q,000 City of Clearwater, Florida, Gas Sys�em
Revenue Refunding Bonds, Series 1996� (�he Series 1996B Bonds,
together with the Series 1996A Bonds, the "Series 1996 Bonds").
SE�TZON 3. PROVISIONS k'OR REDEMPTION. The Series 1996 Bonds
maturing pr�.or �rs or t�n �epternber ]., 2004 are no� subject to
redemption prior to their ma�urity date. The Series 1996 Bonds
ma�uring af�er Sept�a►ber 1, 2004 are subject to redemptian at the
option of th� City prior to maturity on ox after September 1, 2004,
in whole at any �im�, or in par� from iime �o time, on any interest
payment date in such manner as shall be dstermined by the City at
the redemption prices expressed as a percentage of the principal
amount of the Series 19�6 Bonds to be redeemed as set Eorth below,
together with accrued interest to the date fixed for redemption.
Pex'�od Dur.{hq. Wh.ich Redeemed
Sep�emb��' 1, 2Qaj3 �11�COUg11 AUtgt15� 3�,r 200�
Se��emi�e� �., 2005 th�ough Aur3us� 31, 2006
5ep�em�er ]., 2od6 and therea£ter
Redemption Price
jPer�en#:�ae of Par)
102�
101
100
Resaltt�ion No. 96-44
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SECTION 4. SALE OF SERIES 1�96 BONDS. The Finance Director
is hereby direc�ed to publish the Summary Notice of Sale of the
Bonds in a newspaper regularly distributed in the City of
Clearwater and in The Bond Buyer, such publications to be on such
date as shall be deemed by the Financ� Airector to be in the best
interest of the Issuer and such publications to be not less than
ten (10) days prior to the date of sale; and to publish such Notice
in such other newspapers on such dates as may be deemed appropriate
by the Finance Director.
Proposals for purchase of the Series 1996 Bonds will be
received at the office of the Finance Director of the City, 100
South Myrtle Avenue, Clearwater, Florida 34616, from the time that
the Notice of Bond Sale is published until 11:00 a.m., Eastern
Daylight Sawings Time, on June 27, 1996 (the "Bid Date").
SECTION 5. APPROVAL OF FORMS. The No�ice of Bond Sale,
Suinmary Notice o� Sale of the Bonds and �the Af�icial Bid Forms to
be submitted �or purchase of each series of the Series 1996 Bonds
shall be in substan�ially �the forms annexed hereico, as Exhibits A,
B, C, and D, respectively, together with such changes as shall be
deemed nec�ssary or desirable by the Finance Director, incorporated
herein by reference.
SECTTON 6. BOOK ENTRY ONLY BONDS. It is in the best interest
of the City and �he residents and inhabitants thereof tha� the
Ser�.es 1396 Bonds be issueci utilizing a pure book-entry system of
registrationm Tn �urtla�rance �hereof, the Ci'ty authorizes the
execution arad c3�:l�.�rery of a Le�ter af Representation with the
Depository Trus� Company iaz substantiaily the �orm at�ached hereto
as Exhibi� E and �he Mayor-Commissianer or the City Manager are
hereby �uthorixed to execute and deliver tixe Letter of
Represen�ation �ri�h suoh ciianges, insertions and omi.ssions as shall
be approved by tl�e o�ficer of �he City executing the same, The
City hereby ratifies and �pproves the terms anc3 conditions set
forth on Exhibi� E attached h�reto. Such �erm� and provisions
sha11 be cieex�ed �o b� in.^,orp�rat-ed herein and in the Ordinance as
if set for�h a� length. For so long as �he Series 1996 Bonds
remain ira such book entry only system of registration, in the event
of a conflict between the provisions of �he Ordinance and the
provis3.ons af Exhibit E a�tached hereto the terms and provisions of
Exhibit E sha�.l prevail.
SECTSON 7. PRELIM7NA12Y OFFiCIAL STATEMENT. The Mayor-
Commissioner and Financs� Di.rector are authnrized and directed to
cause a Preliminary Official Sta�ement to be ,prepareci in
substantially the form attached h�reto as Exhibit F, with such
changes, ins�xtions and omissions as sha�.l. be approved by� the
Mayor-Cammissioner and Finance Dfrec�nr, containing a copy of the
attaahed Natice of �and Sale and Of�3.cia1 Sid �'orm� anci ta Purnish
a copy of' ��ch Preliminary Officia7. Statement �o interested
bidde�s. The Mayoz��commissioner and Financ� Di�ector are
3 :i2esolutiori No� 96--44
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authorized to deem final the Preliminary Official Statement
prepared gursuant to this Section for purposes of Rule 15c2-12 (the
"Rule") of the Securities and Exchange Commission. Upon the award
of the Series 1996 Bonds to the successful bidder, the City shall
also make available a reasonable number of copies of the
Preliminary Official Statement �o such bidder, who may mail such
Preliminary Official Statements to prospective purchasers at the
bidder's expense.
SECTION 8. CONTINUING DISCLOSURE. The City hereby covenants
and agrees that, in order to provide for compliance by the City
with the secondary market disclosure requirements of the Rule, that
it will comply with and carry out all of the provisions of that
cert�in Continuing Disclosure Certificate in substantially the form
attached �ereto as Ea�hibit G, to be executed by the City and dated
the date of issuance and delivery oi the Szries 1996 Bonds, as it
may be amended from tim� to time in accordance with the terms
thereof (the "Continuing Disclosure Certificate"). Notwithstanding
any other provision of t�is Rasolu�ion, failure of the City to
conply with such Continuing Disclosure Certificate shall not be
considered an event of dePault; however, any Bondholder may �ake
such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the City
to comply with its obligations under this Section.
SECTId� 9. RE�ISTRP,Z2 AND PAYING AGENT. First Union National
Bank of F2oxida, Jacksonville, Florida, is hereby appointed as
Registrar and Paying Agent for the Series 1996 Bonds.
SECTIQN 10. MUNICIPI�L BOND IN�T,JRANCE POLICIES AND RESERVE
ACCOUNT STJFtEfiY BONDS. Pu�suant to the Bond Ordinance, AMBAC
Indemni�y Corporation ("AMBAC Indemnity01) has been selected to
provide i�s Diunicipal Bond Insur�nce Policies as the Credit
Facility (as definad in �he Bond Ordinance) as additional security
for payment of pxincipal and �.nterest on the Series 1996A Bonds and
Series 1996B Bonds, respec�ively, and to provide its debt service
resexve �urety bands (the "Surety Boncis01} in the amount of the
applicable Reserve Requirements to �und the subaccounts of the
Rese�ve Account for �he benefi�t of the Series 1.996A Bonds and
Series 19968 Bonds, respectively. Selection of AMBAC Indemnity as
the Crecii� Fac31i�}� Issuer (as defined in the Sond Ordinance) and
AMBAC Indemnity �s the provider of the deb� service reserve fund
surety is her�b� �atified and confirmed and payment for such
Municipal Bonc1 Insurance Policies and 5urety Bonds Pram procesds oi
each of the series of the Series 199G Bonds is hereby authorized.
The Issuer her�by a�cep�s the terms, conditions and agreements
relating to i:he Municipal Bond Insurance Policies and the Sure�y
Bonds in accordance with the CQmmi�ment for Municipal Bond
insu�ance anci Conuni�ment ior Surety B�nd, �ach as attached here�o
as Eschibit H and incorparated hereirt. .A statement oE insurance is
hereb� au�harized to Yae prin�ec� on or attiached �o each series of
the Series 1996 �onds for ��e benefit and information af �he
4 Resalution No. 96�44
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holders of the Series 1996 Bonds. The Mayor-Commissioner is
authorized to sxecute and the Clerk is authorized to attest a
Guaran�y Agreement in substantially �he form attached to the
Commitment for Surety Bond attached as Exhibit H hereto, with such
cha�ges, insertions and omissions as may be approved by such
officers.
In addition to the covenants and agreements of the City
previously contained in the Bond Ordinance regarding the rights of
AMBAC Indemnity as the Credit Facility Issuer and the provider of
�he debt service reserve fund surety bonds, which are hereby
incorparated herein, the City hereby makes the following additional
covenants and agreements for the benefit of AMBAC Indemnity and the
iiolders of the Series 1996 Bonds while the Municipal Band Insurance
Policies insurzng i�he Series 1996 Bonds and the Surety Bonds are in
full force and e�fec't s
COVENAIdTS REGARDYIdG MUNICIPAL BOND INSURANCE POLICIES. As
lang as the Nlunicipal Bond Insurance Poli.cies sha11 be im full
force and �ffec� with respect to the Series 1996 Bonds, the Issuer
agrees to compiy with the �ollowing provisions:
(A) Consent of AMBAC Indemni.tv.
Any provision herein or in the Bond Ordinance expressly
recognizing or granting rights in or to AMBAC Indemni�y may
not be amended in any manner cahich affects the rights of AMBAC
Indemnity hereuncler or �hereunde� without the prior written
consent of AMBAC Indemnity.
Unl�ss otherwise provided in �his Section, AMBAC
Tndemnity's aonsent shall be required in addition to
Bondholder consent, when required, for the iallowing purposes:
(i) �xecution and delivery of any supplemen'tal resolution;
(ii) removal oi the Paying Agent and selection and appointment
of any successor Paying Agent; and (ia.i) initiation or
approval of any acti�n not descrilaed in (i) or (ii) above
which requires Bondholder consent.
Any rec+rganization or liquida'tion plan with respect to
the Issuer mus� be acceptabl.e to A�l1BAC Zndemnity. Tn the
event of atay reorganiza�ion or liquidation, AMBAC Indemnity
shall have the right tc� vate on behalf of aZl bondholders who
holci AA�SAC Sndemn�.ty-insur�d bands absent a defaul� by AMBAG
Indemni�y under the appliaable Municipa7. Bond Insurance
Poiicies insuring suah Series 2996 Bonds.
Any�hinc� herein or in the Bond Ordinance to the can�rary
notwi�hstandi.ng, ugon �hs c�ccurr�nce �nd aontinuance o� an
even� of t?e�ault as defin�d the�ein, AMBAC �mdemnity shall. be
en�i�led ta contzol. and direat the e1�Ear.cement of all. rights
.""i Resalution T�o, 96�-44
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and remedies qranted to the Bondholders under the Bond
Ordinance.
(B) Notices To Be Given To AMBAC Indemnitv.
The Issuer shall furnish to AMBAC Indemnity (to the
attention of the Surveillance Department unless otherwise
indicated:
(i) as soon as practicable af�ter the filing thereof, a
copy of any financial s�atement of the Issuer and a copy of
any audit and annual report of the Issuer;
(ii) a copy of any notice to be given to the registered
owners of the Series 1996 Bonds, including, without
Zimitation, notice of any redemption of or defeasance of
Series 1996 Bonds, and any certificate rendered pursuant
hereto relating to the security for the Series 1996 Bonds; and
(iii) such addi�ional informa�tion it may reasonably
request.
The Issuer shall notify AMBAC Indemnity of any failure of
the Yssuer to provide relevant notices, certificates, etc.
The Issuer urill permit AMBAC Indemnity to discuss the
affairs, finances and accounts of the Issuer or any
information ANiBAC Indemnity may reasonably request regarding
the security for the Series 1996 Bonds with appropriate
o�ficers of the Issuer. The Issuex will permit AMBAC
Indemnity �a have �ccess to th� Project and have access to and
to make Gopies of all books and records relating to the Series
1996 Bands at any reasonable time.
AMBAC Tndemnity shall have the right to direct an
accaunt�.ng at the Issuer's expense and the Issuer's failure to
comply with such direction within �Ehir�y (30) days after
receipt of written notice of the direction from AMBAC
Indemnity shall be deemed a default under the Bond Ordinance;
provided, however, �hat if compliance cannot occur within such
per�od, the�► such peri.od will be sxtended so long as
compliarlc� is begun within such perio�i anci diligently pursued,
but only af such ex�ension would not materially advers�l}►
affec� th� interests af any registered owner of the Series
1996 Boz�ds.
Notwithstanding any other grovision of the Bond
Ordinance, the Issuer shall immediately nntify AMBAC Indemnity
if at any time ther� are insufficient moneys to make any
payin�nts oP principal and/or interest as �equired and
immediately upon the occurrence af any event o� default under
the Bond Ordinance.
6 Resolution No. 96-44
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To the extent that the Issuer has entered into a
continuing discldsure agreement with respect to the Series
1996 Bonds, AidBAC Indemnity shall be included as a party to be
no�ified thereunder.
(C) Payment Procedure Pursuant �o Municit�al Bond
Insurance Policies.
The Issuer agrees to comply with, or cause to be complied
�aitii, the following provisions:
(a) At least one (1) day prior to all interest payment
dat�s for �he Series 1996 Bonds (each an "Interest Payment
Date") �he Paying Agent will determine whether there will be
su�ficient funds in the funds and accounts to pay the
principal af or interest on the Series 1996 Bonds on such
Inter�st Faybnent Tat�. Tf �h� Paying Agent determines ichat
there will be insufficient funds in such funds or accounts,
the Paying P,gen� shall so no�tigy AMBAC Indemnity. Such notice
shall speci�y th� amount of the an�tici.pated deficiency, the
Se�ies 1996 Bonds to which such deficiency is applicable and
whether such Sexies 1996 Bonds will be deficient as to
principal or interest, ox both. I€ the Paying Agent has not
so notcifi�ci AMBAC Tndemnity at least one (1) day prior to an
Interes� Payment Date, AMBAC Indemnity will make payments of
principal or interest due on the Series 1996 Bonds on or
before the firs�t (ist) day next following the date on which
�IBAC Indemnity shall have received notice of nonpayment from
the Paying Agent.
(b) Thp Paying Agent shall, after giving notice to AMBAC
Indemnity as p�ovi�.�cl in (a) above, make available to AMBAC
Indemnity and, at AMBAC Indemnity's direction, to �the United
States Trus� Comp�zay af YdeG� York, as insurance trustee for
AMBAC Tndemnity or any successor �.nsurance trustee (the
eolnsurance TY'L1S'�'.e2") ,�he reqistration baoks of the Issuer
maintained by the Paying Ag�nt and all records relating to the
funds �nd accoun�s mai�x�ain�d uinrler �k�e Bond Ordinance.
(c) The Paying Agent shall provide AMBAC Indemnity and
the znsurance �'ruste� with a list a� registered owners of
Series 1996 �onds en�i�Cled to receive p�incipal or interest
payments from APiBAG Indemni�:y uncler �he terms of the Municipal
Band Insurance Policies, and sh�ll mak� arrangements with the
Insurance Trustee (ij to mai.l checks or drafts to the
regis��red owners oE Series 1996 Bonds entitled to receive
full or partial int�rest payments f�om 11YMBAC Indemnity and
(ii) to pay principal upon Series 1996 �3onds surrendered to
the Insurance Trustee by the registered owners of Series 1996
Bonds �nti�leri to receive full ar par�ial principal payments
from AMBAC Indemnity.
7 Resolu�ion No. 96-44
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(d) The Paying Agent shall, at the time it provides
no�ice to AMBAC Indemnity pursuant to (a) above, notify
registered.owners of Series 1996 Bonds entitled to receive the
payment of principal or interest thereon from AMBAC Indemni�y
(i) as �o the fact of such entitlement, (ii) that AMBAC
Indemnity will remit to them all or a part of the interest
payrnents next coming due upon proof of Bondholder entitlement
to interest payments and delivery to the Insurance Trustee, in
form sa�isfactory to the Insuzance Trustee, of an appropriate
assignanent of the registered owner's right ta payment, (iii)
�t�at should they be entitled to receive full payment of
prineipal from AI�BAC Indemnity, they must surrender their
Saries 1996 Bonds (along with an appropriate ins�rument of
assignmen� in form satisfactory to the Insurance Trustee to
permiic ownership of such Series 1996 Bonds to be regis�ered in
the namc� of A1�IBAC Indemnity) for oayment to the Insurance
Trustee, and not the Paying Agent, and (iv) that should they
be enti�led to receive partial payment of principaZ from AMBAC
Inde3nnity, tYaey must surrend�r their Series 1996 Bonds for
paymen�. thereon first to the Paying Agent, who shall note on
such Series 1:996 Bonds the portion of the principal paid by
�he Paying Agen�, and then, along with an appropriate
ins�rument of assignment in form satisfactory to the Insurance
Trus�ee to the %nsurance Trustee, which will then pay the
unpaid portion of the princiFal.
(e) In iche event that the Paying �gen� has notice that
any payment of principal of or interest on a Series 1996 Bond
which k�as become Due for Payment and whicka is made to a
Bondholder by or on behalf of the Issuer has been deemed a
preferentaal transfer and theretofore recovered from i�ts
reqistered owner pursuant to�the United Statas Bankruptcy Code
by a�rustee in bankruptcy in accordance with the final,
nona�pealable order of a court having competemt jurisdiction,
the Paying Agent shall, at the time AMBAC Indemnity is
no�tified pursuant to (a) above, notify a11 registered owners
�ha� zn the even� 'tha� any regis'tered o�rner°s payment is not
recovered such registered owner will be entitled to payment
irom P,.�BAC Indemnity to iche ext�nt of such recovery if
suFficient funds are not otherwise available, and the Paying
Agent shall fu�nish �o AMBAC Indemnity its records evidencing
the payment of principal of and i�xterest on the Series 1996
Bonds which have been made by the Paying Agent and
subsequently recovered from regis�.ered o�aners and the dates on
which such payments were made.
(£) In addition to those rights gran�efl AMBAC Indemnity
hereunder and under the Bond ardinance, AMBAC Indemnity shall,
to the ex��n� it makes pagnnent of principal of or interest on
Series ].996 Bonds, become subrogated to the rights of the
r�cipients of such payments in accardance with the terms of
the Municipal Bond Insurance Policies, and to evidence such
8 Resolution No. 96-44
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sub�ogation (i) in the case of subrogation as to claims for
past due interest, the Paying Agent shall note AMBAC
Indemnity's rights as subrogee on the registration books of
the Issuer �aintained by the Paying Agent upon receipt from
ANN�AC Indemnity of proof of the payment of interest thereon to
the registered owners of the Series 1996 Bonds, and (ii) in
the case of subrogation as to claims for past due principal,
the Paying Ag�nt sha11 note AMBAC Indemnity's rights as
subrogee on the registration books of the Issuer maintained by
�he Paying Agent upon surrender of the Series 1996 Bonds by
the regis�ered owners thereof, together with proof of the
payment of principal �hereof.
(D) Pavina Aaent-Related Provisions.
The Paying Agent may be removed at any time, at the
request of AMBAC Indemnity, for any breach of the trust set
forth herein and ir� the Bond Ordinance. AMBAC Indemnity sha11
receive prior 4rritten notice of any resignation of the Paying
Ac�en�. Any st�ccessor Paying Agent sh.all no�t be appoin�ed
unl�ss AMSaC approves such successor in writing.
Notwithstanding any other provision hereof of or the Bond
Ordinance, in determining whether the ra.ghts of the
B�ndhalders will be advers�ly a.ffected by any action taken
pursuan� to the terms and provisions hereof, the Paying Agent
shali consider �he e£gect on �he Bondholdex°s as if there were
no Municipal Bonci Insurance Polic�es.
Not��ithstanding any other provision hereof or of the Bond
Ordinance, no removal., resignation or termination of the
Paying Ageret shall take effect until a successor, acceptable
�o AMBAC Tndemnity, shall be appointed.
(E) Thixd-Party Benefzciary. To the extent that this
r�solu�ion ox the Bond C�rdinance confexs upon or gives or
grants to .Al`+II�AC indemnity any ri.ght, remedy or cZaim under or
by reasan hereof nr thereof, AMBAC Indemnity is hereby
eYplicitly recognized as being a third-party beneficiary
hereunder or �hereunder and may enforce any such right, remedy
or claim conferred, given or granted hereunder or thereunder.
(F) Par�ies Interested Herein. Nothing in this
Resolution or the Bond Orciinance expressed or implied is
in�ended or shall be construed �to confer upon, or to give or
grant to, any person or entity, o�ther than the Issuer, AMBAC
Indemnity, the Paying Aqent and the ragistered owners of the
Bonds, any righ�, rem�dy o� claim under or by reason hereof or
any covenan�, conditian or s�ipulation hereoE or thereof, and
a�.l covenants, stipulations, �aromisas and agreements herein
and the�ein contained by and on behalf of the Issuer shall be
for the sole and exclusive benefit of the Issuer, AMBAG
9 Resoltttion No. 95-44
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Indemnity, the Paying Agent and the registered owners of the
Series 1996 Bonds.
(G) De£easance. Notwiths�anding anything herein or in
the Bond Ordinance to the contrary, in the event that the
principal and/or interest due on the Series 1996 Bonds shall
be paid by AMBAC Indemnity Corporation pursuant to the
Muni.aipal Bond Insurance Policies, the Series 1996 Bonds shall
remain Outvtanding for all purposes, not be defeased or
othere�ise satisfied and nat be considered paid by the Issuer,
and the assignmeni� and pledge hereunder and under the Bond
O�cdinance and aal covea�ants, agreements and other obligations
of �he Issuer to the registered owners shall continue to exist
and shall gun to the bene�it of AMBAC indemnity, and AMBAC
Indemni�y shall be subrogated to the rights of such regis�ered
od�ners .
CoVEN�NTS R�'G�ING SURETY BONDS. As lonq as the Surety Bonds
shaZ� 3ae in fu11 force and eLfec� wi�h respect to the Series 1996
Bonds, the Issuer agrees to comply with the following provisians:
(A) Consen4 �f AMBi�t: Indemnitv.
,�ny �r:�;rision her�in or in the Band Ordinance expressly
recognizinc� or grantinq rights in or to AMBAC Indemnity may
not be amended in any �anner which affects the rights of AMBAC
Inclemnxty hereunder or thereunder without the prior written
cons�nt o� �AC Tndemriityo
ilnless oth�rwise pravided in this Section, AMBAC
Inclemnity°s consent sha11 be required in addition to
�ondhold�r aonsen�i, when required, for the following purposes:
(i) execution and delivery of any supplemental resolution;
(iij removal of the Paying Agent and selection and appointment
of any successor Paying Agent; and (iii) initiation or
approval oi �ny ac�ion not described in (i) or (ii) above
w�ai�h req2aa.r�s �onsiholder consent,
(B) Notices To Be Giv�n To AMBA� Indemnitv.
The Issuer shall furnish to AMBAC Indemnity:
(i� as soon as practicable after the filing thereof, a
copy of any iinanc:ial statemen� oP th� Issuer and a copy of
any audit and annual report of the Issuer;
(ii) a copy of any notice to be given to the registered
owners of the Series 1996 Bonds, and any aertificate rendered
puxsuant hereto rela�ing to the security ior the Series 1996
Bonds; and
10 Resolution No. 96-44
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(iii) such additional informa�ion it may reasor►ably
request.
The Issuer will permit AMBAC Zndemnity to discuss �ha
affairs, finances and accoun�s of the Issuer or any
information AMBAC Indemnity may reasonably request regardinq
the security for th� Series 1996 Bonds with appropriate
o�ficers of the Issuer. The Issuer wi].1 permit AMBAC
Ind$mnity to have access to the Project and have access to and
to make copies pf all.books and records relating ta the Series
1996 IIonds at any reasonable time.
Notwithstanding any other provision hereof or of �Ch.e Bond
O�dinai�ce, 'che issuer shall immediately notifp AMBAC Tndemnity
if at any �ime there are insufficien� moneys to make any
payments of grincipal and/or interest as required and
i�med.iatel�� upon the occurcrerrc� of ( i� any even�t of default
hereunder or thereundez�, or (iij any payment default under any
r�lated securi�ty agreement.
To the extent that the Issuer has entered inta a
continuing disclosure agreement with respec� to the Series
1996 Bonds� AMBAC Indemnity shall be inc].uded as a party to be
noti.�ied thereunder.
(C) Pavment Procedu�e Pursuant to Suretv Bonds.
(ij Ir► the event and �o the extent that maneys on
deposa.t in the Sinking Fund, plus all amounts on deposit in
and credited to the resp�ctive subaccounts of the Resexve
Accoun� for �he benefi� af the Series 1996A and Series 1996 B
Bc�nds, �respectively, therein, in �xcess of the amount of the
Surety Bonds, �re insufficient to pay the amoun� of p�-incipal
and interest c�ming due, then upon the later of: (1) one (1)
day after r�a�igt by the GPne�al Counsel oi AMBAC Indemnity of
a ciemand for payxaent in the �orm a�tached �o the Suraty Bonds
as Attaahment 1(tlhe "Denand for Payinent°'), has not been made
�CO the Paying Agen�; a�c (iaj the payznent date of the
Obligations as specifi�d in th2 Demand fpr Faymen� presented
by the Paying Agen� �o the General Counse3. af AEdBAC Zndemnity,
AMSAC Indemnity will make a deposit af funcis in an account
�vith the �'aying P.gen�t or i�s suacessqr, in New York, rlew York,
su�ficien� far the payment �.o the Payinq Aqr.a.�, �f amounts
which are then due ta '�he Payi.nq Agent hereunder {as speoified
i� th� Demand �ar Paymentj up �0 3aut not in excEss of �he
Surety Sand Caverage, as defin�d in the Surety Bonds;
gxav�dedr hows�rer, that in the even� tha� tiie amoun� on
depQS,it itti a� credi�ed �:d, t%e r'espeotive subaccounts af the
�tese�v� Acaount �o� the b�n�fi� of the 5eries 1.996A Bonds ancl
Se�a.es 1996� ]�onds, xn adclition �o �he amo�tnt av�ilabl.e under
the Su�`e�y Bor�cis, it�Cludes amaunts a�tailabl� �index a letter o£
credit, insur�nce policy� surety bond or other such f�tnding
].1 Resoiutiori No. 96-�44
.� �,
instrwnen� (the "Additional Funding Instruments"), draws on
the Surety Bonds and the Additional Funding Instruments shall
be made on a pro rata basis to fund the insufficiency for the
Series 1996A Bonds and/or Series 1996B Bonds.
(ii) the Paying Agent sha31, af�er submitting to AMBAC
Indemni�y the Demand for Payment as provided in (i) above,
mak� available to r'�YMBAC Indemnity all records relating to the
Funds and Accounts maintained under the Bond Ordinance.
(iii) the Paying Agent shall, upon receipt of moneys
received from the draws on the Surety Bonds, as specified in
the Demand for Payment, credit the respective subaccounts of
the Reserve Account for the benefit of the Series 1996A Bonds
and Series 19968 Bonds to the extent of moneys received
pursuan� to such Demand.
(iv) the respec�ive subaccounts of the Reserve Account
for the benefit of the Series 1996A Bonds and the Series 1996B
Bonds siiall be replenished in the follawing priority:
(a) principal and interest on the Surety Bonds and on the
Additional Funding Instruments, if any, shall be paid from
first availabZe Revenues on a pro rata basis, (b) after all
such amounts are paid in full, amounts necessary to fund the
respective subaccoun�s of �he Reserve Account for the benefit
og the Serias 1996A B�nds and the Series 1996B Bonds to the
required 1PVeI, after taking into account the amounts
avai7�ab1� under the Surety Bonds and the Additional Funding
Ynstruments, if any, shall be depe�sited from next available
Revenueso
SJEC7��ON �.1. AWI�RD O�' BIDS. The Finance Director is hereby
authorized �o accept �he bicis for the Saries 1996 Bonds. The City
Manager and �he Finance Di�ector are hereby authorized to award the
sale of the Series 1996A Bonds and/or the Refunding Bonds,
respec�iv�ly, on their determination oi the best bid submitted in
accordance with �he texms of the Notice of Bond Sale provided for
herein and wiichi.r� the following parameters: (1) in the case of the
Series i996A Bonds, the true interest cost rate shall not exceed
7.00�, and (2) in ithe case of the Refunding Bonds, the true
interes� cast rate shaTl not exceed 7.00� and the refunding of the
Refur►ded Bonds by the Refunding Bonds shall prnvide the City with
a ne� presen� value savings of not 1.�ss than 4.0� of the par amount
of the Refunded Bands. The City Manager and the rinance Director
are her�by authorized �o award the sale of either the Series 1996A
Bonds or the Refunding Bonds as set forth above or to reject all
bids for either or both series of Series 1996 Bonds. Such award
shall b� Ei.nal.
SE�TiOId 12. EFFECTSVE DATE. Thi� �esolu�ion shall take
effect immediately upon adap�ion.
12 Reso].ution No. 96-44
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Passed and adopted by the City Commission of the City of
Clearwater, Florida, this bth day of .TLne , 1996.
Approved as to form and
lega� sufficaency:
�Y.-�__�_.l- �
Pamela Ke Akin, City �.ttorney
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CITY OF CLEARWATER, FLORIDA
��
Rita Garvey
Mayor-Commissioner
Attest:
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Cyn ia E. Goudeau, City C1erk
Resolution Na. 96-44
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EXHIBIT A
FORM OF NOTICE OF BOND �ALE
Resolution N'o. 96-44
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OFFTCIAL NOTICE OF BOND SALE
$8,695,000 *
CITY OF CLEARWATER, FLORIDA
GAS SYSTEM REVENUE BONDS, SERIES 1996A
and
$6,445,000 �
CflTY OF CLEAR�i'VAT�JR, FLORIDA
GAS SYST�cNi REVENUE ItEFUNDIlYG BONDS, SERIES 1996B
Sealed pzoposals will be received by the City of Clearwater, Florida (the "Cit}�') at the offices of the
Finance I?irector of the City, 1Q0 $outh Myrde Avenue, Clearwater, Florida 34616 by 11:00 a.m. (Eastern
Daylight Savings Time), on June 27, 1996, for the purchase of the City of Clearwater, Florida, Gas System
Revenue Bonds, Series 1996A (the "Series 1996A Bonds") and for the City of Clearwater, Florida, Gas System
Revenue Refunding Bonds, 3eries 1996B (the "Series 199bB Bonds" or the "Refunding Bonds", together with thz
Series 1996A Bonds, the "Sesies 1496 Bonds"). The proposal for the Series 1996A Bonds, together vvith the good
faith deposit described hela�v, should be enclosed in a sealed envelope mazked "Proposal for $8,695,(300" City
of Clearwater, Florida, Gas System Revenue Bonds, Series 1946A; Do Not Open Until 11:00 a.m. (Eastern
Daylight Savings Time), Jvne 26, 199b", and the proposal for the Refunding Bonds, togethes with the good faith
deposat described below, should Ise enclosed in a sealed envelope marked "Proposal for $6,445,G00$ Ciry of
Clearcvater, glorida, Gas Systena Revenue Refunding Bonds, Series 1996B; Do Not Open Until 11:00 a.m.
(Eastern Daylight Savings Time), June 27, 1996", or such similar legend which appropriately identifies the
contents thereof.
For� of Series 1946 �onds
�'he Series 1996 Bonds �,vill be issued in book eutry onlq forrn, without coupons, in denominadons of
$5,000 or any integral multiples thereo£ Principal of and any redemption premium on the Series 1996 Bonds
shall be paid to the reg,istered owners at the principal corporate trust office of First Unio� Nadonal Bank of
Florida, Jacksonville, Florida (the "Paying Agent" and "Itegistrar"), upon presentment and surrender of the Series
1996 Bonds. Interest on the Series 1996 Bonds shall be paid to the registered owners as shown on the
registradon b�oks maintained by the Registrar, by ciieck or cirait mailed to each suoh owner's address as shown
on the registration books maintained by the Registrar as of the fifteenth (i5th) day of the calendar month
preceding such interest payment dake. Interes4 will be payable each September 1 and March 1, commencing
Septemises 2, l�96. �.terest �vil! be caiculated on the basis of a 36�D-day year of twelve 30-day months. For so
long as The Depository Trust Gompany, New Yosk, New York, or its nominee, Cede & Co. (collectively, "DTC")
is the registered owner of the Series 1996 Bonds, payments of principal of, redemption premium, if any, and
interest fln tY�e Series 19�3b Bonds will be made directly to DTC. Disbursements of sach payments to the DTC
particepants is the responsibility of DTC and further disbvrsement of sucl� payments from the DTC participants
to the bene6cial owners of the Series 1996 Bonds is the responsibility of the Y�TC pazticipants.
Tnitially one bond will be issued for each matwity of the Series 1946A Bonds and for each matueity of
the Refvnding Bonds in the aggegate principal amount of each such Ynahuity and registered ia the name of
DTC. D1'C, an automated clearing house for securities transactions, will act as seeuri6es depository for the
Series 1996 Bonds. Purchases of We Series 1996 Bonds will be made in book-entry-only form (without
certificafion). it shall be tlie resFsansibility of the Successfui Hidder (as hereinafter defined) for the Series 1936A
Bonds and for the Successful Bidder for tlte Itefunding Bonds to furnisls to DTC an underwriters' questionnaire
nnd to the City tlie CUSIP ntunbers of tlie Series 1996A Bonds and of the Refunding Bonds not less than seven
(� days prior to EUs Closing Date (as hereinaft�r deGned).
'Preliminary, subjeet to change.
��so%.�ion l�o, 96—�`�
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Muturtgy Schedule
The Sesies 199fiA Bonds will mature on September 1 of the following yeazs in [he following principal
amounts:
Series 1996A Bonds
Principal Principal
Maturitv Amount* Maturitv Amount*
1996 ^� -- 2012 $ 135,000
1997 65,OOQ 2013 155,000
1498 65,000 2014 265,000
1499 70,000 1A15 285,000
20aU 80,OOU 2016 300,000
2001 75,QOQ 2017 310,000
2(?02 80,Qt?0 2018 335,000
2A03 85,000 2A19 350,000
2Q04 95,04U 207A 365,000
2�5 90,6Q0 2021 390,000
2Q05 95,0� 2022 410,000
20()7 105,(IU0 2023 430,000
?A(�fi i10,Q00 20?A 460,000
2b09 115,000 2i125 1,52A,000
?A10 12A,Q00 2026 1,61Q000
2011 L25,t200
The Ftetunding Y3onds will mature on Segtember 1 of the follow�ing yeaTS in the following principal
amounts•
R��
�
1997
1998
1999
Z0�l0
20�1
2002
?.d�3
2ED04
Series 19?6B �onds
Principal
�Q�k*
$ 20,000
25,000
?5,000
25,000
325,Q00
345,Q04
3fi0,000
375,Cl00
390,000
Matunty
?A05
2A06
2007
2008
7AQ9
1AlU
2011
?Al2
2013
Principal
Amount'
$415,000
435,000
455,000
475,Q00
SOO,OQO
530,Q00
555,000
590,000
610,000
1� atc►�ryR�d�mn�iagPY'ovisions
If the Sur,cessfut Bidder designates any Series 199GA Bonds or any Refunding Bonds as term bonds as
descrabcd under "Uesi¢�atioa 4f 7'eren ]Bon�s," the follovving mandatary redempdon provisions shall appdy with
respect ttr such desi�nated tec�a bondsi
Z
�esa/�.�ian Nv 9'(�-�f
� F�
The Series 1946[A][BJ Bonds maturing on September 1, _ will be subject to mandatory redemption prior
to maturity, selected by lot, or in such manner as the Registrar may deem appropriate, at a redemp6on price
equal to paz plus accrued interest to the redemption date, on September 1, _, and each September 1
thereafter, from amounts deposited in the Sinking Fund established by the Ordinance, in the following yeazs and
amounts as follows•
Yeaz Amoun
Ooiional RetlereQtion Provisions
The Series 1996 Bonds maturin� on or prior to September 1, ZOQ4 are not subject to redemption prior to
their maturity date. The Series 1946 Boads maturiag after September 1, 2QQ4 are subject to redemption at the
opUon of the City prior to maturity on or after September 1, 2004, in whole at any time, or in part from time
to time on any interest payment date, in such manner as shall �e determined by tfie City at the redemption prices
expressed as a percenfage of tha principal amount of the Series 1996 Bonds to be redeemed, as set forth below,
together with accirued interest to the date iixed for redemption.
RedesnpNon Period Redemption Price
September 1, 2UU4 through August 31, 2005
Septembes 1, ?A05 through August 31, 2006
Septeffiber 1, 2(m6 and thereafter.
Ai@ushneae� of P'rimcanal Amn�unt
102%
101
100
After fmal computation of the bids, to achieve desued debt service levels, the City reserves the right
eitber to increase or deerease �y Principal Amount of the Series 19�15A Bonds and/or the Refunding Bonds
(or any A.morCizadon Installment in the case of a Term Bond) shown on the schedule of Principal Amounts set
forth above (the "h3ariuity Schedule"), by an amount not to exceed five percent (5%) of the stated amount of
each such Principal Amount on the 1VBaturity Schedule and conespondingly adjust the issue size, all calculations
to be roundeci to the nearest �S,OUO.
In the event of any such adjustment in either the 3eries 1946A Bonds or the Refunding Bonds, no
rebidd�.n� or recalculation of the bid submitted with respect to such 3eries 1996A Bonds or Refunding Bonds
will be requared or pexmitted. Yf necessary, fhe total purchase price of tl�e Series 1996A Bonds or the Refunding
Bonds, as thc case aazay be, will bc increased or decreased in direct proportion to the ratio that the adjustment
bears to the aggregate principal amouut of the Series 1S96A Bonds or the Refunding Bonds specified herein;
and the Series 1996A Bonds or the Refunding Bonds, as the case maybe, of each maturiry, as adjusted, will bear
interest at the same rate and must l�ave the sazne initial reoffering yields as specified in the bid of the Successful
Bidder. However, the award will be made to the bidder whose bid produces the lowest true interest cost,
calculated as speafied below, solely on the basis of the bid for the Series 1996A Bonds or the Refunding Bonds,
as applicable, offered pursuant to the Bid Mahuity Schedule of the relevant series of Series 1996 Bonds, without
taking into account any adjusknent in the araount of Series 199bA �onds or Refunding Bonds set forth in the
applicable Bid Maturity Schedlule�
•Preliminary, subject to change.
�e,solu.ilon � .96-4�
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Designation of Terna Bonds
�m�
Bidders may specify that the annual Principal Amounts of the Series 199GA Bonds coming due in any
t�vo or more consecutive years may be combined to form one or more maturides of Series 1996A Term Bonds
scheduled to mature in the last of such yeazs with the preceding annual Principal Amounts for such years
consdtuting mandatory Amortization Instaliments oE Series 1496A Bonds to be selected by lot and redeemed at
a price of par plus accrued interest in accordance with the Resolution.
Bidders may specify that the annual Principal A�ounts of the Refunding Bonds,coming due in any two
or more consecutive years may be combined to form one or more maturi6es of Series 1996B Term Bonds
scheduled to mature in the last of such years with the preceding annual Principal Amounts for such years
cansdtu6n� maadatory !-tmortization Installments of Refunding Bonds to be selected by lot and redeemed at a
price of par plus accrued interest in accordance with the Resolution.
�asic pf �►wstrd
Proposals must be uac:onditional and only for all tl�e Series 1945A Bonds and/or all of the Refunding
Bonds. The purchase price bid for the Series 1496A Bonds may include a discount (including undenvriters'
discoaeat and ariginal issue discount) not to exr.ced two gercent (2%) of the princigal amount of tlae Series 1996A
Bonds and s�all specify how much of the discount is original issue discount. The purchase price bid for the
Re£undiag Bonds ffiay include a discount (inclvding underwriters' discount and original issue discount) not to
exceed two perceat (2%) of the principal amount of the Refunding Bonds and shall sgecify fiow much of the
discount is orignal issue discount. T'he gurchase price bid for each series of Series 1996 Bonds will not deduct
the insurance premium. Said deduction of premium will be made only for the purpose of calculating the true
interest cost. No more than one (1) Proposal for each series of Series 1946 Bonds from any bidder will be
considered. �'he City reserves the right to determine the Successful Bidder for each series of Series 1996 Bonds,
to reject any or all bids and to waive any irregularity or informality in any bid.
The Series 194GA �onds svi.11 be awarded to the bidder (herein refened to as the "Successful Bidder"
as to the 5eries 1995R Bonds) offering such interest rate or rates and purchase price which will produce the
lowest true usterest cost to the Ciry over the life of the Series 1996A Bonds. True interest cost for the Series
1496A Bonds (expressed as an annual interest rate) will be that annual interest rate being twice that factor of
cliscoiant rate, couepounded semiannually, which when applied against each semiannual debt service payment
(interest, or psinsipal and interest, as dve) for the Series 199GA Bonds will equate the sum of such discounted
semiannuai paymeasts to the bid price (inclusive of accrued inteaest). Such semiannual debt service payments
be�in on Sa�tember 1, 1996. 7Che trne interest cost shall be calculated from July 16, 1996, the expected closing
date o� the Series 1446 Bonds (the "Ctosing Date") and shall be basecl upon the principal amounts of each serial
matuxity set forth in tlris Notice of Bond Sale and th�e bid prace set forth in the Proposal for the Series 1996A
�ionds submitted in accordance witfi the Nodce of Bond Sale. In case of a tie, the City�ay select the Successful
Bidder by lot. It is requested Yhat each Proposal for the Series 1996A Bonds be accompanied by a computation
of such tsue interest cost to the City under the term of the Proposal for Bonds, but such computadon is not to
be considered as part of tl�e Proposat for Bonds.
'Y'he Refunding Bonds will be awarded to the bidder (herein refened to as the "Successful Bidder" as
to the itefunding Bonds) offering such interest rate or rates and purchase price which will produce the lowest
true intecest cost to the City over the life of the Refunding Bonds. True interest cost for the Refunding Bonds
(expressed as an annual interest rate) will be that annual interest rate being twice that factor of discount rate,
compounded semiannually, wluch when applied against each semiannual debt service payment (interest, or
prineipal and inierest, as due) for the ltefunding Bonds will cquate the sum of such discounted semiannual
payments to the bid price (incluside of accrued interest): Such semiannual debt service payments begin on
Sepfember 1, 1996. The true interest cost shall be calculated from the Closing Date, and shall be based upon
the principal amonnts of each serial maturity set forth in tivs Notice of Bond Sale and We bid price set forth in
�esvlufion l�o. 9�'�
� F` 'S
each Proposal for each series of the Refunding Bonds submitted in accordance with the No6ce of Bond Sale.
In case of a tie, the City may select the Successful Bidder by lot. It is requested that each Proposal for the
Refunding Bonds be accompanied by a computaGon of such true interest cost to the City under the term of the
PropasaI for Bond; but such computa6on is not to be considered as pazt of the Proposal for Bonds.
Inter�5t RstYes Permitted
The 5eries 1946 Bonds shall bear interest expressed in nultiples of one-eighth (1/8) or one-twentieth
(1/ZO) of one percent. No iaterest rate specified for any maturiry of each series of Series 1996 Bonds may be
lower than any interest rate specified for an eazlier ma:urity of such series. There shall not be a difference
greater than three hundred basis points (300 b.p.) between the lowest coupon and highest coupon wittun each
series of Series 1�6 Bonds. Should an interest rate be specified wluch results in annual interest payments not
being equally divisible between the semiannual payments in cents the first semiannual payment will be reduc.ed
to the next lower cen[ and the second semiannual payment vrill be raised to the next higher cent.
It shall not be necessary that all Serles 199�5 Bonds beaz the same rate of interest, provided that all
Series 1996A Bocds maturing on the same date shall bear the same rate of interest and that all Refunding Bonds
ffiaturing on 4he same dace shall bear the same rate of interest. A rate of interest based upon the use of split
ar suppie�ental interesk payments or a zero rate of interest witl not be considered.
P�inng�emt �and 1Reeistrar
The Paying �,gent and Registrar for the Series 1496 Bonds u Fust Union National Bank of Florida,
7acksonvilte, Fiorida.
.�
Pxincipal of and interest on the Series 1996 Bonds to be issued pursuant to Ordinance No. 5118-91, as
amemded and suppleme�ted by Ordinance No. Sb65-94 and Ordinance No. 6030-9b and all requued sinking fund,
reserve and other payiuents shall be �ayable soIelv from the IVet itevenues of the City's Gas Sysfem, together
witla the eagnings thereon derived from the investsnent thereof in the Funds and Accounts established in the
YZesolution and as inore fiilly descsibed in the Preliminary Official Statemeaat. The lien of the Series 1996 Bonds
upon tbz Net Reveflues is on a parity wlth the City's outstanding $7,680,� Gas System Revenue Bonds, Serics
3491 (except to the extent refunded by tha Refimding Bonds), and the $8,110,000 City of Clearwater, Florida,
Gas System Revenue Bonds, Series 1994A.
The 3esies 1996 Bonds do not constitute a�eneral indebtedness of the City within the meaning of any
coastitudonal, statutory or charter provision or limitaGon, and no Bondholder shall ever have the right to require
or compel the exercise of tbe ad valorem ta�ring power of the City or taxation of any real or personal property
therein �or the paym�nt of the principal of and interest on the Series 1996 Bonds or the making of any debt
service fund, reserve or other payments provided for in tt�e Resolution.
Puruose
Pursuant to the Ordinance, the Series 1996A Bonds are being issued to fmance additions, extensions,
supplements or replacements to the Cit}rs Gas System, to make a deposit to, or to purchase a surety for, the
Reserve Account for the Series 1996A Boncls, and to pay the cost of issuance of the Series 1996A Bonds, and
the Refunding Bonds are being issued to advance refiwd a portion of the Cit}�s outstanding $7,680,000 Gas
System Revenue Bonds, Series 1991(the "Itefunded Bonds"), to make a deposit to, or to purchase a surety for,
the Reserve Account for the Refunding Bonds (net of amounts transferred from the reserve fund for the
Refunded Bonds upan the defeasance of ihe Refunded Bonds}, and to pay the wst of issuance of the Refunding
Bonds.
�e.s`o/u�ion No. q�o- �f�f
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Issaance of SecieS 1996 Bonds
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'The Series 1996 Bonds will be issued and sold by the City of Clearwater, Florida, a miwicipal
corporation organized and e�sting under the laws of the State of Florida. The Series 1996 Bonds are being
issued pursuant to Ordinance No. 5118-91 enacted August 15,1991, Ordinanee No. 5665-94, enacted September
1, 1994, aad Ordinance No. 6030-,aCi, enacted on 3une 6, 1996, as supplemented by resolutions (collectively, the
"Bond Ordinance") by the City of Clearwater, Florida (the "Cit}�') and purs�ant to the provisions of Chapter 166,
Florida Statutes, and other applicable provisions of law.
1Vlunecigaal Bomcl Insurance Policv
A coanmitment to issue a municipal bond insurance policy guaranteeisig payment of principal aad interest
on the Serzes 1996 Boncts has been obtained from . The
price bisl for purchase of the Series 1996 Sonds, as set forth on the Officeal Bid Form, will be reduced by the
xmount of the bond insurance policy premium, for the purpose of calculating the true interest cost rate of the
bid. �ormafion regard"eng tfie bond insurance commitment incIuding the amount of the premium, may be
obtained from David Thornton of Raymond 3ames & Associates, Ync., Financial Advisor to the City,
{813) S?3-�2282.
I'ro,�a��ais
Proposals for the Series 1996A Bonds and for the Refunding Bonds aze desued on forms which vrill be
fu.rn9shed iry the City, and envelopes, containing Proposals for [he Series 1996A Bonds should have endorsed
thereom "Proposal for $8,695,000' Gity of Ciearwater, Florida, Gas System Revenue Bonds, Secies 1996A; Do
Not Ogen iTntil 11:Qfi a.m. (Eastem Daylight Savings Time), June 27,1996", and envelopes, containing ProposaLs
for the Refunding Bonds should have endorsed thereon "Proposal for $6,445,000• City of Clearwater, Florida,
i'sas System i2evenue FLefunding Bo�ds, Series 19965; Do Not Open Until 11:00 a.m. (Eastem Daylight Savings
Ti�e), June 27,1995", or words af equivalent import, and should be asidressed to the City at the above address.
Each propos�l for the Series 3996A Bonds must b�e accompanied by the sum of $86,950 and each
propasal for tire dtefunding ]3onds ffiust b� accompanied by the sum of $64,45Q in the form of either {i) a
Cashiec's or Certified Check drawn upon an incorporated bank or trust company, payable to the City of
Glearwater, Flosida, as evidence of good faith, or (u), a Financial Surety Sond fsom any insurance company
licensed to issue svch � surety i�ond in the State oi Florida and approved by the City (as of the date hereof only
Capital Guaranty Insurance Coa►pavy has been so approved) and submitted to the City prior to the opening of
the bids, idenSaf��g each bidder whose deposit is guaranteed by the Pinancial Surety Bond, which shall evidence
goa� faith on the part of the bidder. I� a check is delivered the check of the successful bidder may be cashed
by the City and th� proceeds .viil be held as security for performance of the bid. If a Financial Surety Bond is
provided by the successful bidder the good faith deposit shall he delivered by wire traasfer to the City by 3:00
p.m. on the aexk bus;ne,s day. If the Successful Biddsr shall fai! to comply promptly with the terms of its
Progosal, the amount of such check or wire will be forfeited to saicl payee as liquidated damages. The checks
of unsaccessfeil biddexs will be returned to such bidders by registered mail at the addresses stated in their
Proposals, os delivered to a representative of such bidder immediately after the award of the Series 1996 Bonds
to thc Successful Bidder. Tl�e proceeds of the good faith check of the Successful Bidder will be applied to the
payment of the purchase price of the Series 1996A Bonds and of the Refunding Bonds, as applicable. Prior to
the delivery of the Series 1996 Bonds, the City may cash and invest the proceeds from the good faith check. No
interest will be paid to any bidder apon any good faiW check.
•Preliminary, subject to change.
�.�-salu.fior� lIlv• 9'�—�-/�
��
Dslivery_and Pavment
��
It is anticipated that the Series 1996 Bonds in book entry only form will be available for delivery on July
16, 1996 in New York, New York, at The Depository Trust Company, or some other date and place to be
mutually agreed ugon by the Successful Bid.der and the City against the payment of the purchase price therefor
including accrued interest calculated on a 360-day year basis, less the amount of the good faith check, in
immediaeely available Federal Reserve funds without cost to the City.
lo§ing� Uocuments
The City will fi►rnish to the Successful Bidder upon delivery of the Series 1996 Bonds the following
closing documents in a form satisfactory to Bond Counsel: (1) signature and no-litigation certificate; (2) federal
tax certificate; (3) certificate regarding information in the Official Statement; and (4) seller's receipt as to
payment. A copy of the cranscrigt of the proceedings authorizing the Series 1996 Bonds will be delivered to the
Successful Bidder of the Series 1�39b Bonds upon request. Copies of the form of such closing papers and
certi&cates may be obtained from the City.
Informadion SEate�ent
Section �18.38(1)(b)1, Florida Statutes requires thaY the City file, within 120 days after delivery of the
Series 1996 Bonds, an informa6on statement with tlie Division of Bond Finance of the State of Florida (the
"Division") containing the following information: (a) the name and address of the managing underwriter, if any,
connected with the Series 1996 Bonds; (b) the name and address of any attorney or financial consultant who
advised the City with respect to the Series 1996 Bonds; and (c) any fee, bonus, or gratuity paid, in connecGon
with the boud issue, by an underwriter or financial consultant to any person not regularly employed or engaged
by sach undenvriter or consultant and (d) any other fee paid by the City with respect to the Series 1996 Bonds,
inciuding any fee paid to attomeys or financial consuitants. The Successful Bidder will be required to deliver
to the City at or prior to the time of delivery of the Series 1946 Sonds, a statement signed by an authorized
officer containin� tb.e same information mentioned in (a) and (c) above. The Successful Bidder shall also be
required, at or prior to the delivery of the Secies 1996 Bonds, to furnish the City with such information
concern.ing tlie initial prices at which a substantial ainount of the Series 1996 Bonds of each maturity were sold
to the public as the Cily sh�ll reason�bly request.
Pursuant to Sec6on 218.385(2) and (3) of the Fiorida Statutes, as amended, a truth-in-bonding statement
will be required from each bidder as to the Series 1946A Bonds as paz't of their bid in the following farm:
'"Tbe City of Clearwater, Fiorida, is proposing to issue $8,695,Otm° original aggregate principal
amount of Gas System Revenue I3onds, Series 1996t�, for the purpose of (i) financing capital
projects for the City's Gas System, (u) funding a reserve account within the reserve fund or
purchasing a surefy, and (in) payingthe costs of issuing thc Series 1996A Bonds, all as further
dessce'ibed in Ordinance No. 5665-94. The imai rxiaturity date of the Sesies ig96A Bonds is
, and the Series 199bA Bonds are expected to be repaid over a period of
(� years. At a forecasted average interest rate of _%a per annum, total interest paid over
the life of the Series 14SGA Bonds will be $ . The source of
sepaymant or security for this proposal is the City's pledged funds, including the Net Revenues
of its Gas System (as defined in the Qrdinance) and moneys and investments held in the funds
created under the said Ordinance. Authorizing the Series 1996A Bonds will result in
$ not being available to fmance the other gas services of the City.
*PreWn3nary, suUject to change,
f�e.so�i,cf�a�t Na. ��—��
� � .�:�
This truth-in-bonding statement prepared pursuant to SecGon 218.385(2) and (3) of the Florida
Statutes, as amended, is for info=mational purposes only and shall not affect or control the
a�tuai terms and conditions of the Series 194GA Bonds."
Pursuant to Section 218.385(2) and (3) of the FIorida Statutes, as amended, a truth-in-bonding statement
will be required from each bidder as to the Refunding Bonds as part of their bid in the following form:
"The City of Clearwater, Florida, is proposing to issue �6,445,000° original aggregate principal
amount of Gas System Revenue Refitnding Bonds, Series 1996B, for the purpose of (i)
refundiag a portioa of the outstanding prinapal amount of the City's Gas System Revenue
Bonds, Series 1991, (u) funding a reserve account within the reserve fund or purchasing a
swety, and (rii) paying the cos�s o€ issuing the Series l99fiB Bonds, all as further described in
Ordinance No: 6030-96. The final maturity date of the Series 1996B Bonds is ,
and the Series 1496B Bonds aze expected to be repaid over a period of (� years. At
a forecasted average interest rate of _% per annum, total interest paid over the life of the
Series 19468 Bonds will Ue $ . The source of repayment or
security for this proposal is the Cit�s Pledged Funds, including the Net Revenues of its Gas
System (as defined in the Ordinance) and moneys and investments held in the funds created
under the said Ordinance. Autt�orizing #he Series 19468 Bonds will result in
$ not beiag available to fmance the other gas services of the City.
This truth-in-5onding statement prepazed pursuant to Section 218.385(2) and (3) of the F7orida
StaYutes, as amended, is for informational purposes only and shall not affect or control the
acival terms and conditions of the Series 1996B Bonds."
In the event the Successful Bidder for the Series 1996A Bonds and tke Refunding Bonds are the same person(s),
khe above tauth-in-bonding statement may be combined into one statement.
.,;: #, , �
The Successful Bidder will be fwrnished, without cost, with the approving opinion of Bryant, Miller and
Olive, P.A., 'I'aIla.�assee, Florida, to the effect that based on existing law, and assuming compliance by the City
with certain covenants and sequireffients of the Ynternal Revenue Code of 1986, as amended (the "Code"),
regazding use, expenditures, investment of proceeds and the timely payment of certain investment earnings to
the Unitea States T'reaseuy, ths interest on the Serzes ].936 Bonds is not includable in the gross income of
individual,, hovtever, interest on the Series 1996 �onds will be included in the calculation of the altemative
min'unum tax and environmental tax liabiiities of corporations. The Code contains other provisions that could
resu]t in tax consaquences, upon which Bond Counsel renders na opinion, as a result of ownership of the Series
1996 Bonds or the inclusion in c�rtain computations (including, without limitadon, those related to the corporate
alternative minimum tax and envuonmental tax) of interest that is excluded from gross income.
Q�cfa1 Siatement
The Preliwinary Official Statement, copies of which may be obtained as described below, is in a form
"deemed final" by the City for pwposes of SEC Rule 15c2-12(b)(1) (except for certain permitted omissions as
described in sucli rule) but is subjcct to revision, amendment and complefion in a final Offiaal Statement. Upon
the sale of tlie Series 1996 Bonds, tlie City will publish a final Official Statement in substantially tiie same form
as the Preliminary Offic3al Statement. Copies of the fmal Offiaal Statement will be provided, at the Cit}�s
expense, on a tinxely basis in such quantities as may be necessary for the Successful Bidder's regulatory
compliance.
��s�l�.�oh No. 9�-�1�
�"°.,� '�-.
W
It is not the intenfion or the expectadon of the City to print the name(s) of the Successful Bidder as to
either the Series 199GA Bonds or the Refunding Bonds on the cover of the Official Statement.
Continuing Disclosure
The City has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities
and Exchange Commission. See "Appendix D-- Summary of Continuing Disclosure Certificate" attached to the
Preliminary O�cial3tatement.
CYJSIP PTum�r
It is an6cipated that CUSIP identifica6on numbers will be printed on the Series 1996 Bonds, but neither
the failure to print sacii number on any Series 1996 Bonds nor any erros with respect thereto shall constitute
cause for failwe os refusal by the Successful Bidder to accept delivery of and pay fos the Series 199b Bonds in
accordance wit}a its agreement to purchase the Series 1996 Bonds. All expenses in reladon to the printing of
CUSIP numbers oa the $eries 1996 Bonds shall be paid for by the City; provided, however, that the CUSIP
Service Buteau charge for ehe assiy�ment of said number shall be the responsibility of and shall be paid for by
the SuccessfuI Bidder.
CO�E�4,Q� �6CD1ffiQt1QS
Copies of the Preliminary 0fficzal Statement, this Official Notice of Bond Sale and the O�cial Bid Form
and further information which may be desired, may be obtained from the City's Financial Advisor, Raymond
James & Assoclates, Inc., 880 Carillon Pazkway, St. Petersburg, Florida 33716, telephone (813) 573-8282.
Aanen�ent �nd Nofices
Amendments hereto and nodces, if any, pertaining to this offering shall be made by the Munifacts News
5ervice or similar information distribution service.
CITY OF CLEARWATER, FLORIDA
/s/ Rita_J._�arvev
Mayor-Commissioner
��solu.�lU� l�a • �I� � ��
. . � �
EXHIBiT B
FORM �F SUN�RY NOTIC� OF SALE
Resoltitioit �'o. 96-44
. , �,.� ��i
y
sursrs�RY NoTac$ o� s�$
$8,695,000*
CITY OF CLE2�rRWATER� FLORIDA
Gas �ystem Revenue Bonds
Se�ies 1996A
and
$6B4�i5,000*
f:TTY OF CL�i1RiBATER, FLORIDA
Gss Sy�t� Rev�nue Re€unding Bonds
82Pi@8 1�9C>B
S�a].eci bicis �rrill be reaeivpd by the Finance Director of the
City o¢ Claarwaic�er, Florida, at the offace of the Finance Director,
�.00 South M3y��t].e Av�nue, Clearwater, Florida 34616, subjec�t to the
provisiorzs of �the Official No�ice of Bond Sale.
Sal� L�ate: June 27, 1996
Time: 11:00 a.m., E.D.S.T.
Bonds Dated:
Maturities:
Due
gSeptember 11
1996
1997
1998
1399
��0�
2001
2002
2003
20p4
2005
2Q06
2007
2008
2Q09
2Glp
Zo�.i
July 1, 1996
Payable September 1 in the years and amounts
as collows:
Series 1�96P, Saxads
i�rincipal Due Principal
Amount* SSegtember 1) Amount*
$ -- 2012 $ 135,000
6�,000 2013 155,000
65,OA0 2014 265,000
70,000 2015 285,000
80,000 2016 300,000
?a�,000 2017 310,000
80,000 2018 335,000
85,000 2019 350,000
95,000 2020 365,000
90,000 2021 390,000
95,OQ0 2022 410,000
105,000 2023 430,000
11�1,000 2024 460,000
115�OQ0 2025 1,520,OOA
�.20 � 000 2025 l, 6].0, 000
125,000 .
*Preliminary, sub�ec� �o charrge.
�.�o/u-fi"on /l�. 96 � ��
. , � �3
Due
j Set�tember 1)
1996
1997
1998
1999
z000
2001
20Q2
2�03
2004
Series 19968 Bonds
Principal Due
Amount* (September 11
$ 10,000
25,000
25,000
25,Q00
325,000
345,000
360,000
375,000
390,000
2005
2006
2007
2008
2009
aoio
2011
2012
2013
Principal
Amount*
$415,000
435,000
455,000
475,000
500,000
530,000
555,000
590,000
610,000
Tnterest
Payment Dates: Payable September 1 and March 1, commencing
September l, 1996.
Legal Opinion: Bryant, Miller and alive, P.A.,
Tallahassee, Florida
For copies of the Official Notice of Bond Sale, the
Prelimina�y Official S�atement of the City of Clearwater, Florida,
and o£fic�.al Proposal Form, please contact the Financial Advisor,
Raymoncl James & Assoaiates, Inc., 880 Carillon Parkway, St.
Pet�rsburg, �'lorida 33716, teZe�hane (813) 573-8282.
�
�''e�a��.�'ah 11/0. �b - �I �
. , � ��
EXHIBIT C
FORM OF BID PROPOSAL FOR SERIES 1996A BONDS
r
Resolution No. 96-44
, �
PROPOSAL FOR
a8,695,000 •
CI1Y OF CLEARWATER, Fd.ORIDA
GA� SYSTEM REVENUE BUNDS, SERHES 1996A
F'snance D'usctos
Municipal Services Building
100 Soutfi Myrde Avenue, Third Floor
Clearwater, F'lorida 34b16
Ladies and Gendemen:
For the City of Clearwater, Fiorida, Gas System Revenue Bonds, Series 1996A (the "Series 1996A
Bonsis"), dated July 1, 1996 and maturini� on September 1, through Sep[ember 1, �, in the principal
amount of $$,695,000°, described in the Official Nodce of Bond Sale, wluch is hereby made a part of this
Proposal, we will pay you in immediatety available federal reserve funds
Dollar�$ )
{not less tbaa $ *), plus accrued interest to the date of delivery of the Series 1996A Bonds.
We undzcstand that kiie Series 1945.i Bonds will be insured by
. The ic�urance premium will be paid by the City from proceeds of the Series 1996A
Eonds.
Said Serles 1995A Bonds shall bear interest at the rates and shall be reoffered at prices or yields
specified below.
Priacipal Interest Price Priacepal Interest Price
1Nfatun"Jy Amount" Rake or Xield Ma ri Aa�ount* Rate or Yield
1996 $ -- 2012 $ 135,Q00
1997 65,000 � 2A13 155,000
194$ 65,000 2014 ?bS,OQD
144� 70,G00 � 2015 285,�0
%f1tI0 �Q,(Hi� 7.016 300,000
2A01 75,000 2A17 3i0,000
2pp2 g0,t�i0 2(JI� 335,000
ZQp3 $$,Qpa 2019 350,000
20(14 95,QU6 � ?A?A 365,000
2(�5 40,004 2021 390,000
?�U6 95,Q00 2022 410,000
2Q07 105,U00 � 2023 430,000
2()Q8 110,Q� 2i)24 460,000
2009 115,00(3 � 2025 1,520,000
?A10 12Q,000 2tf2G 1,610,U00
2A11 125 000
,
�
'1Cenm Bonds Op#ion. The interest rate or reoffering price or yield for any Term Bonds shall be
indicated in fhc table above only in ihe year of final maturity. The annual Principal Amounts so inclicated shall
be :tppUcd fos thc usandatary rztiremenk of one or more Te�m Bonds maturing in the years and amounts and
bearing interest as follor,+s;
„ ,, . � ,. . , �i �, . ,
�So�l.Lfll.�'� Nb. 9(� � �{�
� ��
S Term 3onds maturing on 1, at % per annum at a price or yield of
$ Term Bonds matwing on 1, ae % per suinum at a price or yield of
$ Tezm Bonds maturing on 1, at %per annum at a price or yield of
$ Term Bonds maturing on 1, at % per annum at a price or yield of
$ Term �onds maturing on 1, at % per annum at a price or yield of
We will accept delavery of said Series 199GA Bonds through The Depository Trust Company, with the
closing occurring at the office of the F"mance D'uector of the City of Clearwater, 100 South Myrtle Avenue,
Ciearwater, &'torida'34516 on or about.Iiily 16,14�6, unless another date or place shall be mutually agreed upon,
it being understood that the City shall fumish to us, free of charge at the time of deLivery of said Series 1996A
Sonds, tve opinion of Bryant, Miller and Olive, PA., Bond Counsel, Tallahassee, Florida, approving the validity
thereof.
In accardance with the Official No(ice of �ond Sale, �ve either (i) enclose herewfth a Cashier's or
Certi�ed Check for $86,950 payable to the ordea of the City of Clearwater, Florida, to be returned to the
uudersigneci upon the award of said 3�ries 199tu�.Baxids provided tfiis Proposal is not accepted, or (ri) provided
for a F'u►ancial Sure�+ Bond in accordance with the Official Nodce of Sale. The check is to be cashed and the
amc�twt of the check or wire retained by tlxe Ciiy until ihe delivery of said Series 1396A Bonds and payment
�Fx�refos, and is ta be apgtisd to the paya►ent oi the Serles 194(A Bonds os retained as aad for liquidated
damages iia case of the failure of the undersigned to maks gayffient as agreed.
�'his proposal is ffiot subject to any conditioas not expressly stated fierein or in the annexed Official
Nodce of �ond Sate. Receipt of ihe Paeliminary Official Statement relating to the Series 1996A Bonds is hereby
acknowled$ed. Tbe nannes of the underwsiters or members of the account or joint bidding accounts, if any, who
are associated for the purpose of this Progosal are listed either below or on a separate sheet attached hereto.
Name o€ lFirm Address
By: City State Zip
Name:
'3'it�e2
Telephone Number
'Phe following is our computation made in accordance with the Official Nodce of Bond Sale of the We
interest cost to the City of Clearwater, Florida, under terms of our Proposal for Series 1946A Bonds, which is
for iwf'armational gurposes oniy and ss subject to verification prior to award:
Re�o/u��� N�. ��-��
�
Paz Amount
Less Original Issue Discount
Plus Origiaal Issue Premium
I.ess Underwriter's Discount
Anno�nt Bid Before Accrued Interest'
I.ess Bond Insurance Peemium.
s�a
Accnaect interest
'1`sue Inieaest Cost Rate (Z'o JuIy ib, 1946)
�
$
$
$
$
$
%
'Y'ha following fruth-in-bonding skatement is required to be completed in compliance with Section
2,18385, i�lorada SBaEutes: .
Tlie Clty of Clearvvater, Florida is proposing to issue $8,695,04D"°` original aggregate principal amount
of Gas System Revenue Bonds, Series 19�SA for the purpose of (i) financing capital projects for the City'� Gas
System, (u) fundiag a reserve subacc�euat within the reserve fund or purchasing a surety bond, and (iri) paying
the costs of issuing the Series 349GA Bonds, all as fiuther described in Ordinance IVo. 5665-94. The fmal
maturnty dake of ihe Sesaes 1996A Bonds is 1, 7A�, and the Seaies 1996A Bonds are expected to be
repaid ov�r a periosi oi � years. At a fosecasted average iaterest rate of !% per anaum, total
interest paid over tbe 19fe of the Series 194bA Bonds will be $ . The source of
repayment or sec�as�ity for ihis proposal is the Gity's pledged fu�ds, including the NeE. Revenues of its t.�as System
(as defined in the Orclinaneej and moneys and investments held in the fi�nds created under said Ordinances.
Authoreaiug the S�ries 1945A Bonds vrill resuie in $ __ nat being available to finance the
ather gas seevices of the City. Tbis truth-in-bonding statemenf prepared pursuant to Section 218.385(2) and (3)
of the Florida Statutes, as amended, is for informational pnrposes only and shalt not affect or control the actual
terms amd con�ditions of the Series 1995A Bnnds.
(No addition or alteration is to be made to this Official Bid Form, and it must be submitted with the
Qffici�i Notice of Bond Sale,)
]Eierzipt for the return of the good faith check is hereby acknowledged.
By
" I�rpo n b� �ho�d �atch price bid o?�oag� 1 af thi,�ronosal
°i°pre�iminarv s�j�„to ch'aneC3
Reso/u;�fr'on �o. 96 � �f�
s
1 � � �
EXHIBIT D
FORM OF BID PROPnSAL FOR REFUNDING BONDS
Resolu�ion No. 96-44
r
� � v�
PROPOSAL FOR
�6,445,060'�
CITY OF CLEARWATER, FLORIDA
GAS SYSTEM REVENUE REFUNDING BONDS, SERIES 1996B
Finance Director
Municipai Services Building
1Q0 5outh Myrtte Avenue, Third Floor
Clearwater, Florida 34616
I.adies and Geutteenen:
�or the City of Cieanvater, Florida, Gas System Revenue Refunding Bonds, Series 1496B (the "Series
1996B Bonds"), dated 3uly 1, 1996 and mahuing on September 1, through September 1, _, in the
psincipat amoanE of $6,445,000�, described in the Official Notice of Bond Sale, which is hereby made a part of
tLis Proposal, we s�ill pay you in immediately available federal reserve funds
Dollars
($ )(not less than $ '), plus accrued interest to the date of delivery of the Series
2996� �unds.
We undesstand that the Series 1996B �onds will be iusured by
. The insurance premium will be paid by the City from proceeds of the Series 1996A
Bonds.
Said Series 1496B Bands shall beaz interest at the rates and "shall be aeoffered at prices or yields
specified below.
Peincipal Intesest Price Principal Interest Price
I�F�'ty Amount' Rate or Yield Maturity Amounk° Rate or Yaeld
19+96 S 10,(tB0 2005 $415,000
�/ �,Qpp 2006 435,QQ0
19g8 25,� 2007 455,000
1499 2§,Qpp 2008 475,Q00
?A00 325,000 2009 500,000
2A01 345,0(10 ?A10 530,U00
7002 3gQ,�p 2011 555,�40
2003 375,{?00 2Al2 590,060
2004 39�O,Q00 ZAi3 610,000
'%'er� �o0c1� (Dntion. The interest rate or reoffering price or yield for any Term Bonds shall be
indicated in the table above only in the year of final maturity. The annual Principal Amounts so indicated sball
be applied for th,e mandakory retirement of one or more Term Bonds maturing in the years and amounts and
bearias iaterest as follows:
S Term Bonds maturing an 1, � at % per annum at a price or yield of
$ Term Bonds maturing on 1, at % per annum at a price or yield of
$ Term Bonds maturing on 1, at % per annum at a price or yield of .
� Tercn Bonds waturing on 1, at % per annuub at a pnce or yie(d of
$. Term Boncls mafuri�n� an 1, at % per annum at a price or }iield of
,,.�._, � K � �.,. � •• � �
R�br�on No. �1�—�
� �
a
We will accept delivery of said Series 194bB Bonds through The Depository Trust Company, with the
closing occurring at the office of the Finance Director of the City of Clearwater, 112 South Osceola Avenue,
Clearwater, �lorida 34616 on or about July 16,1996, unless another date or place shall be mutually agreed upon,
it being understood that the City shall furnish to us, free of charge at the time of delivery of said Series 1996B
Bouds, the opinion of Bryant, Miller and Olive, PA., Bond Counsel, Tallahassee, Florida, approving the validity
thereof.
Yn accofdance with the Og'icial Notice of Bond Sale, we enclose herewith either (i) a Cashier's or
Certi�ed Cbeck for $64,450 payable to the order of the City of Clearwater, Florida, to be returned to the
undersigned upon the awazd of said Series !99"bB �ands provided this Propc�sal is not accepted, or (u) provided
for a Fsnancial S�arety Bond in accordance with the Official I+Totice of Sale. The check is to be cashed and the
amonnt of the check or �vire retained by the City until the delivery of said Series 1996B Boads and payment
therefos, and is to be apglied to the payment of the Series 1996B Bonds or retained as and for liquidated
damages ia case of the failu3� of tbe undersigned lo make payment as agreed.
Tfiis proposal is not subject to any conditions not expressly stated herein or in the annexed O�cial
Nodce of Band Sale. Yteceipt of the Prelim4nary Official Statement relating to these Series 19468 Bonds is
hereby ac3mowledged. T7►e names of the underwriters or members of the account or joint bidding accounts, if
any, �vbo ace assnciated for the purpose of tliis Proposal aze listed either below or oa a sepazate sheet attached
he�eto.
I�iame of F'um Address
�y�,_ _ Ciry State Zip
Idame:
Tide: —
'Telep�one Number
'Ihe follawing is our compueation made in accordance with the Off'icial Notice of Bond Sale of the true
intesest c.mst to the City of Cfe�ater, Florida, under terms of our Proposal for Series 1996B Bonds, which is
for infosma�zonal purposes oaly and is subject to eeriiacation prior to award:
�es�cc�on ll�o. 96 - �l�
�
Par Amount
Less Original Issue Discount
Plus Original Issue Premium
I.ess Underwriter's Discount
Amount �id �efore Accrued Interest'
Less Bond Insu=aace Premium
��a
Accrued Interest
True Interest Cost Rate (To July 16, 1996)
�
$
$
$
$
$
$
$
$
%
The follov�ing truth-in-boading statement is required to be completed in compliance with Section
218.385, Florida Statutes:
The City of Clearevacer, Florida is proposing to issue S "" original aggregate prinapal
amount �f Gas System Reveaue Itefunding Bonds, Series 1996B for the purpose of (i) refunding a gostion of
t1�e ouestand'eng princigal aiaount of the �ity's Gas System Revenue Bonds, Series 1991, (ri) funding a reserve
snbaccount in tlie reserve fund or purchase a surety bond (net of amount transfened &om refunded bonds), and
i (iii) payaag the casts of issuzng the Series 199GB Bonds, all as further descrlbed in Ordinance No. -46. The
finaZ maLurity ciate of tiae Series 19968 Bonds is 1, 2A� and the Series 1996B Ronds are expected
�� to be sepaid oves a period of (� years. At a forecasted average interest aate of _% per annum,
i- toeal interest paid over the lit'e of the Series 1995B Sonds will be S . The source
of repayment or security for this pr�posal is khe City's pledged funds, inciuding the Net Revenues of its Gas
5ystem (as defined in the Ordinance) and mqneys and investments heid in the funds created under the
i Qrda�acece. Authorizuag the Series 195'bB Bonds will result in $ not bein� available
to iusance the other gas services of the City. T1ais trukh-in-bonding statement prepared pursuant to Section
� 218.385(2) and (3) of the Fiorida Statutes, as amended, is for iuformationai purposes only and shall not affect
or ca�atro? ttae actual terms �nd coaditions of the Series 149GB Bonds.
(I�io addilion or atterahion is ta be made to this Official Bid Form, and it must be submitted with the
Officeai Pdotisz of BaAd Saie.)
Aeceipt for the return of the good faith check u hereby acknowledged.
By
'' A��:xnt id shg +�„Sl l, mats]�,�+ric� bid an na¢e 1 of Phis nronosal
°'i'reyi inarv. subieci to chanee.
3 �ieso/cc.�ion /✓o. 9� -� yr/
ji.
�
�"
I:::; :
i ;.,
i<,::
,
�
�
EXHIBIT E
FORM OF DTC LETTER OF REPRESENTATION
�
Resolution No. 96-44
�:.
,� ^
�
Bfanket Issuer Letfer of Representations
(To be Completed by Issuerj
[Name of Issuer]
[Date]
Attenti�n: Undenvriting Department — Eligibility
T$�e Y�eposiaory Taaast Company
55 `i�ater Street; 50th Flaor
I1ew York, NY I0041-0t}99
Ladies and Gentlemen: �
This letter sets forth our understanding with respect to all issues (the "Securities°) that Issuer
shall request be made eligible for deposit.by The Depository Trust Company ("DTC").
To i¢iduce DTC io accept the Securities as eligible for deposit at DTC, and to act in accordance
with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply
with the requirements stated in DTG's Dperational Arrangements, as they rnay be amended fmm
iime to time.
Note:
Schedule A contains statements that DTC believes
accuratety deseribe DTC, the method of effactin book-
enby transfsrs rsf securities distributed e6mugh D�C, and
certun relat�d matters.
��zVea �a �,�pt�a:
'T�iE I7EP�5ITl?RY TitUS'I' COMPANY
Very truly yours,
(Issuer)
By:
(Authorized OfIicers Signature)
(Typewrite !�ame & Title)
(Street Addreu)
By� (City) (State) (tip)
(Phone h'umber)
,Qe<S'olw�i'm h illo. 9 6- y�{
L
�r
�i
�
�
EXHIBIT F
PRELIMINARY OFFICIAL STATEMENT
Resolution No. 96-44
. . �? �
EXHIBIT G
CONTINUTNG DISCLOSURE CERTIFICATE
Resolution No. 96-44
�
� �
CONTINUIPIG DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure
Certificate°t) is execuied and delivered by �he City of Clearwater,
Flarida (�he °1Issuer") in connection with the issuance of
$ City of Clearwater, F2orida, Gas System Revenue
Bonds, Series 1996A (the "Series 1996A Bonds"), and $
City of Clearurater, Florida, Gas System Revenue Refunding Bonds,
Ser3es 19968 (the °1Series 1396B Bonds") (coZlectively, the
00Bonds"). The Series 1996A Bonds are being issued pursuan� to
Ordinance No. 5118-91 enacted August 15, 1991 (the "Original
Orriinance11j, and Ordinance No. 5665-94 enacted September 1, 1994,
ar�d the Series 1996B Bonds are being issued pursuant to the
Origimal Ordinanc� and Ordinance No 603Q-96 enacted by iche Issuer
on June 6, 1996, as supplemented from �.im� to time (collectively,
the 11Bond Ordinance10) , The Issuer covenants and agrees as follows:
SECTIQN Z. Purpose of the Disclosure Certifica�e. This
Disclasure Certificate is being execu�ted and delivered by the
Issuer fox �he �enefit of the Holders and Beneficial Owners of the
Bonds and in ord�er to assist the Participating Underwri�ers in
camp�..�in� witt� s.�.c. �uie 15c2°12(b) (5).
SECTION 2. De�initions. In addifeion to the definitions set
fortYa a.n �he R�so]�u�Cion, which apply to any capita7.ized term used
in this Aisclosuxe Certificate unless otherurise defined in this
Seotiora, �i�� fa1l.�wiz�g capitalized terms shall have the follawing
meaningst
"Annual Report" shall mean any Annual Report provided by the
7Cssuer pursuan� to, and as described in, Sections 3 and 4 of this
Discla�ure �er�ificate.
"Benefiaial Owner°t shall mean any person which (a) has i:he
power, directly a�r indi�ectly, to vote or consent with respect to,
or to dispose of ownership of, any Bonds (including persons holding
�onds through nominees, depositories or other intermediaries), or
(b) is treated as the owner of any Bonds for federal income tax
puXp�oses .
"'Business Day" shall mean any day other than a Saturday,
Sunday or a day when banks in the City of New York, New York, or in
Pinel.las Coun'ty, Florida, or in the cities in which the Principal
Offices a� the Issuer or the Paying Agent are required or
atathori�ed by law �o be closed or an which the New York Stock
Exchange is closed.
"Dissemination Agent" shall mean initially, the Finance
Dir�ctor of the Issuer or any successor or alternate Dissemination
Resa/u,�i�o� Na. 9�-��
� ��
Agent subsequently designated in writing by �the Iss�xer and which
has filed with the I�suer a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section
5(a) of this Disc2osure Cer�ificate.
"National Repository" shall mean any Nationally Recognized
Munici�al Securities Information Repository for purposes of the
Rule. The National Repositories currently approved by the
Securities and Exchange Commission are set forth in Exhibit B.
"Participating Underrariter" shall mean any of the original
underwriters of the Bonds required �o comply with the Rule in
connection with offering of the Bonds.
"Repository" shall mean each National Repository and each
sta�e Repository.
1°Rule" shall mean Rule 15c2-12(b)(5) adop�ed by the United
Sta�es Securities and Exchange Commission under the Securities
Exci�ange Act of 1934, as the same may be amended from time to time.
'°Statet1 shall mean the Sta�e of Florida.
'1State Repository10 shall mean any public or private reposi�tory
or entgty designated by the State as a state repository �or the
pur�os� c�f �the Rule an� �ecognized as such by the Securities and
Exchange Commission. As of �he date of this Certificate, there is
no Sta�.e Repository.
SECTIOPT 3. Provision of Annual Reports.
(a) The Issuer shall, or sha11 cause the Dissemination
Agent �o, not later than July 1 of each year, commencing July 1,
].997 wi�h �h� repoxt fa� the 1995-1996 Fiscal Year, provide to each
Repository an Annual Report wYaich is consistent with tfie
r�cguirement� of Section 4 0� �his Disclosure Certificate. The
Anraual R�por�t Yuay be submitted as a single document or as separate
doc�aments comprising a package, and may cross-reference other
znfarma�ion as provided in Section 4 of this Disclosure Certifi-
cate; �rovided that th� audited financial statements of the Issuer
may be submit�ted separa�tely �rom the balance of the Annual Report
and la�er than �he date required above for the filing of the Annual
Report if ichey are no� available by that date. If the Issuer's
�iscaZ year changes, it shall gfve notice of such change in the
sar�� manner as for a Listed Event under Section 5(c).
(b) Noi: later �han fifteen (15) Business Days prior to
said date, the Issuer shall provide the Annual Report to the
Disseminatiom Agent (if other than the Issuer). If the Issuer is
unabZe to prova.de �o the Repasitories an Annual Report by the date
required in subsection (a), the Issuer shall send a notice to each
�eSp�C��7�On No. 9�--�
v�
�
Repositary and the Sta�e Repository, if any, in substantially the
form attached as Exhibit A.
(c) The Dissemination Agent shall;
(i) determine each year prior to the date for providing
the Annual Re�ort the name and address of each National
R�pository 'an3 the State Reposi�ory, if any; and
(ii) if the Dissemination Agent is other than the
Issuer, file a report with the Issuer certifying that the
Annual Report has been provided pursuant to this Disclosure
Cer�ificate, stating the date it was provided and listing all
the Repo�itories to cahich it was provided.
SEC�ION 4. Content of Annual Reports. The Issuer's Annual
Repor� .�hall contain or include by reference the following:
1. Thz audi�ted financial statements of the Issuer for
i�he prior fiscal year, prepared in accordance with generally
accepted accounting principles as promulqated to apply to
govern�ental entities from time to time by the Governmental
Accountinq Standards Board. IP the Issuer's audited financial
statements are no�c �vailable by the time the Annual Report is
required to be filed pursuant to Section 3(a), the Annual
R�port shall contain unaudited financial statements in a
format �imilar to th� fir�ancial statements contaimed in the
finai Official S�atemen�, and the audited financial statements
shall be filed in the same manner as the Annual Report when
th.ey b�came available.
2e To the extent such information is not otherwise
included as part of the annual audited financial statements of
the Issuer, updated information from that set forth in the
Of�icial Statem�nt for the Bonds under the headings: The
Syste�aa I2a�es, Fe�s and Charg�s (including Appendix G-1
thsgeto, to the extent it describes the rate structure), and
Servi�e Area; Historical Coverage of Maximum Debt Service by
tne System N�t Revenues.
Any or all of the items listed above may be included by
specific reference to other documents, including official
statements nfc debt issues of the Issuer or related public entities,
which have been submitted to each of the Repositories or the
Seaurities �nd Exchange Commission. If the document included by
reference is a final official statement, it must be available from
the Municipal Securi�ies Rulemaking Board. The Issuer shall
clearly �den�ify each such other document so included by reference.
SECTION 5. Reportinq of Sianifa.cant Events.
�e.so/u.-fior� �la. q�o-�
C� ,.�,',
(a) Pursuant to the provisions of this Section 5, the
Issuer shall give, or cause to be given, notice of the occurrence
of any of the following events with respect to the Bonds, if
material:
i. principal and interest payment delinquencies.
2. non-payment related defaults.
3. modifications to rights of Bondholders.
4. optional, contingent ox unscheduled bond calls.
5. defeasances.
6. rating changes.
7. adverse �tax opinions or events affecting the tax
�xemp� statius of the Bonds.
8. unscheduled d.raws on the debt service reserves
reflecting financial difficulties.
9. �anscheduled draws on the credit enhancements
reflecting financial difficulties.
�0. substitution of �he credit or liquidity providers or
�their ia�lur� to perform.
1i. release, substitution or sale of property securing
repaysient of the Sonds.
�`` (b) 6dhenever the Issuer obtains knowledge of the
occurxence of a Listed Event, the Issuer shall as soon as possible
d��erm�ne iP such even� would be material under applicable federal
secura.�ies laws.
(c) If the Issuer de�tenmines that knowledge of the
occur�cence of a Lis�ed Evenf would be material under applicable
federal securities laws, the Issuer shall promptly file a notice of
such o�currence with each Repository, including the State
Reposi�orya if any. Notwithstanding the foregoing, notice of
List�� �ven�� described in subsections (a)(4) and (5j need not be
gaven under this subsection any earlier than the notice (if any) of
the underlying event is given to Holders of affected Bonds pursuant
to tne 32e5o�utian.
SECTIaN 6. xex^znination of Re�orti� Oblictation. The Issuer's
oblic��tions under �ha.s Disclosure Certificate shall terminate upon
ic�i� lega�. defeasance, n�ior redemption or payment in full of all of
the Bonds. I� suah tennination occurs prior to the final maturity
4
Reso%fi`on il la, 9(� � �
�1 �
of the Bonds, the Issuer shall give notice of such termination in
the same manner as for a Listed Event under Section 5(f).
SECTION 7. Dissemination Agent. For purposes of this
under�alting, the Issuer has designated the Issuer's Finance
Direc�or (the "Agent"j as its Dissemination Agent and has delegated
to the Agent the du�ies, func�ions and responsibilities of the
Issuer undertaken by the issuer in this Disclosure Cer�ificate.
The Issuer may, from time to �ime, appoint or engage an alternate
or substitute Dissemination Agent to assist it in carrying out its
obligations under this Disclosure Certificate, and may discharge
any such Pigent, with or without appointing a successor alterna�e or
subs�i�ute Dissemina�ion Agent. The D3ssemination Agent other than
tEx� Agent shall no� be responsible in any manner �oz�the content of
any no�ace or repor� prepared by the Issuer pursuant to this
Disclosure Certifio�te,
SECTIO�F 8. �mendment: Waiver. Notwithstanding any other
pravisio�a of this Disclosure Certificate, the Issuer may amend this
Disclosure Ceri�ificate, and any provision of this Da.sclosure
Certifica�e may be waived, provided that the following conditions
are satisfied:
(a) If the amendment or waiver relates to the provisions
of Sec�ions 3(a), 4, or 5(a), it may only be made in connec-
tion with a change in circumstances that arises from a change
in legal r�quirements, change in law, or change in the
identity, nature or status of an obligated person with respect
to the Bonds, or the type of busi�ess conducted;
(b) Tha unc�ertaking, as amended or taking into account
sucix waiver, would, in the opinion of na�.ionally recognized
b�nd cou�s�l, have camplied with the requirements of the Rule
at �he time of the original issuance of the Bonds, after
taking into account any amendments or interpretations of the
Rule, as well as any change in circumstances; and
(a) The amendment or waiver either (i) is approved by
�he Ho].ders of iche �onds in the same manner as provided in the
Re�o].ution €or amendments to the Resolution with the consent
of Holdersr or (ii) does not, in the opinion of nationally
rzcognized bond caunsel, materially impair the interests of
�he iiolders or B�neficial owners of the Bonds.
In �he event of any amendmen� or waiver of a provision of this
Disclosure Certificate, the Issuer shall describe such amendment in
the next Annual Report, and shall include, as applicable, a
narrative explanation of the reason far the amendment or waiver and
i�CS impac� on the �ype {or in the case of a change of accounting
principles, an the presentation) of financial information or
opera�ing da�a being presented by the Issuer. In addition, if the
amendment relates to the accounting principles to be followed in
E
%��sn/ufio� l�o� 96—�
�;� ��
preparing financial statements, (i) notice of such change shall be
given in the same manner as for a Listed Event under Section 5(f),
and (ii) the Annual Report for the year in which the change is made
shauld present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as
prepared on the basis of the new accounting principles and those
prepared on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this
Disclosure Certificate shall be deemed to prevent the Issuer from
disseminaicinq any other inf�rmation, using the means of dissemina-
�ion set forth in this Disclosure Certificate or any other means of
communication, or including any other information in any Annual
Rapar� or notics of occurrence o� a Listed Event, in addiiion to
�hat which is required by this Disclosure Certificate. If the
Issuer chooses �o include any information in any Annual Report or
not�.ce of occurrence of a Lis�ed Event in addition to that which is
sp�cafically xequired by this Disclosure Certificate, the Issuer
shal�. hav� no obligation under �his Certificate to update such
iniorma�a.can 0r include it in any future Annual Report or notice of
occurrence of a Lis�ed Event.
SECTTON 10. Def�ult. In the event of a failure of the Issuer
to comply wii:h any provision of this Disclosure Certificate any
HoZder or Beneficial Owner of the Bonds may take such ac�ions as
may be necessary and appropriate, including seeking mandate or
specitic p�rformance by court ard�r, to cause the Issuer t� comply
with its obZigations under this Disclosure Certificate. A defaul�
under this Disclosure Cer�ificate shall not be deemed an Event of
D���u�.t under the Ftesolution, and the sole remedy under this
Disclosure Certifica�.e in fihe event of any failure of the Issuer to
comply eaith this BiscZosure Certificate sha11 be an action to
ccampel performanc�.
SECTION 11. Duties Immunities and Liabilities of Dissemina-
tion A enfc. The Dissemination Agent shall have only such duties as
are specifically set forth in �this Disclosure Certificate, and the
Issuer agrees to indemnify and save the Dissemination Agent, its
ofiicers, directors, employees and agent�, harmless against loss,
e�cpense and liabilities u�hich it may incur arising ou�t of or in the
exercise ox� per�ormance o2 its powers and duties hereunder,
including the casts and e�cpenses (including attorneys fees) of
defending against any claim of liability, but excluding liabilities
due ta tiie Dissemina�.ion Agent's gross negligence or wilful
misaonduct. The obligations of the Issuer under this Section shall
sux�vive resigna�ion or removal of the Dissemination Agent and
payment of 'the Bonds.
�ESolu•�`�an No. 9'(����{
. � �i
SECTION 12. Beneficiaries. Thzs Disclosure Certificate shall
inure solely to the benefit of the Issuer, the Dissemination Agent,
the Par�icipating Underwriters and HoTders and Beneficial Owners
�ram time to time of the Bonds, and shall create no rights in any
othe� persan or entity.
ATTESTt
�1erk
;
Date: .
City of Clearwater, Florida
7
By
Its: Mayor-Commissioner
f��'%c�iar� f lla. 9� - �l/
. � ``�
EXFIIBIT A
NQ'iICE TO REPOSZTC7RIES OF FAILtIRE TQ FILE ANNUAI, REPORT
�'ame of Issu�r: Ci�Gy of Clearwater, Florida
I�ame of Bond Issuee City of Clearwater, Florida, Gas 3ystem
Revenue Boads, Seri�s 1996A, and Gas
System 12evenue Bonds, Series 1996B
Da�e o� 3ssuance: , 1995
N�T�CE IS IiERE�Y GiVEN that the Issuer has�not provided an Annual
Re�r�rt c�aith respect to the above-named Bonds as required by Section
� of the Resolution. The Issuer anticipates tha�t the Annual
Repor� will be �iied by
Da���^
:�:�
: �:�
City of Clearwater, Florida
By
,�'��G� �I • �����
a ` '
�
EXHIBIT B
�
Na�hionally RecognizeclMunicipal Securities Information Repositories
approved by the Securities and Exchange Commission as of July 17,
1995:
Bloomberg Niunicipal Repository
P.O. Box 840
Prince�on, NJ 085�2-0840
Internet address: MUNIS@bloomberg.doc
(609j 279-3200
EAX (609) �79-3235 (609) 279-5963
Con�aata Dave Gampbell
The Bond Buyer
Secondary I�Iarke� Disclosure
395 :Tucisan ��rQS�, 3r� Floor
ia'ew Yar�, A7i' 3.0014
Intern�t acldr�ss� D�.sclosure@muller.com
(2�2) �07-38A4
FAX (2Y.2) 9�9-9282
Con�acto Thoma� Garske
Disclosure, Ince
�7ocearaer►� Augmen�ation/
Piunicapa]. S�curities
5'161. R3ver Road
Bet3assda a i�3D 2Dg 16
{301) 951-1450
��.X (301) 71$°2329
Con'cac�z Ba�ry Sv.garman (301) 215-6015
:J,7 �Genra�r I�zformat�,on Services
The Re�ository
65 Braad�ray, 16th Floor
%J��a lor3c, NX 10Oi;6
(212) 770-44568
FAX (222) 797�7994
Con�:aa�: Joan Horai, Repository
1Kaody's YdRMS�R
Public �'inanc� In�ormata.on C�nter
99 Chu:rch Street
New York, NX i000'I-2i96
(8QA) 339--6306 �
�'.�1}C (212) 553-1450
C:antac�: Cl�ud�tte S�ephensan
(21.2j 553-0345
/�C'�`��it�i�or� /�o. �%� �
. � "�
EXHIBIT H
COMMITMENTS FOR MUNICIPAL BOND INSUR.ANCE POLICIES AND
DEBT SERVICE RESERVE SURETY BONDS
Resolution No. 96-44
�` `�����
�
�
co���a_ �o�t �atraagciP�►aa $a� ZAISIIRi�1NCB s�OLYC]�BB AND
ta�a� a��t��c� ��s���g ���Tx sottns
� ,�
Resolu�ion No. 96-d9
, • ' � , i
\\1I3.1C In�lcntnil� t:ue���n'.�Wm
� )itc �t:uc titr�•ct Pla�:i
�r�� 1<,ri.. \ca 1'nrl< Iunn i
(?� �1lt(wti-11�.i11 j?:1\: 1!�!J i11'1•�JI'N1
3esne 3,1995
Ra6�R Read, FsQ•
B4yaa�t, Mill�r and Olive, P.A
Baa� Pl�, Suitc 1265
101 Easi �y BouievaN
Tampa, Floaida 33502
�.
RE: 515, 340,�0 City of Clearwater, Florida, Gss Syste�n Revenue Bonds, Series 1996A and B, dated July 1, 1996
39rar IaYz�. Re�:
�nc!assd pl� � tl�e ori�i aied one certified copy of thc �mcni¢ment for Munici�xal Band Insuranoe, Commatrnent No.
13708 (tbe "Commim�ent"), se[ating to @�t above�aptionad obligations (the "Bonds"). 'The original off this Commitment
s8e�aid be delives�d to or held on behalf of the issuer of t!� Bonds, and if not exerciseci, shoutd be disregarded
I'lat.� �sote t�e tollgw in�
1. I8 tlsis is�ac of �nds se1Lc witi► �AC ins�aranoe, p�ase notify 7anine Fe�ad'a at (212) 208-3301, who wil( assign a
cl�ir�g ca�k� will 6e �pvn4�bk fae Ylts 5n�cing tiuougfio�t tlat ctasin�. Endt�ed in ANBACs
.�' AaANN9�f�RD PACIGt�Ci� is � bortd legEnd which should ap�r an the Bondc. iiie poliry numt� w be gru►t�d as
paxt of sk�e bond leg� c�n t� o�eained 4'mm t}}see cl�sing caordinaws.
Z. dsa orda� en �ssc a t�mely clnsins, glease �tify yeur cl�ing c�oordinaYOr as soan as poss�'ble if you wild requirc rating
Z�s fioan Fitch Investors Servioe, L.P., 1Vloaiy's Iamstors Servicc or Standard & Poor's Rating� G�oup. tf airv
�s aa� mad� of you by any aa�g ag�ery for doaumentation m�rding this iss� oa airy related or paeiry �ebt issue,
pic^� t�stscsa�l p%mp:ly sit�c ihis wi�l facilitate the tu�cty �ipi of the ra6ng letters.
3. 1f �ested, an opinion of AMBAC's ootu�cl ceg,ardii►g the fairness and ac�ua�y af the langaage included in the
OBfiaal Statement cicscnbing t�Iv�,AC and the Foliry �iit lx deliveeod at ctusing. The de6very of such opinion is
�pa�d�tt upc�n th�e pciar revi�a+ of smch oSciai s�atemen! by wu legal d�pariment
�i. �nclos�i f�c y�r u/x in preparing the Official Statement are (i) a sample Municipal Bo� In�ance Poliry (the
�-�L7'�7 ��Y aPPlicable endorsements thereto. and (ii) A1viBACs STANDARD PACKAGE, which inciudcs
svgg�ied Ofi�cial St�izenA:nt disclosur� lan�uage a�i ttre oHicial AIvff3AC bgo.
F�ax �d al! drAft� � the Oi%staB Statcment to AMBAC'S Closiag Dcpartment, attention ot your closing
c�ordinaioa: Rec�ipt, by ttoe closin� coordinatar, at SIX C�PIES ot the FWAL OFFICIAL STATEMENT will
eaare timeiy preparatd�o of AMBAC'a Polky for wbmissian to the rating agencies.
/�e.,�a�r,c�i�n No. 9�a- ��
• �„� ..,�..
5. Fl� aeftr so page 2 af tEus Commitrnei►t. fbr conditions �vhich must be sati�ad prioe to AIvIBACs release of its Policy.
Drafis af all 6rsancing doaunents and tegal opinions shouid be seat io the closing caordinator assi�nad to the S.s�ancin�.
f:. F.�ytiy, 'I'd�VO fanal iTPi�OYTrdA taac�ripts mu�t be sen4 to your closing caosdinatoe as sa�� as yassibls atter clasiu�.
gg y� ��r qu�i�,s, plea�c do nnt hesitate to mntacx Janine Feradi or me.
Si�-..tg ,
�� �
�i R�ers . �
�i�4IYcnfo
E�ar�
�: Aa�d I8. i7wrQSaan
Itaymoiad 7a�es � �ate�, I�.
880 Cari11Q� i'ari�vay
Sg, Florida 33716
�'.1LCVh�3, d�MBAC
0
pesa/u�on Na. 9�j ��
.�� -_•
� r'�
a.�lli�\(: Inticmnity C�,r�xir.uiun � �
Onc 5t:uc titrect Pl:v.a
\ct�� tii�rk. \c�� li�rk UNN)�►
131214(>ti-IIF�U F:��:1?131511�)-�11�N1
SuYee 3,1996
Rd�eet R�ed, Esq.
Brya�, I�filla �ti Otive, P.A
�ar�t�t Pla�s. Suiie 1255
301 lEa� Kenaedg� Boail&va�d
T�aup�, �P� 33fi�2
RE: g8.69S,000 Ci4y of Cl�awai�. Florida, Ga5 System Revenue Bonds, Series 1996A, dated Juty 1,1996
}?ear i4fr. �e�at:
�ecla� p8c� f�d ths arigae�l and oae aratiS�d c,opy of Lhe Coanmitment for Sunly Bocsd, Commitment No. $B13710 (tiiG
" i, a�laRias� to ttac �tionad oblig�c'sans (the "Bonds'�. The orig�inal of thes Commitment siauld be delivered
�o � 1ae1d an bghaYf ai the isss� �the �ond�, and if noi exer�ised, shwild be dis�regaeded.
� a� t� ron�win�
1. If �, � qsiaeoa af AIvviBAG's cwn�el regaeding tt►e fairness and aaauacy ot tt►c language includod in We O�ciai
S d�is'i� �AG and tLe Sue�y �d will he delive�sd. The deliveey of svch apinioa is depa�dau upon tl�
gs� t� �'� a#�iaal st�te.�s�ant by our �gal depactrnent.
2. �e y�r us6 is AA+�AC's srANnARn PACxAGE which contains G) Frodisions rdating co the surety Bond w
be �d iea 3tre �amcin� �c,iu�aus; (ii) a� s�ue�y boe�l to be isajad by �AC; and ('iii) oectain sample lan8�8�
� ar�la�s�e in fhe cffi�ial �xa2ear�cnt relating to ths Bonds (tP� "O�aal Statemau'�.
3. �� e�'8a �e 2 of this Cainmitsnent foz coaedidons which must be s3tisfied prioa to ANi�ACs rekase of its SureQy.
�� da'�iil fina�cing Qaar�sents and le�al opinions shavld l� �nt w the clasing moidinator acsig�aed to the finanang. All
da� �f �f�t�g �rr�s►ts anctud;ng b� �cx timrtoa w ttee �al stacemeni am acry i�l opinion �a�g w the
is�x s�'t� �a�s, to the �adent nat alc�dY Providad, s1►ould be submiti�d for AI�AC I�demniry ceview as availabla
�t ���i iatcr tisaa S�ve (� b�inas days p�oa' to clo�ng. Pteave Ywte that bond counsei's appraving apinion must be
1� to AYv�AC �ty and shat! be eitt�er addressad to AIv4BAC Ind�mnity a ddiveiad with a irliaz►oe letter
tr AR�3AC Ltt�ennaty. F�lea�e pmvide a oapy of the claang indac as �on ac gract�ble.
�. Lasclq,l4'YA final YJNBOIJND txans�xipts must be sent to your closing 000rdic�ator u�ooe as pa�ibk after slaaing
�Y� ��Y ��n�, Fdease do not hesitate w wniact Janir� Feudi aa me.
Si��Fy,
1����� .
���
�
a� DavM! R. i'[�nrnton P. Nail�det, At�AC
Itayznond Jamcs 1A A�ciates„ Inc.
880 C.srilk�► Parl�way
St �sbtu�g, %7atids 33716
������ �� �����
� ��
A�IIiAC; In�l�nmit�• C�����cn:rti��n • .
c)nc St:rt� titrcrt 1'L•ti��
\�a 1'<�rk. \c�+ liirk I�lOU i
( 3131 6h7i-f I F i�l F:�x: t 3 I 3! iU�)-�)1 �JU
1eFne 3, i996
�nbtn iti�d, Fsq.
Bs�aat. Melltt aad 01it�c. P.A.
�a�seitP'�. 5uit� F253
101 F.�st Z�nar9y �c�anf
T�u. FT�aida 336�2
�
�: 56,4�i5,000 City � Cleacv�atsr, F7orida, Gas System Revea�ee Rdunding Bonds, Series 1996B. dated July 1. 1996
�r�.:� � .,
E�c� g�.� fi� tbc original and one oecti5ed oopy af We Canmitrnent fat Suiety Boc�d, Commitment No. SB13711 (the
"Ca�tt¢��g`�, eelatin$ 40 4he a�vo-raptior� oblegations (the 'Bonds°�. 'tl�e originat af this Comrtaitmeni stwuld be deliveied
� a� � e�e beBalf of tlae i�aer of the Bonds, and if not exercis�d, shaild be disrcgarded
�a.ae � 4�e fo3loevin�
I. Tf �d, an opiaion of ANIDACs cauud negazding the faimess and axurary of ttu language induded in'the 06da1
d�biag AYv�3AC aad the Su�ely Bond will be delivaed. The delivcay of �ch opinien is dena�deat upon tl�e
� aavsca� at'su� o�icial �t hy aur kgat d�t.
2. �ncl�ad Sot ya�r tas�s i� �tviBAC's STANDARD PACKAC� which cattta�eis (i) pravi.�oas ielaflng to the Sueeiy �o� to
b� i� en tfie �i�tg daa�r►P� (iij a s,ample �.y b� 9n bs issua! by AA�IBAC; and (ui) anfain saanple languaEe
��ncl�seon in tF� �caai stat�zet n:lating Lo the �(ti� "CY�cial Statem�ut'�.
3. � reffa to pe�e 2 Qf 4his CommltneenY for wnditions w�Lich mu� be satisfied prior w AriIDACs iel�ase a�f its Sumty.
Drafts c�'all �Saug doctausec�ts ant i�tl �puuioctis st�uld be � to the clasing c�ordinator assigrced Uo the finaiecin�. All
aisat�s a1' �:fat� � inel�lang but � ticai4E+td b t5e O�ficial Statement acd any Icgal opinion nelating to the
��'tL� F3o�s, to the extenc noc �Ia�adY Provided. �k9 be �bmitted for AMPAC tndemiuty reviea+ as available
but in t� cv�t l�tec tha.n fr+� (S) busi�aess days prior io closang. Please noce that 6ond munsel's aPPravin� aginion must be
W AIVBAC �'sty and shall be eitl�r �l W AA��AC Inde�uiity or deliv�red with a teliana lcuer
to AR�"sAC Icx�mn9ty. PIea,e gmvide a copy af tbe dasia�g ind�c as soon as practicabie.
4�. I.a�tty, '�V� fnc�l �JJAPBOUriiD� Uanscripts must be su►t tD yoeu dosing 000rdinator aa �oon as possibk after elasing.
I�Y� ��Y 4���, Please da �t t�e.sitate to contact Janicee Feudi or me.
Si;�',
.r , .,
�/ � r'.af.t�--'
�� �
i' � .M /
tx: Ba�vid R liarnioa P, Nwhod�l, AMBAC
Raymood James dz Assodatxs„ Lx.
880 l.�otillon Parlcway
St. ��sbutg, �7orida 33716
�e�,%�i�r� lila �'6 ° �fy
r. �
. � �"ti . _
AMBAC Y�IIDEMNITY CORPORATION - COMMITMENT FOR SURETY BOND
L�1�
Bonds:
CTTY OF CLEARWATQ2, FLORIDA
$5,695,OOD Cras System Revenue Bottds, Series I996A,
dated July i, 1946 and mariuing on September 1, 2026.
Commitment Number.
SB13710
Date of Commitment:
June 3, 1996
Fy�uarion Date:
August 29, 1996
Pmtnium: 2.50% of the Beix Service Reserve
Fund Requirement
AMBAC In�ann�.ty CA�oration ("AMBE�C" or "A,I�IDAC Indemnity"), A Wisconsin Siock Insuiance Company, t�ereby
comBnfts to issue a S�y B�nd (Ehe "Commitment") celating to the Ddbt Seivice Reserve Fund for the above-descn'bed
debt obligatioos (the'Bonds"}, suhstantialty in the focm attached hereto, subject to the terms and cxmditions contained
hereia or added Y�reto (see cunditions set forih herein).
To �xtend �ius Commiunent �r tlee expiration date sei focth above, an oral (s�►bs�uendY confirmad in writing) or
c+rssBtcn �qas�,� �'or re�al xa� be submitted to AMBELC at 1� one business day prior to s�xh expuation dats.
APv�AC r�aves tt�e righi to miu� to grae�e a�►�al or may renew this Commitment subjest to addi6onal tenns and
cxanditsons.
Ti� Surety Band {the "5u�ty`� shall be issued if the following conditions aze �tisfied:
2.
4�
AMBAC shall cc:�ive an opinion of coun�l oc a oedificate of an officer of die Lssuer or ultimate oUligor
stating that the inforniadon svpplied w ANBAG in order to obtain the Surety and the documents to be
c�:ted and delivaed in cotu�ection with the issuaca� and salc of ths Bonds do nat contain any unmie
or misleading statement of a material fact and da not fail W state a material fict requiied to be stated
th��in ar ae�rssary in order ta make the infomeadon contained therein not misleading.
I�o event shali oavr wiuch would permit any purchaser of the Boncls, othenvise required, not to be
mqirireti ta purchase the Bonds on th� date scheduled for the issvan�� and delivery thereof.
There shall be no material change in or affecting the Bonds, the Lssuer or ultimate abligor (includin�,
bc�i nai limitai W, the sccurity for the Bonds), the Off'icial Slatement, if any (or any similar diszlosure
dociunent), including airy 5nancial stalements therein �ntained, the financing dacuments or atry legal
opinions W be cea.vte� and delive�xl in cannociion with the issuance and sale of the Bonds, or ariy
o:her infom�ation submitted to ANBAC in order W obiain the Surety, from the ciescriptions il�ercof
provided w AMBAC at airy time prior to the isauance of �tie Bonds and there sh��ll not have occumod or
came to the ausn6on of the issuer or purchaser arry material change of fact or law adverse to the
f ntetrsts af AMBAC, unie.ss approvcd by AivffiAG in unting.
Unless t�pressly waived in whole or in part by AMBAC, the Snancing documents shall a►ntain a) the
terrti5 and pcovisions pmvided in the AN�AC STANDARD PACKAGE transmiuod here�vith, and b)
acry Peovisions dr eomments given orally by AtviBAC.
�e.�lu.�jOn llla. �b-� ��
.. � ,
No later tiiat� �ve (5) business days priorto closing, AMBAC shall be prrnided with:
(a) ptoposed copies of all financing doc�unents, and
(b) the proposed o6cial stacement (or any similar disclosiue document); and
(c) the proposed various legdl opinions delivered in connection with the issvance and sale of the
Boa�ds, including, withoat limitation, ihe unquali5ed aPP�g oPinion of bond counsel
mndeied by a law firm acceptable to ANIBAC. The form af bond counsel's appraving opinion
must be accegtable to ANIDAC. The form of bond counsel's approvir►g opinion shall indicate
thac ti� L�►� must camply wifh certain rnvenanis under and pursuant to the Intemal
It�venvz Coc� of t985, as amended and that the Issuer has the legal pnwer to comply with
such covenants. AIv1SAC shall aLso be provided with e.�cec.vted copies of all Snancing
detvments, inc]uding but not limited to the Offcial Statement (or aary similar disclosure
�cxument) and ihe various legal opinions rendered The e�ocute8 opinion of bond counsel
shaii be a� to ANIDAC or in lieu tiiereo� a letter stiall be paovided to AMBAC to the
effec? tl�at AMBAC may seiy on such opinion as if ie wete � to .AIvIBAC and such
ietter shall tre delivered with an execut�ti opinion; and
(d) a�ry pravisions of the Puc�l�ase Contract or Bond Puichase Agreement referencing ANNiBAC or
the isa�er of the Sumty in genetal. If such provisions are noc received in a timefy manner or if
pmvisibns are inserted in the Purchase Contracc or Bond Pu�hase Agreement withoui
AMBAC Indemnity's knawledge, complianoe with such pcovisions may not be pasn'ble; and
(e) a leiter from tsoe�i oounsel or counsel w the putchasea or othenvise from another oounsel
aoceptable to AA�A6 to the effz�i that the Snancing dnc.vments, th� Official Statemene (or
aary similar discl�me d�nt) and the various legal opinians execvted and delivered in
wnaeection with t�ee iss�et� and sale of the Bonds, arz substantially i.z the foams previously
s�;r;usd to ANYBAC for r€wiew, with oniy such amendments, modifacations or deledons as
m.^y be appraved by Ah�IDAC; and
(� a copy of any insucance policy, surety bond, guaranry or indemnification or arry other policy,
�ntraci or agr�ment �vhich provides for payment of all or am portion of the deby the costs of
reconssauction, the !� of business income or in any yray secures, ensures or enhances the
income stm�am antistipated to pay the �onds; and
(� a ceetified or cashier's check for or evidence of wire transfer of an amount equal to the payment
for the Surety at the time of the issuance and delivery of the &,nds. Wire transfer sl�all be used
for any gayment for ihe Snrety in an amount greater than S 100,00U; and
(h) the final debt service �hedule.
A15AEiAC Indemnity must reaeive at l�ut (5) husiness da}� prior to closing an opinion addressed to
AMBAC by counsel aoaptable to AMBAC that the Guaranry Agrcement is a legal, valid and binding
obliption of the Obligor thereof, enforceable in accordance with its terms. -,
r.��;
� �z
Autho,izeri �n'/�
✓�
�4tesolu,:-�r'an N�. 9� - y�
�
AMBAC INDEMNITY CORPORATION — COMMiTMENT FOR SURETY BOND
]ssuer.
Bonds:
CTTY OF CLEARWRTER, FLORIDA
Sb,44S,000, Gas SYstem Revenue Refiending ]3onds.
Series 194fiB, datefl Juty 1, 1946 arud mariuing on
�eptember 1, 2013.
Commitment Nwnber.
SB13711
Date of CommitmenG
June 3, 1996
E�pirauon Date:
August 29, 1996
Premium: 2.00% of the Debt Service Reserve
Fund Requirement
A1V�AC In�mariry Corporation ("A2J�AC" or "AMBAC Indemnity"), A Wi�onsin Stocic Insurance CompanY, herebY
comtteits W issue a Stuety Bond (the "Commiunent") rel2ting to the•Debt Service Reserve Fund for the above-descdbed
debt ahlip�biotss (the '°�onds'�, siabstaniiallY in the form attached hereto, subject to the terms and conditions contained
he�ia oa �Sd her�tco {sea conditions set forth herein).
To � thi� Commita�u after 4he expiration date set forth above, an oral (subsequsndy confirmad in writin� or
�rritte� request fos renevval musc be submittsd to ANIBAC at least one business day prior to such cepiration date.
AMi3AC reserv�,s 9Tie right to xefu� W 8rant a renewal or may ien�v this Commiunent subject to additional temis and
�tditions.
'1'he 5ue�iyHo�r3 lth,� °Su�Ay") st�ll t� issu� if the following conditions are satisfied:
.AIdlBAC shall a�eoeive an opirdon of oounsel or a certificate of an officer of the Issuer or ultimate obligor
stating that the infores�afian �up�+Iied to AA�AC in order to obtain the Surety and the documents to be
e,r;ecuted and delivered in wnnection with the issuance and sale af the Bonds do noi contain any unwe
or misleading statement of a material fad and do not fail w state a material fact required to be staced
ihecr_in or n�a:s�a.cy in order ur make the informadoq contained therein not misleading.
No evenf shall oavr wiuch would pernut any gurchaser of the Bonds, otherwise required, not to be
ra{uire� to purct�ase the Bonds on the date scheduled for the issuance and delivery thereof.
1'ioere shall be n� materiat change in or affecting the Bondc, the lssuer or ultimate obGgor (including
buf noi llmit�ci to, the s�.rity for the Honds), the �cial Statement, if any (or any similar discios�ue
dsx,v�ent), including an}' financial statements therein contained, the financing documents or a�ry legal
opinions to be esocuted and delivered in connection wilh U�e issvance and sale of the Bonds, or any
other inforniation wbmitted to AN�AC in order to abtain the Surety, from the descriptions thereof
provi'c.aci to A1VV�AC at any time prior to the isswvxe of the Bonds and there shall not have oavrred or
come to the attenlion of the issu�r or piu�haser azry material change of fact or la�v advecse to the
intccrs�ts af ANNiBl4G �� aPp� trY �AC in writing.
�.Tnies� c�pms�ly vraived in whole or in part by AMBAC, the financing documents shali confain a) the
Yem�s and provissions pmvided in the AMBAC STANDARD PACKAGE fransmitted heret�ith, and b)
�Y Pmhsions or comments �ven orally by AN�AC.
��sa%Cf'ivn l�% �b��
�
.�..
No later than five (5) business days prior to closing AlbffiAC shall be provided with:
(a? proposed capies of alf financing documents, and
(b} the proposed official statement (or any similar disc�osure document); and
(a) the proposed various legai opinions delivereil in wnnection with the issuance and sale of the
Bonds, including, without limitadoq the unqualified approving opinion of bond counsel
rendeied by a law fum ac�eptable to AIvIBAC: The form of bond counsel's approving opinion
musc be aocepcabte to AAM�AC. The form of bond counset's apPcoving opinion st�all i�icate
tt�at the Luuer must comply with oertain covenants under and pursuant to the Intemal
Itevenue Cade of 1986, as ame� and that the Issuer has th� tegal power to wmply with
such oovenants. AMBAC shall also be provided with executed c�pies of all St�ancing
d�uments, including but not limited to the Official Statement (or any similar das�losure
document) and the various legal opinions rendered The ceccuted opinion of bond counsel
sha11 be addr� to AMBAC or in lieu ihereo� a letter shatl be provided to �lgAC to the
effect thac �AC may rely on such opinion as if it were addressed to pMBAC and such
letter shall be deliverzd with an executed opinion; and
id) a�►Y Provisions af the Punchase Contract or Bond Punhase Agre�ment ieferencing AMgAC or
the issuer ai the Surety in general. If such provisions arc not received in a ti�ly manner or if
pravisions are inserted in the Purchase Contract or Bond Puachase Agreement without
AMBAC Indemnity's laiowledge, comptiance with such provisions may not be possfble; and
(e) a letter fram bond aoamsel or cwuisei W the puechaser or othenvise fium another counsel
acaeptable to AN�AC to the effect that the �nancing daauneaiis, the Officia! Statemcnt (or
anY similar dasclosu� clocurt�ent) and ths various legal oginions exe�uteti and delivened in
connection wifh tl� issvance and s�ale of the Bonds, ard subst�r►tially in the fornss pc,eviousiy
submitteci to AMf3AC for review, with anty such amendments, modiScations or deietions as
may be approved by ANIBAC; and
�� a°°py' °f an3' °�'� Poli�X �tY b�nsl, guaranty or indemnification or arty other poGcy,
conYract or agreement which pravides for paymenY of all or any portion of the debt, the costs of
reconsLruction, the lnss of business incom� or in anY �Y �, ensures or enhances the
income sire�aa� andcipated tn pay the Bonds; and
(g) a certified or cashiee's ch�c for or evidenoe of wire transfer of an amount equal to the payment
for the Surety at the fime of U�e issuance and delivery of the �onds. Wire transfer shall be used
foc any payment for Ihe Surety in an amount grpter tl�an S 100,000; and
(�) the final debt service schecfiile.
A1vIDAC Tndemnity must �eive at least (5) business days prior to closing an opi: �on addressed to
ANIDAC by counsel axeptable to AMBAC that the Guaianty Ageement is a legal, vaiiri , s�d bin�iing
abligation of the Obligor thsreo� enfo�opble in accarciance with its teans.
��'� ���Y ��. �xive, at lrast $ve (5} business days prior to closing, the esc�ow agrcement,
�zt forna and subsiance atx�eptabte to APvfBAC, for the complete defeasanoe of the applipble Bonds (the
"Priox Bonds'�.
At least Sve (5) business days prior to closing, AMBAC must recxi��e certification by a nationally
re�o8nizod acoounting firm �haE ihc s�xurities im�sted arc svfi'icient W pay the pnor bonds.
�'���I.LT/IJ�"j 1 V11. ��'"' t�T
• -,.
9, AMBAC must receive an opinion of Counsel acceptable to AMBAC that the Prior Bonds have been
legally defeased.
10. Funds held by tl� Escrow Tmstee for the payments of the refunded bocuis muu be held as cash fiilly
insuced by or the Federal Deposit Iiuurance Cotporadon or invested in direct obligations of the United
States of America. •
11. AMBAC must receive, at least five (5) busness days Prior W closing, a dcaft opinion of bond counset or
special tax counsel aoceptable to ANIBAC, address�d to ANIDAC, a telecopy of ttee cxecuted opinion on
the day of clasing (212-785-1178) and an execvte� original following closing, to the effecc tl�at the
�g �d �rny ue in fiili compL'anoe with all applicable Federal and State azbitrage �gulations.
12, AMBAC mu� receive, at le�ast five (5) business days prior to closing, diaft opinions of issuer's counsel
and �crow agent's oounset and a telecopy of the �.vted opinion on the day of closing (212-785-1173)
regarding the validity, binding nalure and enforceability of the escraw agreement
13. If a focward supply contract is used:
(i) Secwities delivered to the escra�v ag�eecnent musi be noa-callable U.S. Gavernn►ent
abligatians which do not matune lacer than the date on which ncecled to pay debt service on the
refimded bonds.
(ri) The CPA vecification must be in a form and subsfance satisfactory to A1viBAC and muct opine
that the es�c'ow u sufficient to be defease the refunded bonds whether or nat the fonvard sugply
�awract provider delivers s�urides to the escrow.
(ui) Tize fonvard supply cantract must specify thai (a) the pwchase price of the s�rides delivered
to the escmw must not e.� the amount of cash received from maluring sec�uities iri the
escrow, as speci5ed in the verificataon, and (b) the matwiry value of the s�curities in the
�w must noL be les.s than the purciiase price paid for such securities.
(av) The fonvard supply conteact provider shall have no cecourse eo the escrow upan any failure of
the issuer or escrow agenc to perform its obligations under the foctivard supply contracrt. Other
ihan the payment of the pvrchase price for the securides to be delivered pursuant to the fonvard
supply contract, no payments of any other kind may be made &om the escrow in respect to the
fonvard suppty oonuact
(v) The fonvard snpply contract provider must be at least A by a nationally ncognized rating
a�enry.
(vi) The fonvard supply conuact shall be in form and substance satisfactory to ANBAC.
�� ' 2•C�i.:/L'`:
au �a oa� , �t+/. /Y% ,
�esb/u�rdn lUv. 9�-��F
', ' . ,,..,� —.
. � , .
Comae�itment for Municipal Bond Insurance
Lssuer. CTTY OF CLEARWATER, FLORTDA
Boads: 515,140,OQ0, consis�►g ef: 58,695,000 Gas System
It����!e �nds, �ries 199GA date� 3��1y 1, 1S96, and
maturing on September lst in the yeazs 1946 tluough
2025, both inclusn�e; and 56,445,000 Cras Sysiem
R�7enu� Refunding �onds, Series 19468, datal July 1,
1936 and Hnaturing on �eptember ls� in tir� yqcs 1946
tfitoa�gh 2013, bott► inclusive.
AMBAC Indemnity Corporation
do CT Corporotion Systems
44 East Mifftin Strcet
MaJison, Wisconsin 53703
Administrative Otfice:
One SRate Street Plszn
New Yorb4lVew Yorlc 10004
Commitrnent Number. 13708
Date of CommiUnenC 7une 3, 1996
Expiration Date: August 29, 1996
In�uransc premium: 0.30°/. of t6e Wta!
principal and interesi due om the Bonds tor
Sereea 1996A and 0.26Y. of the totel principsi
and 6ntereat due on the Bonds tor S�ries
19968 (�itsh Invcstors S2rvice, L�., 1bIIuady's
Yaveston �ervice and Standard 8a Poor's
Ratings Group asseas soparaee rating fees
rrhlc6 are payable dieectly to them: Al(
questiona regarding B6e payment of such fees
must be addressed to the applicable cmting
agency.)
A��A� I�deYr�arity Co�°pora�ioca (�i�r�C) .� Wi�eonsin S��ck I�ua�aace
��nmga�y
here*�y coma►its to issue u Municipal Bond Insurance Policy (the "Policy") relating to the above-described debt obti�ations
(Uye "gonds"), subsinntisslly in the form impainted in this Commitment, subject to the terms and conditians contuined
herein or added hgreto (:�ee conditions set forth on page 2 and following).
To kecp tYsis Co;rututnlent in etTect after the expiration dete set forih above, a request for rmewul must be submitted to
AMBAC grior to such expimtion date. AMBAC reserves the right to refuse wholly or in paR to grant u renewal.
�ks i�dunicipal Bor�tD Ynsur�oce Policy shall be issued if the following conditions ure satisfted:
2.
3.
4.
The documenis to be executed and delivem.ci in connection with the issuance and sale of the Bonds shnil not contuin
any vnttt� or misleading statement of a muteriai fuct and shnll not fuil to state fl mnterial fact necessary in order to
mnL-e the information contnined thereinnot misleading.
No event shrill occur �vhich would pemtit any purcheser of the Bonds, othenvise required, not to be required to
ptarchaSe the Bonds on the dnte scheduled for the issuance and delivery thereof.
'I'here shall be no mnterinl chnnge in or affxting the Bonds (including, wichout limitetion, the security Cor the
Bonds) or the fmancing documenls or the o�cial statement (or nny similar disciosure document) to be e�ecuted nnd
delivered in connection with the issuance nnd snle of the Bonds Crom the descriptions thereof heretofore provided to
AMBAC.
Thc Bonds sholl conwin no reference to AMBAC, the Policy or the municipal bond insurunce evidenced thereby
except es may lx npproved by AIv�AC.
�sa/cc-�itr� �a� �i�y��
--.
5. f�MBAC shal! be provided with:
(a) Executed copies of ail fumncing documents, the official stat«nent (or any similar disclosurc document) and
the vnrious legnl opinions delivered in conneclion with Uie issuance and ssile of the Bonds, including, without
limitation, the unqualified approving opinion of bond counsel rendered by a law fum accepmble W AIviBAC.
The fortn of Bond Counsel's approving opinion shall also indicate, if applicable, that the Bonds are exempt
from federat income ta.�cntion, that the issuer must oomply with certain covenants under and pursunnt to the
new tax law end that the issuer lias the legul power to comply widi such covenants. Such opinion of bond
cotuuQl sttall be addressed to AMBAC or, in lieu thereof, a letter shall be provicied to AMBAC W the effect
that AI�4BAC may rely on such opinion as if it �erere addressed to AIv1BAC.
(b) A letter from band counsel or coun5el to the purct�aser or otherwise from another person acceptable to
AIvIDAC to the effect that the financing documenLS, the official smtement (or any similaz disclosure
document) end the vacious legel opinions executed aad delivaed in wnnection with the issunnce and sale of
ihe Bonds ere substnntially in the forms t2�eretofore submitted to AMBAC for review, with only such
amendments, modifications or deletions as approved by AMBAC.
(c) A certified ar cashie�s check for or evidence of wire transfer of an amount equal to the insurnnce premium at
the time of the issuance and delivery of the Honds. If the amount of premium exceeds $100,000.00, payment
must ize madc by fedeml funds wire cransfer.
6. Unless expressly waived in whole or in part by AMBAC, the financing documents and tlie Official Siatement shall
caatain (a) the terms and provisions pcovided in the AIvBAC Indemnity STANDARD PACKAGE transmitted
herewith and (b) any additianal ornl or written provisions or comments subanitted by AMBAC.
7. AMBAC shall receivc a copy of any insurnnce policy, surety bond, guarunty or indemirification or any other policy,
contruct or agreement which provides for gaymene of all ar any partion of the debt, the costs of reconstruction, the
iass of business income or in any way secures, ensums or enhances the income strenm anticipated to pay the bonds.
8. Any pmvisions csa� requirements of Lhe Porchase Coaatract or Bond Purct�ase Agreement referencing A2vviBAC must
be seat to thc attendon of Janine Feud'a not less than five (S) business days prior to closing. If such provisions or
requirements are nat recxived within ttist dme, compliance mray not be possible.
4. Review and approval by AMBAC at least 5 days prioa to ciosing of the Escrow Agreement for the defeusance of the
applicable Bonds (ihe "Prior Bonds"),
10. At leust 5 days prior to closing, AMBAC must receive certification by un accounting firm acceptable to AMBAC
that the securities invested ure sufticient to pay the Prior Bonds. Upon receipt of this commitment AMBAC should
be notified which fum will be providing the certification.
I1. Reccipt of an apinion of counsel acceptuble to AMBAC that the Prior Bonds hnve been legally defeased.
12. Receigt of an opinion of counsel accepmble to AMBAC with regard to the vnlidiry and enforcenbility of the Escrow
Agreamen�
13. If a farward supply wntract is used:
(u) Securities delivered to the escrow agreement must be non-cullable U,S. Government obligations which do
not mnture iater tlwe► the date on which needed to pny dcbt service on the reCunded bonds.
(b) The CPA verifcntian must be in form and substnnce satisfactory to AMBAC and must opine thnt the
escrow is suRicicnt to deCease the refunded bonds whether or not the fonvard supply contrnct provider
delivers securities to the escrow.
(c) 11ie fon��rd supply contrnet must speciCy thnt (i) the purchase price of the securities delivered to the
esctow must not exceed the amount of cash received from rtwturing securities in the escrow, as specified
in lh� verification, and (ii) the mnturiry value of the securities delivered to t(ie escrow must not bc less
thnn Ihe purchase price paid for such securities.
�es%c�ion No. 9/a��f �
0
a� .,R T�' �'�
(d) 'Ilic fonvurd suppty contract provider shaq huve no recourse to the escrow upon any failure of the issucr or
esctow agent to perform its abtigations uuder the fonvard s�pply contrncG dther tlu+ti the puyment of the
purchnse price for the securities to be delivered pursuant to tlie fonvnrd suppiy contmct, no payments of
any other kind may be made from the escrow in respect of tlie forward supply contrncL
(e) The focwtud supply contract provida mast be rated at lease A by a nationally recognized mting egency.
(� The farward supply contract slwll be in form and subsrnnce satisfuctory to AMBAC.
��.►��y �, ��
� . •r
-±�;�k.�• .
�e.s�lufi�n N�. 9�-��
' k ����
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AMB�C INDEMNITY STANDARD PACiiAGE
FOR TRr1NSACTIONS SUPPORTED BY AN
ANYB�►C INDEMNITY CORPOItATION
SURETY BOND WITHOUT DEPOSIT AGREEh1ENT
�.
May 20, 1996
TO: Issuer, Issuer's Counsel, Managing Unden��riter, Bond Counsel and Unden�•riter's Counscl
RE: Preparation of Financing Documents for Issues the Debt S�ivice Reserve Fund of �chieh is
tG'6e supported b��' an A.MBAC Indemnity Corporation (`'Aiy1BAC indemnin� ') Surery Bond
The attachec! materials have been prepared to assist you in the preparation of documents for issues
the Debt Service Reserve Fund of which is to be supporced by an AMBAC Indemnity Surzn• Bond.
Please madify tl�e attached e.�:hibits «�here appropriate. If desired, these provisions can be
incotgorated into one section entided `'Debt Scrvice Reserve Fund ANiBAC Indemnit}� Surety
Bond" ei�thin the applicable Indenture, Resolution, Ordinance, Order or an}• other operative
financing document (such applicable financing document �ti•ill be referred to herein as the
"Financing Document"). Please be advised that the pro�•isions contained in this package are in
addition to the conditions listed on the commitment for the AMBAC Suren• Bond and am• other
comments or changes that may be required by the AMB?�C Indemnit�• personncl n•orking on this
financin�. This package and the dasumenks contained herein are not for use in Virginia
C►nancings. Ifyou have any questions, please calt one of the follo�ving persons: Eileen L. i:irchoff.
Mary P. McKeon, Jem� H. Pisecki, Karl T. Molin, or Ke��in J. Do}�le.
o Definitions (Ezhibit A).
• AI�BAC Indemnih� consent required for changes to underhing documentation and
e�+ercise of rerrtedics upon dGFault (E.�hibi[ B).
e Information to bc given to AMBAC [ndemniry (E.e}ubit C),
a Description of AMBAC Indcmnity pa�ment proccYlure (E.�}ubit D).
• AMBAC IndemniN Official Statemcnt Disclosurc (E�:hibit E).
o Form of es.hiBAC Indenmih• Opinion (Exhibit F).
e• Form of Surch� Certificate of Bond Insurcr (Exhibit G)
• Fomt of Sunt�� Bond (E�hibit H).
• Focm of Guar�nri• Agccement (E.�hibit I).
e�iBAC Indemnih• Corporation Wiring Utstructions (Exhibit J)
�s�/c�tion No, 9�-�`�
• r S • � i+�n. .
EXHIBIT A
DEFINITIONS
The follo�ving definitions are those �vhich AMBAC recommends for the Financing Document:
"AhiBAC Indemniry" shall mean AMBAC Indemnity Corporation, a Wisconsin domiciled stock
insurance company.
"Surety Bond" shalt mean the surety bond issued by AMBAC Indemnity guaranteeing certain
payments into the Debt Service Reserve Fund �vith respect to the Bonds as provided therein and
subject `to the limitations set forth therein.
�eso�u-�ion Illa. 9lo-�f�
. 2
. , . ,-•,,
�
,.t
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EXHIBIT B
AMBAC CONSENT LANGUAGE
AMBAC requires that the Financing Document contain the follo��7ng consent language:
A. Consent of r4MBAC Indemnity.
Any provision of this [Financing Document] eYpressly recognizing or granting rights in or to
AMBAC Indemnity may not be amended in any manner which affecu the rights of AMBAC
Indemnity hereunder �tilthout the prior written consent of AMBAC lndemnity.
�. Consent of AMBAC Indemnity in EAddition to Bondholder Consent.
iJnless o[hen�hse provided in this Section, AMBAC Indemnity's consent shall be required in
addition to Bondholder consent, when required, for the follo��ing purposes: (i) execution and
delivery of any supplemental [Financing Document] or any amendment, suppiement or change to or
modificatian of the [Loan Agreement, Lease Agreement, etc.] (ii) removai of the Trustee or Paying
Agent o� selection and appointment of any successor trustee or paying agent; and (iii) initiation or
approval of any action not described in (i) or (ii) above which requires Bondholder consent.
�eso%�-fi`an No, 9� -- �y
3
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E�CHIBIT C
ANFORMATION TO BE G[VEN TO AMBAC INDEMNITY
AMBAC requires that the following notice provisions be incorporated into the Financing
Document:
A. W}ule the Surety Bonci is in effect, the Issuer* or the Trustee, as appropriate, shall fi�rnish to
AMBAC Indemnity:
(a) as soon as practicable after the filing thereof, a copy of any financial statement of the Issuer
and a copy of any audit and annual report of the Issuer;
{b) a copy of any notice to be given to the registered o«�ners of the Bonds and any certificate
rendered pursuant to this [Finar►cing Document] relating to the security for the Bonds; and
(c) such additional information it may reasonably reyuest.
B. The Issuer witl permit AMBAG Indemnity to discuss the affaies, finances and accounts of the
Issuer or anv information AMBAC Indemnity may reasonably request regarding the security for
ihe �ontis ��ith appropriate officers of the Issuer. The Trustee or Issuer, as appropriate, �rill
permitl�M$AC Indemnityto [have access to the Project and] have access to and to make copies of
all books and records relating to the Bonds at any reasonable time.
�. NoRvithsYanding ary oiher provision of ihis [Financing Document], the Trustee shalt
immediateiv notify AMBAC Indemnity if at am� time there are insufficient moneys co make any
pa}�tnenYs of principai and interest as required and immediately upon the occurrence of (i) any event
of default hereunder or (ii) any payment default under any related security agreement.
i7. To Yhe extent tl�t the Issuer has entered into a continuin� disclosure agreement «7th respect to
the �tonds, AP�hBAC Indemnity shal! be included as pam� to be notified.
*or ap�sopriate obligor on the �onds.
�esv�u.-fio.7 /1/v 96-�f�
4
� ,-�.
EXHIBIT D
PAYMENT PROCEDURE PURSUANT TO THE SURETY BOND
The foilow�ing language sets out standard procedure for pa}Tnents under the SureR� Bond.
Mcxiifications should be made to take into account definitions used in the Financing Document
(e.g. Debt Service Reserve Fund, Revenues, Additional Funding Instrument). Specific or different
pa}�nent procedure required by the Financing Document must be discussed ��ith AMBAC
Indemniry.
�,. As long as the Surety Bond shall be in full force and effect, the Issuer, Trustee and Paying
Agent, if appropriate, agree to comply with the following provisions:
(a) In the event and to the e�ctent that moneys on deposit in the Fund/ Account,
plus all amounts on deposit in and credited to the [Debt Secvice Reserve Fund] in excess of the
amount of die Surety Bond, are insufficient to pay the arr►ount of principal and interest coming due,
then upon the later of: {i) one ( t) day after receipt by the Geaeral Counsel of AMBAC of a demand
for payment in the fornt attached to the Surety Bond as Attachment 1(the "Demand for
Paycneni"), duly executed by the Paying Agent certifying that payment due under the [Financing
Documentj has not been made to the Paying Agent; or (ii) the pavment date of the Obligations as
specified in the Demand for Payment presented by rhe Paying Agent to the General Counsel of
AMBAC, AMBAC will make a deposit of funds in an account �vith the Paying Agent or its
successor, in Ne�v York, New York, sufficient for the pa��nent Yo the Pa}•ing Agent, of aznounts
�shich are then due to the Paying Agent under the [Financing Document] (as specified in the
Demand for Payment) up to but not in eYcess of the Surety Bond �overage, as defined in the
Surety Bond; provided, however, ihat in the even[ [hat the amount on deposit in, or credited to, the
[I3ebe Service Reserve Fund], in addition to the amount available under the Surety Bond, includes
amounts available under a letter of credit, insurance polic��, surety bond or other such funding
insirument (the "Additional Funding Instrument"), dra�vs on the Surety Bond and the Additional
Fundin� InsYrurnent shall be made on a peo rata basis to fund the insuffcciency.
(b) the Trustee, oc Pnying Agent, if appropriate, shall, after submitting to �.MBAC Indemnity the
Demand for Payment as provided in (a) above, make available to AMBAG Indemnity all records
relating to ttse Funds and Accounts maintained under this (Financing Document).
(c) the Truste�, or Pa��ing Agent, if apprapriate, shall, upon receipt of mone}s received from the
dra�v on the Surety Bond, as spccified in the Demand for Pa}-ment, credit the Debt Service Reserve
Fund to the sx4ent of moneys received pursuant to such Demand,
(d) the [T3ebt Service Reserve FundJ shall be replenished in the follo�ving priority: (i) [principal
and '►nterest on the Surety Bond shall bc paid from first availabie Revenues] [principnl and interest
on the Surety Bond and on the Additional Funding Instrument shall be paid from first availabie
Revenues on a pro rata b:�sisJ; (ii) after all such amounts are paid in full, amounts necessan� to
fund the [Debt Service Reserve FundJ to the requircd level, a8er taking into account the amounts
available under the Surcty Bond [and the Additional Funding InstrumentJ shall be deposited from
next available Revenues.
��so/u,�i�n No� 9�O-�
5
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EXHIBiT E
OFFICIAL STATEMENT DISCLOSURE FOR
AMBAC INDEMNITY CORPORATION SURETY BOIYD
Security For'ihe Bonds
�ebt Service Reserve Fund AMBAC Indemnity Surety Bond
0
The [Financing Document] requires the establishment of a Debt Secvice Reserve Fund in an
amount equal to $>. The [Financing Document] authorizes the lssuer to obtain a Surety Bond in
place of fully fundin� the Debt Service Reserve Fund. Accordingly, application has been made to
r1MBAG Yndemnity Corporation ("AMBftC Indemnity") for the issuance of a Surety Bond for the
purpose of funding [a portion of] the Debt Service Reserve Fund (see "THE [Financing
DocumentJ >" herein). The Bonds �vill only be delivered upon the issuance of such Surett� Bond.
The premium on the Surety Bond is to be fully paid at or prior to the issuance and delivery of the
Bonds. The Surety Bond provides that upon the ]ater of (i) one {1) day after receipt by AMBAC
Indemnity of a demand for pa}Tnent executed by the Paying Agent certif}ing that provision for the
payanent of principal of or interest on the Bonds �vhen due I�as not been made or (ii) the interest
payment date specified in the Demand for PayTnent submitted to AMBAC Indemnity, AMBAC
Indemnity will peomptly deposit funds with the Paving Agent sufficient to enable the Paying Agent
to make such payments due on the Bonds, but in no event exceeding the Surety Bond Coverage, as
defaned in the Surety Bond.
T'ursuant to the terms of the Surety $ond, the Surety Bond Coverage is automatically reduced to
the extenl of each payznent made by AMBAC Indemnity under the terms of the Surety Bond and
the Issuer is required to reimburse AMBAC Indemnity for am� dra��•s under the Surety Bond tvith
interest at a market rate. Upon such reimbursement, the Sureh• Bond is reinstated to the extent of
each prin�ip�l reimbursement up to but not exceeding the Suret}• Bond Coverage. The
reimbursement obligation of the Tssuer is subordinate to the Issuer's obligations �cith respect to the
Bonds.
In the event the amount an deposit, or credited to the Debt Service Reserve Fund, e�ceeds the
amount of the Surety Bond, any� dra�v on the Surcty Bond shall be made only aRer all the funds in
the Debt Service Reserve Fund have becn expcndcd. In the event that the amount on deposit in, or
credited to, the [Debt Service Reserve Fund], in addition to the amount available under the Surety
Bond, includes amounts availnble under a Ietter of credit, insurance polic��, surety bond or other
such fi.�nding instrument (the "Additional Funding Instrument"), dra�cs on the Surety Bond and the
Additional Funding lnstrument shall be made on a pro rata basis to fund the insufficiency. The
[Financing Document] provides that the [Debt Service Reserve Fund] shall be replenished in the
foUowing priority: {i) [principal and interest on the Surety Bond shall be paid from first available
Iievenues] [principal and interest on the Surety Bond and on the Additional Funding Instrument
shail be paid from first available Revenues on a pro rata basis]: (ii) after all such amounts are paid
in full, amounts necessarv to fund the [Debt Service Reserve FundJ to the required level, after
t�.ing into aecount the amounts availabie under the Surcn� Bond [and the Additionnl Funding
Instrucnentj shall be deposited from ne�t available Revenues.
The Surety Bond does not insure against nonpa�Tnent caused b�� the insolvency or negligence of the
Trustce or the Paying Agent.
?esolu,fion No- �1�a-��
6
.�
AMBAC INDEMNITY CORPORATION
AMBAC Indemniry Corporation (` AMBAC Indemniri•'� is a Wisconsin-�lomiciled stock insurancc
corporatian reguIated by the Office of the Commissioncr of Insurance of thc Stau: of Wisconsin and
licensed to do business in 50 states, the District of Columbi� �hc Temtory of Guam ar�d thc
Commomc�slth of Puerto Rico, with admitted assets of approximlteh� 52.�30.000.000 (unauditcd) and
statutory capita! of a�pro.rim3tely $1.387,000,000 (unaudiccd) as of M11arch 31. 1996. Statuton•
capitzl consists of AMBAC Indemnity's policyholders' surplus and statuton� contingency reserve.
AMBAC Indemnity is a�ti�holly owned subsidiarv of AMBAG Inc., a 100%a publicly-held company.
Staitdard & Poor's Ratings Services, a division of The McGra�s-Hill Companies, Inc., Mood}•'s
Investors Service and Fitch Investors Service, L.P, have each assigneri a triple-A claims-pa}�ing abiliN
racing to AMBAC Indemnity.
AMB�C indemnity has entered into pro rata reinsurance agreements under ��•hich a percentage of
Ehe insucance underwritten pursuant to certain municipal bond insurance programs of AMBAC
Indemnity has been and k�ll be assumed by a number of foreign and domestic un�liated
reinsurers.
AMBAC dndemr►ity has obtained a ruling from the Internal Revenue Service to the effect that the
insuring of an obfigation by AMBAC Indemnitv �vill not affect the treatment for federal income tax
purposes of interest on such obligation and that insurance proceeds representing maturing interest
paid by A1VI�AC �ndemnity under policy provisions substantially identical to those contained in its
municipal bond insurance p�licy shall be treated for federa! income tax purposes in the same
manner as if such payments �cere made by the issuer of the Bonds. [THE FOLLOWI�'G MUS"I'
BE INCLLTIDEI3 il� ANNUAL APPROPRIA'TION LEASE TIL�►NS�CTION: No
representation is made by A1VI�AC Indemnity regarding the federal income tax treatmen[ of
pa}�ments that are made by AMBAC Indemnity under the terms of the Policv due to
nonappropriation of funds b}• the LesseeJ �
t�MBA�C Indemnity makes no representation regarding the Bonds or the advisability of investing in
the Bonds and mal:es no representation regarding, nor has it participated in the preparation of, the
Official Statement other than the information supplied by AI�{BAC Indemnitt• and presented under
the heading °` ",
Ab''AiL.�,�d.E INFORM,�TiON
The parent coinpany of AMBAC Indemnity, AMBAC inc. (the `'Compam�"), is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act'�, at�d in accordance there�cith files reports, proxy statements and other information with the
Sec�rities and Exchange Commission (the `Commission"). Such reports, proxy statements and
other information may be inspected and copied at the public reference facilities maintained bv the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20�49 and at the Commission's regional
ofi�ces at ? World Trade Center, New York, New York 10048 and North��•estern Atrium Ccnter,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copics of such material can be
obtained from the public reference section of the Commission at 450 Fifth Strcet, N.W.,
4Vashington, D.G. 20549 at prescribed rates. In addition, the aforementioned mntcrial mav also be
inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE") at 20 Broad Strcet,
Netv York, New York 1000�. The Company's Common Stock is listed on the NYSE.
�eso/u-��o�, �Vo� 96 —�f `f
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0
Copies of AMBAC Indemnity's financial statemcnts prcpared in accordance «�th statutory
accounting star►dards are available from AMBAC [ndemnity. The address of AMBAC Indemnity's
administrative offices and its tclephone numbcr arc One State Street Plaza, 17th Ftoor, New York,
Ne�v York, 10004 and (212) 668 0340.
II+IC�DRPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The follo�tiv�g documents filcd by the Company �vith the Commission {File No. 1-10777) are
incorporated by reference in this Qfficia! Statemenr
(1) The Company's Annual Report on Form 10-K for the fisca] year ended Dec�ember 31, 149�
and filed on April 1, 1996;
(2) The Compan}�s Cunent keport on Form 8-K dated January 31, 1996 and filed on
1 ebn�ary 2�, 1996;
(3) The Company's Current Report on Form 8-K dated March 13, 1996 and filed on
lYYarch 14, 1996; and
(4) 'I'he Company's Current Report on Form 8-K/A, First Amendment ta Current Report
nn Fo�rn 8-K dated Iviarch 13, 1996 and filed on March 15, 1996.
All do�uments subsequendy filed bv the Company pursuant to the requirements of the E�change Act
after the date of this Qfficia! Statenient ��ill be available for inspection in the same maru�er a� dsscribed
above i�n "r�1�AILA�LIE INFORiVYATIQI�t".
. �esolu`fi�oh No- 9�0-��
� s
�
E�HIBIT F
FORM OF ANiBAC 1NDEMNITY OPINION
>, 199
Ladies and Gentlemen:
�.
This opinion has been reqaested of the undersigned, a Vice Presiden[ and an Assistant General
Counsel of AMBAC Indemnin� Corporation, a Wisconsin stock insurance compam• ("AMBAC
Indemniry"), in conneciion ��ith the issuance by AMBAC Indemnih� of a certain Surer�� Bond,
effective as of the date hereof (the "Surety"), guaranteeing payment of an amount equal to $> into
the Debt Service Reserve Fund for the >, dated >(tha "Bonds").
In connecGon with my opinion herein, I have ew�mined the Surety, such statutes, documents and
proceedings as I have considered necessary or appropriate under the circumstances to render the
%iloe��ng epinion, includin�, �b�ihout limiting the generality of the foregoing, certain statements
co�ttained en the Official Statement of the Issuer dated >, 199� relating to the Bonds (the
"Off'icial SYatement") under the he�adings ">" and ">".
Based vpon the foregoing and having regard to legal considerations I dcem rclevant, I am of the
opinion that:
L. AM�AC Indemnin• is a stock insucance company duly organized and validh� existing under the
lab��s of the State of Wisconsin and dulv qualified to conduct an insurancc business in the State of
>
2. AMBAG Indemnin• has full corporate po���er and authority to execute and deliver the Sureh• and
the Sureh� h�s been duh� authorized, executed and delivered by AMBAC Indemnit}� and constitutes
a le�al, valid a�d binding obligation of AMBAC Indemnitv enforceabte in accordance �rith its
terms except to the extent that the enforceability (but not the validin•) of such obligation may� be
limited by any applicable bankruptev, insolvency, liquidation, rehabilitation or other similar la��� or
enactment no�v or hereafter enacted affecting the enforcement of creditors' rights.
3. The execution and delivery b�� AMBAC Indemnit�� of the Surety �cill not, and the consummation
o£ the transactions contemplated thereby and the satisfaction of the tcrms diereof will not, conflict
��-ith or result in a breach of any of the terms, conditions ar provisions of the Certificate of
Incorporation or By La���s of r�MBAC Indemnih•, or an�• restriction containcd in an}• contract,
agreement or instrument to ���hich AMBAC Indemnity is a party or b�� �rhich it is bound or
constitute a default under any of the foregoing.
4. Proceedings legallv required for the issuance of the Surety have been taken by AMBAC
Indemnity and licenses, orders, consents or other authorizations or approvals of any governmental
boards or bodies legally rcquired for the enforceability of the Surery hnve been obtained: any
proceedings not taken and any licenses, authorizations or approvals not obtained are not material to
dte enforceabiliry of the Surety. •
�R�sol�ion No. 96-�f �
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5. The statements contained in the Official Statcmcnt under thc heading `'>," insofar as such
statements canstitute summaries of the matters rcferred to therein, accuratety rcflect and fairl��
present the infomiati�on purpoRed ta be sho��� and, insofar as such statcmcnts describe AMBAC
Indcmnity, fairly and accuratety describe AMBAC Indemnin�.
The opinions expressed herein are solely for your benefit, and may not be relied upon
by any other person.
Very truly your�,
Vice President and
Assiseant General Counsel
�3esolu�ion Na� 96-`��
10
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EXHIBIT G
SURETY CERTIFICATE OF BOND INSURER
AMBAC Indemnity Corporation ("AMBAC") is issuing a surery bond (the "Suret�� Bond")
guaranteeing pa}�nent of an amount equal to $> to fund the Bond Reserve Requirement (as defined
in the Surety Bond) established �vith regard to >(the "lssuer") >, dated >(the "Bonds").
On behalf of AMBAC, the undersigned hereby certifies that:
(i) the Surety Bond is an unconditianal and recourse obligation of AMBAC to pay the
schedu{ed payTnents of interest and principal on the Bonds in the event a draw on the Reserve Fund
is required under the {Resolution/Indenture} and the amount credited to such Fund is insufficient
to make such payment (up to but not in escess of the Suretv Bond Coverage as defined in the
Surety Bond);
(ii) the premium of $> for the Surety Bond was determined in arm's length negotiations in
accorciance d�ith our standard procedures, is required to be paid as a condition to the issuance of
the Surety Bond, and represents a reasonabie charge for the transfer of credit risk;
(iii} no portion of such premium represents a payment for any direct or indirect services
ather than the 8ransfer of credit risk, including costs of undenr�riting or remarketing the Bonds or
the coss o� insurance for casuaity of Bond financed property;
(iv) we are not co-obligors on the Bonds and ��•e do not reasonabl}� expect that we ���ill be
calted upon to make any paymeni under the Surery Bond; and
{v) the Issuer is not entitled to a refund of any portion of the premium for the Sureh� Bond
us the evznt thaY the Bonds are retired prior to their stated maturity.
Il�t �dI'd'NESS WHEREOF, AMBAC Indemniry Corporation has caused this cenificate
to be esecuted in its name on this > day of >, 19> by one of its officers duly authorized as of such
date.
AMBAC INDEMNITY CORPORATION
Bv:
. >
Vice President and
Assistant General Counsel
��'ol u;�i on lI la• 9b ���
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EXHIBIT H
SURETY BOND
AMBAC Indemnity Corporation
One State Street Plaz�s
New York, New York 10004
Telephone: (212) 668-0340
Policy No. SB BE
AMBAC Indemnity Corporation ("AMBAC"), in consideration of the pa}�nent of the premium
and subject to the terms of this Surety Bond, hereby unconditionally and irrevocably guarantees the
full and complete payments which are to be applied to pa}ment of principal of and interest on the
Obligations (as hereinafter defined) and �vhich are required to be made by or on behalf of the (the
"Obtigor'� to (the "Paying Agentl['rustee") as such pa}Tnents are
due by the 061igor but shall not be so paid pursuant to a resolution of the City Council of the
461igor autftorizing the issuance of $ (the "Obligations") of said city and providing the
terms and conditions for the issuance of said Obligations (the "Resotution/Indenture/Ordinance");
pro�rided ihat the amount available at any par[icular time to be paid to the Paying Agent under the
terms hereof shall not exceed the Surety �ond Coverage, defined herein as the lesscr of $
ar the [Debi Service Reserve Fund Requirement for the Obligations, as that term is defined in the
Resolution] (the "Reserve Requirement"). The Surety Bond Coverage shall be reduced and may
be reinstaLed from time ta time as set foRh herein.
I, As used k�erein, the term "O�mer" shall mean the registered owner of any Obligation as
indicated in the books maintained by the applicable paying agent, the Obligor or an� designee of
the �bligor for such purpose. The term "Ouner" shall not include the Obligor or am� person or
entity �shose olaligntion or obli�ations by agreement constitute the undcrl��ing securih• or source of
pa�'cnent of the Obligations.
2. Upon the later of: (i) one (1) day after receipt by the General Caunscl of AMBAC of a dcmand
for pa�•►nent in the fonn attached hereto as Attachment 1(the "Demand for Pa}mient"), duly
executed by the Pa}•ing Agent certif��ing that pa}-ment due as required b�• the Resolution has not
b�en made to the Faying Agent; or (ii) the pa}ment date of the Obligations as specified in the
Demand for Payznent presented by the Pa}•ing Agent to the General Counsel of AMBAC, AMBAC
«71L make a deposit of funds in an account ��•ith the Paying Agent or its successor, in [City/State]
sufficient for the pay�nent to the Paying Agent, of amounts �chich are then due to the Pa}•ing Agent
{as specified in the Demand for Pn}ment) up to but not in excess of the Surety Bond Coverage.
3. Dsmand for Pa}Tnent hereunder may be made by prepaid telecopy, telex, or tclegram of the
eyccuted llemand for Payment c% the General Counsel of AMBAC. tf a Demand for Pavment
made hereunder does not, in any instance confortn to the terms and conditions of this Surety Bond,
AMBAC shall give notice to the Pa�7ng Agent, as promptl�� as reasonabl}� practicable that such
bemand for Pa�lnent a�as not eE%ctcd in accordance �vith the tcrms and conditions of this Surety
Ban�i �nd bnefl}� state the rcason(s) thcrefor. Upon being notificd that such Dcmand for Pay�rnent
was not eff�cted in accordance �vith this Suren Bond, the Pa��ing Agcnt ma�• attumpt to conect any
such nonconfomung Demand for Pa��rnent if, and to the ext�nt that, thc Pa��ing A�ent is entiticd
and able to do so.
�e�lu.�ian Nd q� � ��i
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4. The amount payabie by AMBAC under this Surcty Bond pursuant to a Demand for Pa}Tnent
shall be limited to thc Surety Bond Coverage. The Surcty Bond Coverage shall be reduced
automatically to the extcnt of each pa}�ment made by AMBAC hereunder and ���il( be reinstated to
the extent of each rcimbursement of AMBAC by the Obligor pursuant to Article II of the Guarann�
Agreement, dated as of the date of the Obiigations, by and be�reen AMBAC and the Obligor (the
"Guaranty Agreement"); provided, that in no event shall such reinstatement exceed the Surety
Bond Coverage. AMBAC �ti•ill notify the Paying Agent, in «•riting ��ithin five (�) da}�s of such
reimbursement, that the Surety Bond Coverage has been reinstated to the extent of such
reimbursement pursuant to the Guarantv Agreement and such reinstatemen[ shall be effective as of
the date AMBAC gives such notice. The notice to the Paving Agent ���ll be substantially in the
form attached hereto as Attachment 2. The Surety Bond Coverage shall be automatically reduced
to the extent that the Reserve Requirement for the Obligations is lowered or reduced pursuant to
the terms of the Resolution.
5, Any service of process on AMBAC may be made to AMBAC or the office of the General
Counsel ofAMBAC and such service of process shall be valid and binding as to AMBAC. During
the term of its appointment, General Counsel ��711 act as agent for the acceptance of service of
process and its offices are tocated at One Stste Street Piaza, New York, Ne�v York 10004.
6. This Surety Bond is noncancelabte for any reason. The term of this Suret�� Bond sha(1 e�pire on
the earlier of (i) (the maturity date of the Obligations) or (ii) the dnte on �ti•hich the
Obligor, to the satisfnction of AMBAC, has made all payments requircd to be made on the
Qbfigations pursuant to the Resolution. The premium on this Surety Bond is not refundable for
any rcason, inctuding the pa}Rnent prior to maturih� of the Obligations.
7. This Surety Bond shall be govemed by and interpreted under the la���s of the State of Wisconsin
[or l�Yin�esota, ti/ermont, North Caro{ina, South Carolina or Washington, for financings in
those states], and any suit hereunder (seeking specific performance, for financongs in Florida] in
connection �vith any pa}�nent may be brought only by the Paying Agent ��ithin one year (two years
en PVlinnesotA, three years in Maryland, five years in Kansas and five years in Florida] after (i)
a Demnnd for Payment, with respect to such paym�ent, is made pursuant to the terms of this Surety
Bond and AMBAC has faited to make such pa}�nent or (ii) payTnent �vould othen��ise have been
due hereunder but for the failure on the part of the Paying Agent to deliver to AMBAC a Demand
for Pa}Tnent pursuant to the terms of this Surety Bond, ���hichever is earlier.
�. �ne o;Fthe follor��ing paragraphs may apply:
ADDITIONr�.i.. PARAGRAPH FOR CALIFORNIA TRANSACTIONS:
In the event thnt AMBAC Indemnity �cere to become insolvent, an}• claims arising undcr the Surety
Bond tcould be excluded from coverage by the CaGfornia Tnsurance Guarant�• Association,
established pursuant to the la��{s of the St�te oF Califomia.
AIiDI'iiOl�tAL PARr10Etr�►PH FOR NE�V YORK TRAIVSACTIONS:
The insuranee proitided b� the 5ureh• Bond is not covercd bv the prop�rt��/casualt�� insurancC
secunn• fund spccificd bv thc insurartce la��s of the State of Nc�v York.
'��,� j�on lll0 9��'��
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ADDITIONAL PARAGRAPH FOR FLORIDA TRANSACTIONS:
�
The insurance provided by the Surety Bond is not covered b�• the Florida Insurance Guarant�•
Association.
IIV W6TNE�S WHEREO�, AMBAC has causcd this Suren• Bond to be executed and attestcd on
its behalf this day of , 19 .
Attest:
Assistant Secretary
,�
AMBAC Indemnity Corporation
Bv:
Vice President and
Assistant General Counsel
8v:
(Countersignature Agent, if applicable)
�;'�solu�ian �lo. �l6-���
14 .
Attachment 1
Surcty Bond No.SB BE
DEMAND FOR PAYMENT
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
Atteniion: General Counsel
19
.—..
Refe�ence is made to the Surety Bond No. SB BE (the "Surety Bond") issued by AMBAC
Indemnity Corporation ("AMBAC"). The terms which are capitalized herein and not othenvise
defined have the meanings specified in the Surety Bond unless the contest othenvise requires.
The Pa}7ng Agent hereby certifies that:
(a) Pa�ment by the Obligor to the Paying Agent �vas due on [a date not (ess than one (1 }
day prior ta the applicable payment date for the ObligaYions] under the
, attiched hereto as Exhibit A, in an amount equal to $ (the
"Amount Due"). The Amount Due is payable to the O��ners of the Obligations on
(b) $ has been deposited in the [fund/account] from mone}•s paid by the Obligor
or from other funds legally available to the Paying Agent for pay�nent to the O��ners of the
Obligations, which amount is $ less d�an the Amount Due (the "Deficiency").
(c) The Paying Agent has not heretofore made demand under the Surety Bond for the Amount Due
or an;� portion thereof,
The Pa�ing Agent hereby requests that payment of the Deficiency (up to but not in excess of the
Surety Bond Coverage) be made by AMBAC under the Surety Bond and directs that pa}znent
under the Surety Bond be made to the fotto�r�ng account by bank �vire transfer of federal or other
immediately availnbie funds in accordance �tirith the terms of the Sureh� Bond:
Account]
[PAYIMG AGENT]
Bv:
Its:
[Pa�•ing Agent's
�esnlu�tion No. 96-�f `�
15
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Attuchment 2
Suren� Bond No. SB BE
NOTICE OF REINSTATEMENT
, 19
[Paying Agent]
[AddressJ
Reference is made to the Surety Bond 1Vo. SB BE (the "Surety Bond") issued by AMBAC
Indemniry Corporation {"AMBAC"). The terms «•hich are capitalized herein and not othenvise
defined have Yhe meanings specified in the Surety Bond unless the conte.�ct athenr�se requires.
AP1t$AC hereby delivers notice that it is in receipt of payment from the Obligor pursuant to Article
IY of the Guaranty Agre�ment and as of the date hereof the Surecy Bond Coverage is $
subject t�o a reduction as ihe Reserve Requirement for the Obligations is lo���crcd or rcduced
pursuant to the terms of the Resolution.
ANiB�C dNi3ENItYITY CORPORa►TIOIY
Attcst: Bv:
Title Tide
�es�lu-fton lUa. 9�'yy
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EXHIBIT I
GUARANTY AGREEMENT
GUARt},NTY AGREEMENT dated as of , 19 by and bern�een
, a public body corporate organized and existing under the la��•s of the State of (the
"Obligor'�; and AMBAC INDEMNITY CORPORATION ("AMBAC"), a Wisconsin domiciled
stock insursnce company.
WYTNESSETH:
i�IH�fftEA5, the Obligor has or ��711 issue (the "Obligations"); and
&�/�-iETi�AS, AI4IBAC �ti1il issue its Surety Bond (the "Surcty Bond"), substantially in
the form set forih in Annex A to this Agreement, guaranteeing certain pa��cnents by the Obligor
subject to the terms and limitations of the Surety Bond; and
i�l�iEltEr�S, to induce A1LiBAC to issue the Surety Bond, the Obligor has agreed to pay
the premium for such Surety Bond and to reimburse AMBAC for all payments made by AMBAC
under 4he Surety Bond from Legally Available Funds, all as more fully set forth in this Agreement;
and
iVHEREAS, the Obiigor understands that AMBAC expressly requires the delivery of this
Agreement as part of the consideration for the execution by AMBAC of the Surety Bond; and
NO'�i�, 7LHEIdE�ORE, in consideration of the premises and of che agreements herein
contained and of the execution of the Surety Bond, the Obligor and AMBAC agree as follo�rs:
ARTICLE d
DEFIIYITIONS; SURETY BOND
SecYion 1.01. Definitions. Except as othe��-ise expressly provided herein or unless the conte�ct
othen��se requires, the terms ��hich are capitalized herein shall have the meanings specified in
Annex B hereto.
Sec�ia►r I.02. �i�retv Bond.
(a) �.MBAC will issue the Surery Bond in accordance ��•ith and subject to the terms and conditions
of the Commitment.
(b) The ma.�cimum liabilit}� of AMBAC under the Surety Bond and the coverage and term thereof
shatl be subject to and limited by the Surcty Bond Coverage and the terms and conditions of the
Suretv Bond.
�esalu�iDn 1 �o. 9�'`��
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(c) Pa}�cnents made under the Surety Bond «•ill reduce the Surety Bond Coverage to the cxtent of
that paytnent, provided that the Surety Bond Covcrage shall be automatica(ly reinstated to the
extent of the reimbursement of principal by the Obligor of an}• pa�Tncnt made by AMBAC.
Ah1BAC shall notify the Paying Agent in �eriting no latcr than thc fifth (�th) da�� follou•ing the
reimbursement by the Obiigor that the Surery Bond has been rcinstated to the extent of such
reimbursement.
Section 1.03. Premium. In consideration of AMBAC agreeing to issue the Surety Bond
heceunder, the Obligor hereby agrees to pay or cause to be paid from Legally Availabte Funds the
pramium set forth in the Commitrnent.
Section 1.Oa. Certain Other Expenses. The Obligor will pay alt reasonable fees and
disbursements of AMBAC's counsel related to any modification of this Agreement or the Surety
Boad. -
�►RTICLE II
REIli4BUfl25Eb�iEN'I' OBLIGAT[ONS OF QBLTGOR AND SECURITY THEREFORE
Section 2.01. Reimbursement for Pa��ments Under the Suren� Bond and Exnenses.
(a) 'I'he Obligor will reimburse AMBAC, from Legally Available Funds within the
Reimbursement Period, ���ithout demand or notica by AM�AC to the Obligor or any other person,
to the exient oi each 3uretti� Bond Pa}�ment ��•ith interest on each Sureh• Bond Fa�ment from and
including'the date made to tl�e date of the reimbursement by the Obligor at �he Effective Interest
Ra.te. The Obligor agrees that it shnll mal:e monthly level principal repa}ments for each 5urety
Bond Payment during the Reimbursement Period. Interest on each Suren• Bond Pa}�nent shnll be
paid monthly during the Reimbursement Period. To the extent that interest pa}�nents due
hereunder are not paid on a mnnthly basis, or are not paid as each principal repa.�nent is made,
interest shall accrue on such unpaid amounts at a rate equal to the Effective Interest Rate.
(b) Tl�e Obligor also agrees to reimburse AMBAC, from Legally Available Funds, immediately
and unconditionallv upon demand for at( reasonnble expenses incurred b}• AMBAC in connection
e��ith the Surery Bond and the enforcement bv AMBAC of the Obligor's obligations under this
Agreement together �ti�th interest on all such expenses from and including the date ��•hich is 30 da}�s
from the date a statement for such expenses is received b�• the Obligor incurred to the date of
pa}�ment at the rate sc[ forth in subsection (a) of this Section 2A l.
Section 2.02. Allocation of Pa�znents. AMBAC and the Obligor hereby agree that each
r�pa}ment of principal received by AMBAC from or on behalf of the Obligor as a reimbursement
to AMBAC as required by Section 2.01(a) hereof shall be applied to reinstate all or a portion of
the Surety Band Coverage to the extent of such rcpa}ment. Any interest pa}•able pursuant to
Section 2.01(a) hercof shnll not be appGed to the rcinstatement of an�� portion of the Surety Bond
Co��erage.
�PSo/�� on l�o. 9b—'�
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Section 2.03. Securitv for Pa«nents• Instrumcnts of Furthcr Assurancc. To the e�tent, but only to
the extent, ti�t the Rasolution, pledges to the Onaers or any pa}�ing agent therefor, or grants a
security interest or lien in or on any collatcral propem�, revenue or other pa}�ments ("Collateral
and Reveaues") in order to secure the Obligations or provide a sourcc of pa}•ment for the
Obligations, the Obiigorhereby granu to AMBAC a security interest in or licn on, as the case may
be, and pledges to AMBAC all such Collatera! and Revenues as security for pa}�ment of all
amounu due hereunder, wh'sch security interest, lien and/or pledge created or granted undcr this
Sectian 2.03 shall be subordinate only to the interests of the O���ners and any paying agent therefor
in such Collaterat and Revenues. The Obligor agrees that it �b�ill, from time to time, execute,
acknowleslge and deliver, or cause to be executed, acknowledged and delivered, any and all
fcnancing statemenu, if applicabie, and all other further instruments as may be required by la�v or
as shall re3sonably be requested by AMBAC for the perfection of the security interest, if any,
gr.nnted under this Section 2.03 and for the preservation and protection of ail rights of AMBAC
under this Section 2.03.
Section 2.04. Unconditional Obli a� tion. The obli$ations of the Obligor hereunder are absolute
and uncanditional and witl be paid or performed strictly in accordance ��7th this Agreement,
irrespective of:
(a) any lack of validity or enforceability of, or any amendment or other modification of, or rvaiver
with respect to the Resolation or the Obligations;
(bJ� any exchange, release or nonperfection of any securiN interest in prope►ty securing the
Obtigaiions or this Agreement or any obligatioqs hereunder,
(c) any circumstances �vhich might othern�ise constitute a defense available to, or discharge of, the
Qbiigor �vith respect to the Obligations;
{d) «•hether or not such Obtigations are contingent or matured, disputed or undisputed, liquidated
or untiquidated.
AR'TdCLE IIi
EVENTS OF DEFAULT; REMEDIES
�ection 3.01. Events of Defnult. The fbllo��•ing events shali constitute Events of Defaulf
hereunder:
(a) The Obligor shall fail to pay to AMBAC any amount payable under Sections 1.04 and 2.0!
licreof and such failure shnll have continued for a period in excess of the Reimbursement Period:
(b) Any matenal represcntation or ���arranty made by the Obligor hercunder or under the
Resolution or any statement in the application for the Sureri• Bond or any report, certificate,
financial statement or other instrumcnt provided in connection t�•ith the Commitment, the Sureh�
Bond or here«ith shnll have been material�y false at the time ���hcn made:
�solu�ion No. 96 ��
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{c) Except as othenvise provided in d�is Section 3.01, the Obligor shall fail to perform any of its
other obligntions under this Agreement on c�reundcr, providcd that such failure continues for more
than thirty (30) da}•s after receip[ by the Obligor of notice of such failure to perform:
(d) The Obligor shall (i) voluntarily commence am• procceding or file am• petition seeking relicf
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcc•,
insolvency or similar la�v, (ii) consent to the institution of, or fail to controvert in a timcly and
appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or
consent to the appointment of a receiver, paying ageni, custodian, sequestrator or similar official
for ihe Obiigor or for a substantial part of its propertv, (iv) file an ans��•er admitting the material
allegaiions of a petition filed against it in any such proceeding, (v) make a general assignment for
the benefit of creditors, (vi) become unable, admit in ��•riting its inability or fail generall}� to pay its
debts as fhey become due or (vii) take action for the purpose of effecting any ofthe foregoing; or
(e} .�n involuntary proceeding shalt be commenced or an involuniary petition shall be filed in a
court oicompetent jurisdiction seeking (i) relief in respect of the Obligor, or of a substantial part of
its property, under the United Siates Bankruptcy Code or an}� other Federal, state or foreign
bankruptcy, insolvency or similar !aw or (ii) the appointment of a receiver, pa}•ing agent,
custodian, sequestrator or similar official for the Obligor or for a substantial part of its propcm�:
and such proceeding or petition shall continue undismissed for sixty (60) da�•s or an order or dccrcc
approving or ordering any of the foregoing shall continue unstayed and in effect for thirty (30}
days.
5ection 3.02. Remedies. If an Event of Default shall occur and be continuing, then AMBAC ma��
take �vhafever action at la�v or in equity m�y appear necessary or desirable to collect the amounts
Chen due ar�d thereaRer to become due under this Agreement or an}� related instrument and any
obligation, agreemen[ or covcnant of'the Obligor under this Agrcement: provided, ho�sever, that
AIvIBAC mav not take anv action to direct or require acceleration or other enrh� redemption of the
�Jbligations or adversely affect thc rights of the O��ners. Al( righu and remedies of AMBAC
under this Section 3.02 are cumulative and thc e�crcise of an}• onc rcmed�• does not preclude the
exercise of one or more of the other available remedics.
ARTICLE IV
SETTLEMENT
AIVIBAC shall have the exclusive right to decidc and determine whethcr an}• claim, liabilin�, suit or
judement made or brought against AMBAC, the Obligor or any other party on the Surety Bond
shall or shall not be paid, compromised, resistcd, defendtd, tried or appealed, and AMBAC's
decision thereon, if made in good faith, shall be final and binding upon the Obligor. An itemized
stntement of payments made by AMBAC, certified by an o�icer of AI�iBAC, or thc vouchcr or
vouchers for such payTnents, shall be prima facie evidence of the liabilit}� of the Obligor, and if the
Obligor fails to reimburse AMBAG, pursuant to subsection (b) of Section 2.O1 hercof, upon the
receipt of such statemcnt of pa}�nents, interest shall be computed on such amount from the dntc of
any payTnent made by AMBAC at the ratc set forth in subsection (aj of S�ction 2.01 hcreof.
�esol ufian Na. 9�0-�
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ARTICLE V
MISCELLANEOUS
Section 5.01. Computations. All computations of premium, interest and fees hereunder shall be
macie on the basis of the actual number of days elapscd over a year of 360 da}�s.
Section 5.02. Exercise of Riehts. No failure or delay on the part of AMBAC to esercise any
right, power or privilege under this Agreement and no course of dealing ben�•een AMBAC and the
Obiigor or any other party shall operate as a waiver of any such right, po�ver or privilege, nor shall
any single or partia! exercise of any such rieht, po�s�er or privilege preclude any other or further
esercise theeeof or the exercise of any other right, po�ver or privilege. The rights and remedies
herein expeessiy provided are cumulative and not exclusive of any righu or remedies which
AlY1BAC would othenvise have pursuant to law or equiYy. No notice to or demand on any party in
any case shail entitle such party to any other or further notice or demand in similar or other
circumstances, or constitute a�caivar of the right of the other party to any other or further action in
anv circumstances without notice or demand.
Section 5.03. Amendment and Waivec Any provision of this Agreement may be amended,
tvaived, supptemented, discharged or terminated only with the prior �r�ritten consent of the Obiigor
and AMBAC. The Obiigor hereby agrees that upon the written request of the Pa}�ing Agent,
AMBAC may make or consent to issue any substitute for the Surety Bond to cure any ambiguity
or forma! defect or omission in the Surety Bond ��•hich does not materialiy change the terms of the
Surety Bond nor adversely affect the riglits of the O��rers, and this A�reemcnt shall apply to such
substituted Surety Bond. AMBAC agrees to deliver to the Obligor and to the company or
compnnies, if any, rnting the Obligations, a copy of such substituted Suret�� Bond.
Section �.04. Successors and Assi�ns; Descriptive Headin�s.
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Obligor and AMBAC and
their respective successors and assigns; provided, that the Obligor may not transfer or assign any
or all of its righ¢s and obiigations hereunder n•ithout the prior written consent of AMBAC.
(b) The descriptive headings of the various provisions of this Agreement are inserted for
convenience of reference onh• and shail not be deemcd to af�ect the me�ning or construction of any
of the provisions hereof.
Section 5.05. Oxher Sureties. 1f AMBAC shall procure any othcr sureh• to reinsure the Surery
Bond, ihis Agreement shall inure to the benefit of such other surety, its successors and assigns, so
as to give to it a direct right of action against the Obligor to enforce this Agreement, and
"AMBAC," wherever used herein, shall be deemed to include such reinsuring suretv, as its
respective interests may appear.
Scction 5.06. Si¢nature on Bond. The Obligor's liability shall not be affected by its failure to sign
the Surety Bond nor by any claim that other indcmnity or sccurity �t•as to have becn obtained nor
by the reiease of any indemnitp, nor the rcturn or exchangc of an�� collatcral that ma}� have been
obtained
�eso�u.-�1Dr� iUtl. 9�-���4
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Section 5.07. Waiver. 'The Obligor �caives any defense that this Agreement was executed
subsequent to the date of the Surety Bond, admitting and covenanting that such Surery Bond �vas
executed pursuani to the Obligor's request and in reliance on the Obligor's promise to execute this
Agreement.
Section 5.08. Notices Reauests. Demands. E�cept as othen��se expressly provided herein, ail
«�ritten notices, requests, demands or other communicaeions to or upon the respective parties hereto
shall be deemed to have been given or made «•hen actualiy received, or in the case of teles or
teIecopier notice sent over a telex or a telecopier machine o���ned or operated by a pam� hereto,
�ehen sent, addressed as specified belo�v or at such other address as either of the parties hereto or
the Paying Agent may hereafter specify in «-riting to the others:
If to the Obligor: >
If to the Paying Agent >
If to AMBAC: AMBAC Yndemnity Corporation
One 3tate Sireet Plaza
17th Floor
Ne�v York, Ne�v York I0004
Attention: General Counsel
Section 5.09 Survival of Representations and Warranties. All representations, warra.nties and
ob(i�ations contained herein shall survive the execution and delivery of this Agreement and the
Surety Bond.
Section S.1Q. Governin� La�v. This Agreement and the rights and obligations of the patties under
this Agr<;emeni shalt be govemed by and construcd and interpreted in accordance �vith the la��•s of
ti�e State.
Section 5.11. Counterparts. This Agrecment may be eYecuted in any number of copies and by the
different patties hereto on the same or separnte counterparts, ench of which shall be deemed to be
an original instrument. Complete counterpares of this Agreement shxll be lodged �vith the Obligor
and AMBAC.
Section 5.12. Severabilitv. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
YN WITN�SS WHEREOF, cach of the parties hereto has caused a counterpart of this Agreement
to be duly executcd and delivered as of the date first above �critten.
(Seal)
Attestt B!'
Tide Tide
AtiiBAC INDEMNITY CORPORATION
Bt�
Title
�sal��� 1��. 9�-�
22
. � _a
ANNEX A - SURETY BOND
ANNE?C B
DEFINITIONS
For all purposes of this Agreement, except as othen�ise expressly provided herein oc unlcss the
conte�ct otherwise requires, all capitalized terms shall have the meaning as set out bclo���.
"Agreement" means this Guaranty Agreement.
"A11�1BAC" has the same meaning as set forth in the first paragraph of this Agreement.
"Collateral and Revenues" has the same meaning as set forth in Section 2.03 hereof.
"Commitment" means the AIv1BAC Commitment for Surety Bond in the form attached hereto as
Annex C.
"Debt Service Payments" means those payments required to be made b}• the Obligor ��•hich «till
be applied to pa}�nent of principal of and interest on the Obligations.
"Effective Interest Rate" means the lesser of d�e Reimbursement Rate or thc maximum rate of
inierest permitted by then applicable la�v; provided, ho�vever, that the Effcctive Interest itate shall
in no event be less than the interest rate on the Obligations.
"Event of DeFauli" shall mean those events of default set forth in Section 3.01 of this Agreement.
"Legaliy Available Funds" means any mone}�s lcgall}• available to the Obligor for the payment of
its obligations.
"Obligations" has the same meaning as set forth in the second paragrnph of this Agreement.
"Obligor" has the same meaning as set forth in the first paragra.ph of this Agreement.
"O��ners" means the registered o«�ner of any Obligation as indicated in the books maintained by
ihe applicable pa}�ing agent, the Obligor or any designee of the Obligor for such purpose. The term
"O�ti�ner" shall not 'snclude the Obligor or any person or entity «•hose obligation or obligations by
agreement constitute the underl}7ng security ar source of pa��►nent for the Obligations.
"Pa}ring Agent" means
"Reimbursement Period" means, «tith respect to a particular Suren� Bond Pa}ment, the period
commencing on the date of such Surety Bond Pa�ment and ending 12 months following such
Surety Bond Payment.
``Reimbursement Rate" means Citibank's prime rate plus h�•o (2) percent per annum, as of the
date of such Surety Bond Pay�nyent, said "pnme rate" being the rate of interest announced from
time to time by Cipbank, Nerv York, Ne�ti York, as its primc rate. Thc r�te of intcrest shall be
calculated an the basis of a 360 day ycar.
�esolu.-fr`On I�o, 9�'��
��
.. . . �
��
C
"Resolutiod' mcans
"State" means the State of
.��
"Sureh• Bond" mcans the surety bond issued by AMBAC substantiall}• in thc form attached to
this Agreement as AnneY A.
"Suretv Bond Coverage" means the amount available at am• particular time to be paid to the
Pa��ing Agent under the terms of the Surety Bond, �ti•hich amount shalt never exceed $ .
"Sureh• �ond Papcnent" means an amount equal to the Debt Service Pa}�ment less (i) tha[ po�tion
of the Debt Service Pa}Tnent paid bv the Obligor, and (ii) other funds legall}• available to the
I'a}•ing Agent for pa}ment ta the Owners, alt as certified b}• the Pa�•ing Agent in a demand for
payment rendered pursuant to the tecros of the Surety Bond.
ANNE�C C
COMb•IITMENT
��ru,�ion �%. �b.� `�
� 2a
, , �„�
i'
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a�.
AMBAC INDEMNITY CORPORATION WIRING INSTRUCTIONS
(REVISED - AS OF 4/10/95)
Citibank N.A.
ABA NO. 021000089
For: AMBAC Indemnity Corporation
A/C No. 40609486
Advise: Pamela Dottin (212) 208-3308
�'• Please indicate Poticy Number on �tiire *'*
POLICY NUMBER CAN BE OBTAINED FROM AMBAC INDEMNITY'S CLOSING
DEPARTMENT.
CALL JANINE FEUDI AT (212) 208-3301
�
��
��al ���►� No. 96 - � �
25
, ,-R-.
A�a
:\�113:�C Indemnit�• C<�rpcn•cuic�n
c)nr St.it�� 5u•eet Ylari
\�u l'urk, \c�c 1i>rl: lUOO�j
!?l?) (�(�5-Oi-10 I:u: (21Z) 5(1�)-91�)I)
TO:
M7�A
�
May 20,1996
A29�IBAC INIDEIVINITY STAI�ARD PACI�AGE FOR AIMBAC-INSURED
'I'I2ANSACTIONS
[]VOT' FOR �ISE �'ITI� GENERAL OBLIGATION/LIMITED OR
�INLII+,�ITED TAX TRANSACTIONSJ
Issuer, Issuei's Counsel, Managir►g Undenvriter, Bond Coi::�,sel and Underwrite�s Counsel
pnegaratian of Financing Documents for AMBAC Indemnity Insured Issues
��� �� �v� (x�► pc�a��ed tu assisc you in the preparation of documents for your AMBAC
indc-nv�ity �rpacation (`<AM�iAC Indeann�ty'� insured issue. Please modify the attached exhibits where
aPP�PsqaLe and notify us as to any proposed modificatioc�s., If desire�, these pmvisions can be incorpotated iarto
one section entatled "IMunicipal Bond tnsurance" e��tkun the apPlicable Indentiue, Resolution, Ardinance, Order
or any other o�c'ative financing document (such a�plicable fi�socing d�ument wilt be refeaed to herein as ihe
"Fimancing I?ocun�►t'�. Please be advised that the provisions contained in this pacicage are in addirion to the
c�nditiQns listai ia the Cornmitrnes�t for Municipal Bond Insurance and any other commec�ts or changes that may
tse requiresi by t1� AIVI�AC Indemnbty perssonnel working on tlus financing. If you have any questions, please
c�ii one Of tt� foIlowing persons: Eile� L. Kiechofl� Jerry H. Pisecld, Karl T. Molin, Mary P. McKeon, or
Kevin J. Boyle.
e II�efinitions (Exhibit A). _
o piMBAC indemnity conseni required for changes to underlying documentation and exercise
of remc:dies upon defauk (E�c}►ibit B).
• INFORMAT70N to be given to AMBAC Indemnity (Exhibit C).
• Permit�ad Tnvestrnents and Valuation Provisions (Exhibit D).
. I2efeasance Lan�age (Exhibit E).
• Deseription of AMBAC Indemnity Payment Procedure (Exhibit �.
a Trustee-reiated provisians (Exhibit G).
o AIvIBAC Indannity as a third-party beneSciary (Exhibit H).
• Suggested lan° ,�e for (i) AMBAC Indemnity Official Staternent Disclosure, (ii) Notice of
Sale, (iu) Bond Leg�l, and (iv) Cover page of Official Statement (Exhibit n.
• Form of AMBAC Inderr�r►ity I.egal0pinion (Exhibit n.
• Forrt► of AMBAC indemnity Certi6cate of Bond Insurer (Exhibit K).
. A1viBAC Inda�uuty Wiring Instrudions (Exhibit L).
�BSOlce�on No. 96-�f�
. ^.
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EXHIBIT A
DEFIrTITIONS
The following definitions ane th�e which AMBAC recommends for the Financing Docwnent:
"AMBAC Indernnity„ sha11 mean �►A'�AC Indemnity Corporation, a Wisconsin -domiciled stock
�� ��y.
"Municipal Bonci tnsurance Policy" shall mean the manicipal bond insurance policy issued by AMBAC
�CSd�nnity insuriny� the paymene when due of the principal of and interest on the Bonds as provided
3hese�n.
z
�eso%c�ion No. 9� -��
��
EI{HIBIT B
AMBAC CONSENT LANGUAGE
�
AMBAC requires that the Financir►g Document include the following consent provisions:
A. Consent of �A� Tndemnity.
Any provisian of this [Finaneing Document] expressiy recogiizing or granting rights in or to AMBAC
Indemnity may not be amended in any mar�ner which affects the rights of AMBAC Indemnity heteunder
withoet �e prior written cot�sent of AMBAC Indemnity.
B. �onsent of A1dYBAC Indemnity in Addition to Bondholder Consen�
Unl�s ofherwise provided in this Section, AMBAC Indemnity's consent shall be requirad in addition to
Bon�older comse�t, when rec;uired, for the following purposes: (i) execution and delivery of any
�uppl�ntal [Finan,cing Bocument] ar any amendment, supplement or change to or modification of the
[7-oan P+gr�cnent, Lease Agrcement, etc.] (ii) removal of the Trustee or Paying Agent and selectian and
appoin�t of any successor LZistae or paying agent [required in those transactions in which the Financing
I��um�f provides for a trustee or paying agent]; and (iii) initiation or approval of any action not described
in (i) oe (ri) above tvhich requires Bondholder consent.
C. Consent of AIMi$A� dndernnity en tl�e �vent of Insolvency
�1ny rearg�niaation or liquidation pian with respect to the [issuer or obligor] must be acceptable to AMBAC
Fsidemnity. In the event of any reorganization or liquidaiion, AMBAC tndemnity shall have the right to vote
on behalf of all bondholders who hold ANiBAC Indemnity-insur�d bonds absent a default by AMBAC
Indemnity under the applicable Municipal Bo7d L�surance Policy insuring such Bonds.
[In Uat�sactians for which acceleration is not a remedy for an event of default, the following provision is to be
included in the Financing Document.]
�?. �onsent af AtYffit�C Indemnitg� Upon IDetaul�
�.nytlut� in this [Financing DocumentJ to the contrary notwiihstanding, upon the occurrence and continuance
of an event of dei'auh as deSned herei� AMBAC Indemnity shall be entided to control and direct the
�force�nent u�all rights astd remer�ies gante�l to the Bondholders or the Tnistee for the beneSt of the
Bondholders under ihis [Financing Documentj.
[In trAnsactions %r which scceleraflon is a remedy for an event of default, the fo(lowing two provisions
maast be induded in the �nancing Document in lieu of paragraph D above.j
D. Consent of All�BAC Indemnity Upon Defaul�
Anything iu this [Finar►cing Document] to the conhary norivitlu-tanding, upon the occurrence and continuance
ofan e�.�ent ofdefault � denned'nerein, AMBAC Indenv»ty shall be entiUed to control and direct the
enfarcem:a►i af �J! righ�s �nd rear►�ecli�.s �.r►ted to the Bondholders or thc Trustee for the benefit of the
Bondhold� ur,der ti�is (Fiesanc�n� i?ocument], including, without limitation: (i) the right to accelerate the
principa�l of t'rce Bonds as descril�ed in this [Financing Document], and (u) the right to annul any declaration
of acceleratioq and AMBAC 1nd�uiity shall also be entided to approve all waivers of events of default.
�S�Iu�'oh No. �i�-��
,�
E. Aeceterution Rights
�
Upon the occurrenoe of an event of default, the Trustee may, with the cansent of ��TsdBAC Indemnity, and
shall, at the diredion of AMBAC �c�dexnnity or °/a of the Bondholders with the'c`fl�ent of AMBAC
I►►detnnity, by writt�n natice tn thc lssuer and AMBEIC Indemnity, declare d�e principai of the Bonds to be
unmediaiely due and payabl�, wheceupon that port�on of the principal of 4he Bonds thereby caming due and
the interest thea�an accrued to the date of payment shall, without fwil�er action, be�ome and be immediately
due and payable, anytlning in this (Fi�ancing Document] or in the Bonds to the contrary notwiihstanding.
Reso/u,�iorr 1��. 96 — ��
,
.�
EXHIBIT C
INFORMATION TO BE GIVEN TO AMBAC
�
AMBAC requires t�tsat the follawing natice provisions be incorporated in the Financing Document:
A. WtWe tl� Municipal Bond Insuranc� Policy is in effect, the LSSUer* or the Trustee {as appropriateJ shall
fiunish to AMBAC Indenu►ity (to ihe atiention of the Surveillance Departrnent, unless otherwise
indic�ted):
(a) as so� as praciicable after ehe filing thereo� a copy of any financial statement of the Issuer* and a
copy of any audit and annual report of the Issuer*;
(b) a copy of any notice to be given to the registered owners of tUe Bonds, including, without limitalioq
notice of aaty redemption of or d�feasance of Bonds, and any ceetificate rendered p����ant to this
[Fu�aacin,� I�ocurne�nt] relating eo the secwity for the Bonds; and
(c) such z.damoc�at :nfom,atiQn ic may reasonavty requesr.
B. Tbe Tneste� or Issteer* [as appropriate) shall notify AMBAC Indemnity of any failure of the Issuer* to
provi� reievant notic�s, ceriificates, etc.
C. 11ts issuer* will gem�it AMBAC Inderruaity to discuss the affiurs, finances and accounts of the Issuer*
or any inforenaAir�n AMBAC bn@emnity may reasonably request regarding the security for 4he Bonds
with appropriat� o�ceYS of the Issuer*. The TrusteE or Issuer* [as appropriate] will permit AMBAC
Indeannity to-�ve access to the Project and] have access to and to make copies of all books and re�ords
relating to 4h� Bo►zds at any reasonabPe time.
l3. A14��►C Indenmity shall have Yhe right to direct an accounting at the Issuer's* expense, and the Issuer's*
failure Yo comply with such dir�ction withici thirly (30) days after reczipt of written notice of the direction
fr�am AMBA� Ynde�nnity shall be deemed a default hereunder; provided, however, that if compliance
cannot c�ccua within suclr �ria�, then such period will be extended so long as compliance is begun within
such perinci and diligc�tly pursued, but only if sueh extension would not materially adversely affect the
inten�ts of any registered owner of the Bands.
E. Notwithstanding any.other provision of this [Financing Document], the Trustee or Issuer* [as
appropriaLeJ shall immediately notify AMBAC Indemnity if at any time there are insuff cient moneys to
make auy payments of peu�cipa! and/or interest as required and immediately upon the occurrence of any
event of defiutt hefeunder.
F, To the extent that the Issuer has entered into a continuing disclosure agreement with
respect to the Bonds, AMBAC Indemnity shall be included as party to be notiSed.
G. [FOR C�L.IFORNIA ANU ATDIANA (A�ATEMEIVT S1YLE) LEASESJ The Tcustee or Issuer [as
appropriate] shall annually oertify to AMBAC that the insurance policies required by Section _ of the
[IxasellndenUue] are in full force and effect, and �vill provide AMBAC with copies of such policies
upan request.
"or appropriate obligor on the Bonds.
���lu�ion Nd . 9�0- �
�.
EXHIBIT D
PERNIITTED INVESTMENT�
�
A. AI�4BAC Ltidenuuty will allow the following obligations to be used as Pemutted Inveshnents for all purposes,
inc�uding defeasance inveshnents in refunding escrow accounts.
(EiMBA.0 Lndenu�ity does �ot give fl premiam credit for the investrr►e�et of accrued and/or capitalized
intea�t.)
(1) Cash (insured at ali tirn�es by the Fe�eral Deposit Insurance Corporation or otherwise collateralized with
obligations d�scribed in paragraph (2) below), or
(2) Llirec� obligations of (including obligations issued or held in book entry form on the books o fl the
ISegar�t of the Treasury of the United States of America.
�. ANS�AC �rmity will allov� the following Obligations to be used as Pemtitted Investrnents for all purposes
other tha�i def�ce inveshments in refunding escrow accounts.
�i) obligRations of any of th� following federal agencies which obligarions repr�esent the full faith and credit of
4he Unite� States s�f Amer�c�, wcluding:
— Export-Import Bank
— Farrri Cr�lit S,ystem Financia! Assistance Corpotation
— Fazmets Fiome Adminisdation
— Genera! Servisxs Rdministration
— U.S. Maritime AdstEinistYation
— Small Business ,4dmini5hation
— Govesnment National Mortgage Association (GNMA)
— U.S. Degaifiment of Housing & Urban Development (PHA's)
— F�cier�l Housictg Administration;
(2) senior debt obli�ations rated "AAA" by Standard & Poo�'s Corporation (S&P) and "Aaa" by Moody's
Investors Service, Inc. (Moady's) issued by the Federai National Moc4g�ge Association or the Fe@eral
Hanre Losan Mortgage Cocporation. Senior debt oblieations of other Govemment S�onsored encies
anmmved b.1.r AMBAC Inde►nnitv:
(3) U.S. dollar d�omirkzted deposit accounts, federal funds and banker's acceptances with domestic
cQrnmenciai banks which have a aating on their short term certificates of deposit on the date of pwchase
of "A-1" or "A -1+" by S&P and "P -1"by Moody's and maiuring no more than 360 days after the
date of purc,hase. (Ratings on holding companies are not consider�t as the rating of the bank);
(4) commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by
S&P and "P-1" by Moody's and which matures not more than 270 days after the date of purchase;
(5) investrnents in a money market fund rated "AAAm" or "AAAm �'r" or better by S&P;
��salu�ion lUa, g6 -��
�
(6) Pre-nefw�ded Municipal Obligations defined as follo��5: Any bonds or other obligations of any state of
the Unit�d Stafes of America or of any agency, inst�wne�►tality or 1oca1 Bovemmental unit of any such
staLe which are not callable at the option of the obligor prior to maturity or as to which irrevocable
instn�etions have been given by the obligor to call on the date specified in the notice; and
(A) which are rated, based on an irrevocable escrow account or fiu►d (the "escrow'�, in the highest
rating category of S&P and Moody's or any successors thereto; or
(g) (i) whi�h ue fully secured as to principal and interest and redemption premium, if any, by an escrow
consist�ing only of cash or ak�ligataons described in paragraph A(2) above, which escrow may be applied
only to the pa.yment of suc4i principal of and interest and redemption premium, if any, on such bonds or
othec obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant
to such.irt�vocabte instructions, as appropriate, and (u) which escrow is sufficient, as verified by a
nationally rempuzed ic�deg�sdent certi5ed public accountant, to pay principal of and interest and
redc�s�ptian premium, if any, on the bonds or other obligations described in this paragraph on the
maturity date or dates specified in the imevocable insdvations refetred to above, as appropriate; [Pre-
regunded NYunicipal Obligations meeting the requirements of subsection (B) hereof may not be
used as Permitted Investments for annual appropriationlease transactions without the prior
writtcn approyal of S�P.]
('n invesbnentagreements approved in wri:ing by AMBAC Indemnity Corporation [supported by
appropriate opinions of counsel] with notice t�o S&P; and
(8) other %rnu of inveshnents (includin� renurchase agrcementsl approved in writir►g by AMBAC with
notice to S&P.
C. The vatue of the above investments shall be determined as follows:
"Value", which shall be de�temuned as of the end of each month, means that the value of any investrnents
shall be c�lculat�d as follows:
a) as to invesht�ents the bid and asked prices of which are published on a regular basis in The Wall Street
Joumal (or, if not there, then in The New York Times): the average of the bid and asked prices for such
inveshnents so published on or most recendy prior to such time of detem�ination;
h) as Yo investrnents the bid and asked prices of which are not published on a regulaz basis in The Wall
Street Joumal or The New York Times: the average bid price at such time of detemtination for such
investrnents by any two nationally re�ognized govemment securities dealers (selected by the Trustee in
its absolute discretion) at the time making a market in such inveshnents or the bid price published by a
narionally recognized pricing service;
c) as to certificatcs of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and
d) as to any investrnent not spe�ified above: the value thereof established by prior agreemenc betwe�n the
Issuer, the Trustee and AMBAC lndemnity Corporation.
/��.so��d� No. q���
�,
�. r �
EXHIBIT E
DEFEASANCE LANGUAGE
A, The deScution of"Qutstanding" bonds or obligations, or any like concept, should speciScally include bonds
or obligations which fall into the category described below.
B, liie defea5ance section of the Financing Document should include the following language:
N�� �g }�� ���ntrary, in ihe event that the principal and/or interest due on the
Bands shall b� paid by AMBAC Indannity Corporation pursuant w ihe Municipa] Bond Insurance Policy>
��n�s s�ll a�n�r, a�uts�ia�3 fo� a11 purposes, nat be defeased or othenvise satisfied and not be
a�nsiden�d paid by the Issi:er, and the assignment and pledge of the Trust Eshate and all covenants,
agre�nents aud other obligations of fhe Lssuer to the registered owners s}iall continue to exist and shall run to
tbe hea�fif of At�tlC lndemnity, and ANIBAC Inde�ru�ity shall be subrogated w the righis of such
regist�red ovmers.
a
�esal��i'an Na. 9�0-�
-�.
FJ;HIBIT F
,.�..
PAYMENT PROCEDURE PURSUANT TO THE MiJ1vICIPAL BOND INSURANCE
POLICY
The following language sets out the applicable procedure for payments under the Municipal Bond Insurance
Poicy and should be incorporated into the Financing Document:
As long as tl►e bor►d insurance shall be in full force and effect; the Issuer, the Trustee and any Paying Agent agree
to comply with th� followin� provisions:
(a) At least one (I) day prior to all interest Payment Dates the Trustee or Paying Agent, if any, will
determine wheiher there will l� sufficient funds in the Funds and Accounts to pay the principai of or
interest on the Bonds on such Interest Payment Date. If the Trustee or Paying Agent, if any, dekem�►ir►es
that thea� wiil be insufficient funds in such Funds or Accounts, ihe Trustee or Paying Agent, if any, shall
so norify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the
Bonds to which such deficiency is applicable and whether s�ch Bonds «�ill be deficient as to principal or
interest, or both. If the Trustae or Paying Agent, if any, has not so notifiefl AMBAC Indenu�ity at least
one (1) day prior to an Interest Pa}�nent Date, AI��IBAC Indemnity will make payments of principal or
interest due on the Bonds on or before the firsti (lst) day nex�t following the date on which AMBAC
Indezeviity shall have received notice of nonpayment from the Trustee or Paying Agent, if any.
(b) the'E'rustce or �aying Agent, if any, shall, after giving notice to ANIBAC Indemnity as provided in
{a) above, make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the United
States Trust Company of New York, as insurance Wstee for AMBAC Indemnity or any successor
insurar►ce trus�ee (the "Insurance Trustee'�, the registration books of the Issuer maintained by the
Trustee or Paying Agent, if any, and all records relating to the Funds and Accounts maintained under
this [Financing Dacument].
(c} 41� Tevstee or Paying Agent, if any, shall pra�vide AMBAC Indemnity and the Insurance Trustee
with a list of registered a�mers of Bonds entitled to receive principal or interest payments from AMBAG
Inde�nnity under the te�ms of the 1�lunicipal Band Insurance PoGcy, and si�alt make arrangements widi
fhe Insusance Trustee (i) to mail checks or drafts to the registere� owners of Bonds entitled to receive full
or partial interest paymenEs from AMBAC Indecnnity and (ii} to pay principal upon Bonds surrendered
to tkee Insurance'Trastee by the n�istered owners of Bonds entided to receive fiill or partial principal
payme.nts from AARIiAC Indemnity.
(d) the Tnast� or Paying Agent, if any, shall, at the bme it provides notice to AIvIBAC Indemnity
pursuant to (a) above, notify registered oevners of Bonds entitled ta r�;eive the payment of principal or
interest t6erean from AMBAC Indenmity (i) as to the fact of such entitlement, (u) that AMBAC
Inde�nnity vrill remit to them all or a part of the interest payments next coming due upon proof of
Bond��lderentitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to
the Insurance Trust�, of an appropriate assigiment of the registered owner's right to payment, (ui) that
should they be e»titled to receive full payment of principal from AMBAC Indemnity, they must
surrender theu Bonds (along with an appropriate instrument of assigvnent in form satisfactory to the
L�sutanc� Tnistee to pemtit ownership of such Bonds to be regstered in the name of ANYBAC
In��ity) for payment to the Luurancc Trustee, and not ths Trustee or Paying Agent, if any, and (iv)
that shbuld thcy be entitled to receive partial payment of principal from AMBAC Indemnity, they must
surraider their Bonds for payment thereon first to the Tnistee or Paying Agent, if any, tvho sl�all note on
such �onds the portion of the principal paid by the Tnustee or Paying Agent, if any, and then, along with
an apprupriate inshument of assignment in fam satisfactory to the Luurance Trustee, to the lnsurance
Trustee, w}►ich will then pay the unpaid portion of principal.
�?�D�il�A�7 /UD• �(v�i�
--�.
(e) in the event that the Trustee or Paying Agent, if any, has notice that any payrr�ent of principal of or
interest on a Bond which has become Due for Payment and which is made to a Bondholder by or on
belialf of the Issuer has be�n deemed a prsferential transfer and theretofore recovered from its registered
owner pursuant to the Unite� States Bankruptcy Code by a trustee in ba�ilavptcy in accordance with the
final, na►appealable order of a court having competent jurisdiction, the Trustee orPaying Agen� if any,
shall, at the time AMBAC Indenu�ity is notified pursuant to (a) above, norify all registered owners that in
�e eveat that any negistered owne�s payment is so recovered, sach registered owner will be entided to
payit�eat fmm AMBAC Tndemnity to the extent of such recovery if suff cient funds are not otherwise
available, and the Tnrstee or Paying Agent, if any, shall fiunish to AMBAG Indeauiity its records
evidencicqg the payments of principal of and interest on the Bonds which have b�► anade by the Trustee
or Paymg Agent, if any, and subsequently recovered from registered owners and the dates on which
such paysneats were made.
i fl in addition to those rights granted AMBAC Indemnity under this [Financing Document], AMBAC
Inderntuty shall, to the �t it makes payment of principal of or interest on Bonds, become subrogated
to tt�e rights of the recipieats of such paym�ts in accordance w�ith the terms of the Municipal Bond
Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past
due intee�s� the Trustee or Paying Agent, if any, shall note AMBAC dndemnit}�s rights as subrogee on
the negis(satian books of ihe Issuer maintained by the Trustee or Paying Agent, af any, upon rc�eipt from
AMBAC Lidemnity of proof of the paysnent of interest ihereon eo the registered ov��ers of the B�nds,
attd ('ri) in the case oisubraga�lion as to claims for past due principat, the Trustee or Paying Agent, if
any, shali nt�te f�MB�4.0 Ync3emnit}�s rights as subrogee on the registration books of the Issuer
maintainad by the Z'rustee or Paying A.gent, iiany, upon surrender of the Bonds by the registered owneas
themof toge4her with proof of the payment of principal ther�of.
'���sD�u�i7lk► N�� y����
.� ��,,
EXHIBIT G
TRUSTEE-RELATED PROVISIONS
Vt7ith respect to Uai�sactions involving a trustee or paying agent, AMBAC requires that the following provisions
be inuorporated into the Financing DocumenX Please note that wiless othenvise required by AIvI�AC, if the
fu��ncing at hand does not contanFlate a 4rustee or pa}nng agent, these provisions may be discegarded.
1. The Trustee (or Paying Ag�t) may be removed at any time, ai the request of AMBAC Inderruiity, for any
breach of the Tnist set forth herein.
2. �MBAG I�nnity shzll receive prior written natice of any Trustee (or Paying Ag�t) resign�ation.
3. �very successor Tcuste� appointed pursuant to t}us Section shall be a trust wmpany or bank in good
slanding located in or incorporated under the laws of the State, duly authorized to exercise trust powers and
subjed to examination by 4etleral or sfate authority, having a reported capital and surplus of not less than
Si5,OJ0,OQ0 and acceptabie to AMBAC Lndemnity. Arry successflr Paying Agent, if applicable, shall not be
appoie�ted ua��ss �1BAC approves such successor in writicig.
4. Nolwitl�ing �ny oiher provision of dvs [Finan�ing Doc�unent], in detennining whether the rights of the
�ndhal�ets dvel! be adveesely affected by any actian taken pursvant to the temis and provisions of this
[Fit�neing I�wrsentj, the Trustee (or Paying tlgent) shall consider the effect on the �ondholders as if there
were pea Mw�icipa! Boa�d Ins�u�ace Policy.
5. Noh�ifhstanding atry other provision of this [Financing Document], no removal, resigsiation or ternw�ation of
the Trustee (or Payeng Agent) sha13 take effect until a successor, acceptable to AMBAC, shall be appointed.
Res�l c�r'o�, Na q� �f
, , . . �.,.�,
EXHIBIT H
INTERESTED PARTIES
�
1n addition 4o the provisions listed above, AMBAC also requires the following provision be incorpofau� inw the
Financing Documa�G
A. �MBAC As Third Party Benefeciary.
To ths eMet�t that this [Financing Document] confers upon or gives or grants to AMBAC any right, r�ernedy
or ctairn under or by �easou oFthis [�inancing Document], AMBAC is hereby explicitly �ized as being
a third-patty b��ficiary her�der and may enforce any such right remedy or claim conferred, given or
gtanted i�r.
B. Pariiies Iraterested Iiere9n
Nothia►g isi Shis j�°ic�aaescing Y3ociuncx�t] exp�ssed or implied is intende�i or shall be canstrued to confer upon,
or to g+ve or �rant to, any person or entity, other than the 3ssuer, the Truscee, APvIBAC lndemnity, the Paying
Agent, if any, and the r�giste�ed owners of the Bonds, any right, remedy or claim under or by reason of this
[Financia�g I��ra�t� or any cod�ant, condition or stipulation hereo� and all covenants, stipulations,
promises anci a�rienis in this [Financing Document] coniained by and on behalf of the Issuer shall be for
the �ole aabd excluseve benefit of the Issuer, the Trustee, AMBAC lndemnity, the Paying Agent, if any, and
ihe regisPce�ed ow�s of the Boa�ds.
i:
Res�l�c�an �Ild� 9� ��
,-., �
EXHIBIT I
AMBAC INDENIIYITY OFFICIAL STATEMENT DISCLOSURE AND SUGGESTED LANGUAGE
�O�R'I'�IE NOTICE OF SALE, BOND LEGEND, COVER PAGE OF OFFICIAL STATEMENT
AN�A� INiDLM1vITY OFFIGIAL STATEIVIENT DISCLOSURE
Payment F'ursussnt to 1VEunicipal &ond Insurance Policy
t�1VIBAC'dndemnity has made a commitrnent to issue a municipal bond insurance policy (the "Municipal Bond
insurance Policy'� reL�tir►g to the Bands effective as of the date of issuance of the Bonds. Under the terms of the
Municipal S�nd Insurznce Policy, AMBAC Indemnity will pay to the United States Trust Company of New
York, in New Yosic, New York or any successor thereto (the "Insurance Tnistee'� that portion of the principal of
aaid interest on the �onds wivcti shall become Due for Payment but shall be unpaid by reason of Nonpayment by
the Issver (as stach ierms are defined in the Municipal Bond Lisurance Policy). AMBAC Lnderruuty wilt make
such pay,ments to the Insnrance'T'rustee on the laYer of the date on which such principal and interest becomes Due
for Payment or wi4h4rr one buseness day following the date on which AMBAC Indemnity shall have received
notice of Nonpayment from 4he Trustee/Paying Agent. The insurance wil! extend for the term of the Bonds and,
once issuerl, cannot be canceled by .R,MBRC Inclemnity.
The Munic9paI Bond Inswance Policy wil! insure payment only on stated maturity dates and on mandatory
su�idng iund insialLnent dates, in the case of principal, and on stated dates for payment, in the case of interest. If
the �o�ds become subject io mandatory r�lemptian and insufficient fiands are available for reslemption of all
out,�anding Bonds, A1VIBAC Indemnity will remain obligated to pay principal of and interest on outstanding
l�onds csn the originally schetiul�i is►terest and peincipal payment dates including inandatory sinking fund
zedetnption date.s. Yn Yhe e�ent of any acceleration of the principal of the B4nds, the insured payments will be
ma.de at such tianes acad in srach amounts as would have he�n made had there not been an acceleration.
In the event the Truste�JPaying Agent has notice that any payment of principal of or interest on a Bond �vhich has
become Bue for �ayment and which is made to a Bondholder by or on behalf of the Issuer has been deem� a
preferen6al Lansfer and theretofare recovered &om its registered owner pursuant to the United States Banlauptcy
Code in accordance with a final, nonappealable order of a court af competent jurisdiction, such registered owner
will be entitled Lo payment from AMBAC Indemnity to the extent of such recovery if sufficient funds aze not
otherwise available.
'Il�e Munieipal Boatd Insurance Policy does not insure any risk other than Nonpayment, as defined in the PoGcy.
Sp�ifically, tlfe Municipal Bond Insurance Policy does not cover:
1. payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund
r�lemption) or as a result of any ofher advancenicnt of maturity.
2. payment of any redemp6on, prepayment or acceleration premium.
3. nonpaytt�e.nt of principal or interest caused by the insolvency or negligence of any Trustae or Paying
Agent, if any.
/��'ies°�/u fi"o� Na. 9G- `f`i
�. �
If it becomes n�ssary to call upon the Municipal Bond Luurance Poticy, payment ofprincipal requires
sarrender of Bonds to the Insurancc Trustee together w�th an appropriate uutrument of assig�ment so as to
permit ownership of such Bonds to be registered in d�e name of AMBAC Indemnity to the extent of the payment
undee the Municipal Bond Insulance PoGcy. Payment of interest pursuant to the Municipal Bond Insurance
Policy raquims proof of Bondholder entidement to interest payments and an appropriate assignment of the
Eondholdet's righito payment tc� AMBAC Inde�ru�ity.
Upon payment of the insurance benefits, AMBAC Tnde�ruuty will become the owner of the Bond, appurtenant
coupon, if any, or right to payment of principal or interest on such Bond and ��11 be fully subrogated to the
surrenderin� Bondholder's rights to payment. •
�OR'I'RANSAC'I'IONS INVOLVING VARY�BLE RATE BONDS:
Ti�e Ivtunicipal Bond 7nsurance Policy does not insure against loss relating to payments of the purchase price of
Bonds upcxe tender by a registered ow�ner theroof or any preferential transfer relating to payments of the purchase
price of g3onds upon eender by a registered owner thereof.
Ai3Di'I'IOI�TAL �AIdAGRAPH FOYd CALIFORNIA TR�►NSAGTIONS:
� the event 4hat A16ffiAC indemnity were to become insolvent, any clairris arising under the Policy would be
exciude� from coarerage by the Califomia lnsurance Guaranty Association, established pursuant to the laws of
the State of Califomia.
AYDIDTI'Ip1�AI, ��►1tr1�RAPH FOR NEW �'ORK TRANSACTIONS:
T�e insurance,�rovid� by the ll�tunic9pal Bond Insurance PoGcy is not covered by the propert}�/casualty
insuranee security iund specifi� by ihe insurance lau5 of the State of Ne�v York.
�IDI'I'IONAT. PARAf�RAi'H F'OR Fi,ORIY)EO 'd'ItANSACTIONS;
The insurance provided by the Municipal Bond Insurance Policy is not covered by ihe Florida Insurance
Guaranty Assaciation.
AMBAC II�IDEIVINITY CORPORATION
AMBAC Indenuuty Corporation ("AMBAC Indemnity'� is a Wuconsin-domiciled stock insurance corporation
regulaferl by the Officeof the Commissioner of Insurance of the State of Wisconsin and lice��sed to do business in
50 states, the District of Columbia, the TeRitory of Guam and the Commonwealth of Puerto Rico, with admitted
assets of approximately $2.440.00OL000 (unaudited) and stariitory capital of approximately 51.387.000.000
(unauditetl) as of March 31,1946. Statutory capital consists of AMBAC Indemnity's policyho]ders' surplus
and statutory contingency reserve. AMBAC Indenuuty is a wholly owned subsidiary of AMBAC Inc., a 100%
publicly held company. Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.,
Mood}r`s Investors Service and Fitch Investors Service, L.P. have each assigned a Mple-A claims-paying ability
ratin� to AMBAC lndemnity.
AMBAC Inde�ntuty has entered into pro r�ata reinsurance agre�ments under which a percentage of the insurance
undenvritten puisuant to certain municipal bond insurance programs of AMBAC indemnity has bee� and will be
assumed by a number of foreign and domestic unaffiliated reinsurers.
�����'ior� /llo. �6 y�
�� .�
AMBAC lndaru�it, as obtained a ruling fran the Intema! Revenue Service to the effcct th:. .,; insuring of an
obGgation by AMBAC Inderru�iYy will nat a�'ect the treatrnent for fc�deral income tax purposes of interest on such
obGg�tion and that insulance proceeds t�epresenting tnaturing interest paid by AMBAC Indannity under poGcy
provisions substantially ideatical to t}�ose contaic� in its municipal bond insurance policy shall be treated for
f�3eaa1 inoom� tax }�u�po�.•rs in the same maruier as if such payre►ents were made by the issiaer of the Bonds.
['TkiE FOI,Z.OWII'+iG 1!'IiJ�T EiE iI1iC�..ilDED IN ANnIUAL APPROPRI�1TYQtV LEASE
'I'�1I�St�t'd'IONSc No erpr�enta6on is rnade by AMBAC Indemnity regarciing the federal income taz
treatptaeaet of paymgnts tluat �re mad,e by A1�AC dndemnity under the terms of the PoGry due to
monapprapria4ion off fiends �y ttee i,essee.]
�NB�� i�nngey am3kes aso a��ratiw� re�rding �e B�nds or the advisability of investing in the Bonds
and scsalces nn tc.p�en �ing, aor has it participated in tfie preparation o� the O�c9a1 Statement other
thaa 4he infnrnsaYi� supplied by AMBAC Ind�nniry and p�ented under the heading •• `<
AYAII.AB�,� YToT�OR1VPA'YTON
°Ilte � ccsmpaay �iAI�/l�.4C I�v�nity, APVIBAC dnc. (tkiee "Company'�, is subjed to the infomtiational
r�+quiremeats of t'�e S�� �xchange Act of 1934, as am� (the "Ezchange tSct'�> and in accondance
iherewith files tepoats, ProxY stat�ts and other inforn�ation with the Sacurities a�ad Exchange Commission (the
"C��a6s�ion'�. Sucb ae�sts, Proa7' sta?�ts and other irefomiatiora etaay be inspected and copied at the pubGc
�f'e� �ecilit's�,s by dse �oen�tis�ion at 450 Fifth Stseet,lV.W., Vdgshingwn, D.C. 20549 and at the
Catsanissioa's re��al o�ces at 7�1+Torld'Trasle Ccnter, New YoriS New York Id048 and Northevestem Atrium
�ter, 500 West Madison Sme�k, Suite 1400, Chicago, IDinois 6U661. Copies of such material can be obhained
from 4he p�ablic re�ce se�ion ofthe C�nunis,sian at 450 Fifth Strat, N.W., Washington, D.C. 20549 at
presccib� rafe�. Em as3di0at, tbe afo�atioceed material may also be inspecte� at the offices of the New York
Sta�' �xc,�nge, inc. (dae "IVYSE'� at 20 Broad Street, Neev York, New York 10005. The Company's Core�rnon
SEOCk is list�d � the I+IYSE.
�pies of`��SC indeannit}�s fia�aaiciai stat�n�ts pre�arad in accordatsce with sKatutory accounting standards
are avaitabte frtxn All�3AC Iad�iuiity. ihe adda�ss of AMBAC Ind�neui}�s administntive offices and its
telepi�one numher ane One State Sheet Plar�, 17th Flaor, New York, New York, 10004 and (212) 668-0340.
I1KCiiR&'�itA'dZC3N QF ��TAIP1 IDOZiJMENTS �Y REFERENCE
'Ihe following docucr�ents filod by the Company with the Commission (File No. 1-10777) are incorporate� by
n�ference in this Offici�l Statemen�
(1} 'I� Company�s Annual Report on FoRn 10-K for the fiscal year ended Decc�nber 31, 1995 and
filed on April 1, 1996;
(2) i'he Compan}�s Cureent Report on Form 8-K dated January 31, 1996 and filed on Febniary 28,
1996;
(3) Tl�e Compan}�s Cureent Report on Form 8-K dated Mazch 13, 1996 and filed on March 14,
1996;
(4) The Company's Cwrent Report on Form R-K/A, First Amendment to Cucrent Report on Fortn
8_K dated March 13,1996 and filed on March 15, 1996; and
(5) Tise Compa�s Quartcdy Report on Fortn 10 for the quarterly period ended March 31, 1996
and Sled on May 15,1996,
�.�alu�ivv� l�a. 9�0 -`�SG
a-�,
�
AU doctamea�ts suhsaquendy filed by the Company pursuant to the roquiremenks of the Exchange Act after the
date of this Official S�ent will be available for inspection in the same manner as described above in
"AVAII.ABLE INFORMATION".
NO'liiCE QF SALE
�AC Tndemnity f'ocporation ("AMBAC Ind�nnity'� has issuad a commihnent for municipal bond
ins4aranc�e relating to the Bonds. All bids m�y t� conditioned upon the issuance effective as of the date on which
4�ae Bonds are issu�, of a policy oiinsuranos by AMBtlC Indemnity, insuring the payment w}pen due of principal
of a�d intes�st an the Bands. Eac}s Bond wi11 t�ear a legaid referring to the insurance. The purchaser, holder or
aw�aer is not autborized to make any stiatea��aats conc�ming the inswance beyond those set out here and in the
iwnd legend widwut the agproval of AMBAC Indernnity.
lBOlmll) iEGEt�
Ivlunicipai Bond Inssarance Policy No._ (the "Policy"� with resp�t to payments due for principal of and interest
on this bond has been issued by �AG Ta►►denmity Corporation ("AMBAC Indemruty'�. Ti�e Policy has bezn
deliverai to � Llniteci States Tntst Company of New York, New York, New York, as ihe Insua;�eECe Tnestee
under �aisi 3'oficy and vvfll i�e held by such Ltisuranc� Trustee or any successor insurance trt�. 'ihe Polic� is on
flte and avasiable fi�r i�spe�tion at tlae principal o�ce of the Insurancs Truste.e and a copy ther'eof may be secur�i
fram �AC � or the �c�surance Trustee. Atl payments requued to be macie under the Policy shall be
m�al� in accordance wath the provisions thereof. 'I'he o�vner of this bond acimowledges and consents to the
subroga�tian �ig7�ts af �I�AC Iaademnity as more fWly sc^t forth in the PoGcy.
�'
CC3�� PA�E O� i)��,'IAi. �Tt9 � LNY��iT'
�ayment of the principal of �av3 interest on fhe �onds when due will be insured by a municipal bond insurance
policy to be issuad 6y AtVI�AC 5nd�nnity Corporation simultaneously with the delivery of the Bonds.
�t��c.t7 i�ri 1��. �f�°� ��
' • ' --�
EXI-QBIT J
FORM OF THE AMBAC LEGAL OPIrTION
Ladies and Gentlemen:
�.
This opinion has been requested of the undersigned, a Vice President and an Assistant General Counsel of
AMBAC Indeannity Cocporation, a Wiscoruin stock insurance company ("AMBAC Inder�uiity'�, in connection
with the issiaance by AMBAC Tndemnity of a certain Municipa! Bond Inswance Policy and endorsement thereto,
effective as of tlie date hem.of (fhe "Policy'�, insuring $> in aggregate principal amount of the >(the "Issuer'�,
> dated > (the "Bmnds'�.
In connection with myopinion herein, I have examined the Policy, such statutes, documents and proccedings as I
l�ve considered necessary or appropriate under the c'vcumstances to render the following opinion, including,
without limiting the generality of 4he foregoing, certain statements contained in the Official Statement of the
Issuer dated >, aelating to the Bonds (ihe "Off cial Statement'� under the headings ">" and ">".
Based upon the foreboing and having negard to legal considerations I deem relevant,l am of the opinion that:
1. AMBAC Yndemnity is a stock insurance company duly organized and validly existing under the laws of the
Stat? of Ve/isconsin and duly qualified to conduct an insurance business in the State of >.
2. l�MBt�C Indernnity has full corpo�ate power and authority to execute and deliver the Policy and the Policy
has bcen duly authorize�, executed and delivered by AMBAC Indemnity and constitutes a legal, valid and
binding obligation of AMBAC Indemnity enforceable in accordance with its terms except to the eartent that
the enforceability (but not the validity) o£such obligation may be limited by any applicable banlmaptcy,
insolvency, liquidation, rehabilitation or other simitar law or ena.ctment now or hereafter enacted affecting the
en%rcement of cm,3itors' rights.
3. The exa�ution and delivery by AMBAC Indemnity of the PoGcy will not, and the consummation of the
h�ansactions contemplated thereby and the satis4'action of the terms thereof will not, conflict with or result in a
breach of azty of the tetms, conditians or provisions of the Certificate of Incorporation or By-Laws of
AM�A� lndemnity, or any restriction contained in any conhact, agreement or instrument to which AMBAC
Indeznnit�� is a party or by which it is bound or constitute a default under any of the foregoing.
4. Proce�dings legally required for the :ssuance of the Policy have been taken by AMBAC Inde►nnity and
�irenses, orders, consents or other author'vations or approvals of any governmental boards or budies legally
roquire� for the enforc.eabitity of the Policy have baen obtained; any proceedings not taken and any licenses,
authorirations or approvals not obtained are not mlterial to the enforceability of the Policy.
5. The staiernents contained in the Official Statement under the heading "�," insofar as such statements
constitut� summ�ries of the matters referred to therein, accurately reflect and fairly present the infom�ation
purported fo be shown and, insofar as such statements describe AMBAC Indemnity, fairly and accurately
describe AMBAC Indemtvty. �
�e�s�lcc%�r� � . 9� �`��
' • ' � �,�,.
6. The form of Policy contained in the Official Statement under the heading ">" is a true and complete copy of
the farm of Policy.
The opinions e�ressed herein are solely for yow benefit, and may not be relied upon by any other person.
Very tn►IY Y�
�7ice Peesid�ut aetid
Assis�ac►t Geneia! Counsel
IB
�e�svlu�i'dn Na . R� j ��
.. , � ---�,
EXHIBIT K
CERTIFICATE OF BOND INSURER
�
in connection with the issuance of > in aggregate principal amount of (the "Issuer'� >(the
`Bonds'�, AMBAC lndeennity Corporation (••AMBAC'� is issuing a municipal bond insurance po6cy (the
"lnsuirance Policy'� guaeantceing the payment of principal and interest when due on the Bonds, all as more fully
sd out in the LLauance Po(icy.
On behalf of AMBAC, the undersigned hereby ceitifies that:
(i) the Insu�ance PoGcy is an uncanditional arad recourse obligation of AMBAC
(enforceable hy or o� behalf of fhe holdess of the Bonds) to pay the scheriuled payments of interest and principal
on the �onds in 41ze ev�4 of a Nunpayrt�ent as defined in the Insurance Policy;
�ii) ihe inseuanc� premium of $ was determin�i in azm's
ls�gth negotiatians un accordance with our standard procedures, is required to be paid as a condition to the
issuance oPthe �nsurance Poficy and repr�ents a reasonable charge for the transfer of credit risk;
(iii) no porti�n of such pr�nium repr�sents a payment for any direct or indirect services
ot3� tha� tl� gansfer of cr�it risk, inclusiing costs of undenvriting or remadceting the Bonds or the cost of
insuran�e for casiaalty of d�nd �nanced progerty;
(iv) we arc noT �tsbligors on the Bands and do not reasonably expect that we will be call�
vp�n to malc� atiy payme�t unaer the insuranc� Pa6cy;
(v} the Lssuee is uot entided to a refiuid for the Insurance Policy in the eve�►t that the Bonds
are ietirod prior t� thrir state�d �riatsuity; and
(vi) we wauld not have issued the Insurance Policy in ihe absence of a debt service reserve
fiuid of the siu aaid type �tablis}�ci by the dacuments pursuant to which the Bonds are being issued, and it is
nomial and custamary to res{uire a ckbt service reserve fund of such a size and type in similar transactians.
IRI �'i3'r1FSS WI-�REO�, AMBAC Indenu�ity Corporation has caused this certificate to be
executed in i1�s m�me on this day of 19 by one of its officers duly authorized as of sucli date.
�AC INDENINITY CORPORr1TI�1V
By:
vice Pres;denc and Ass;stanc
General Caunsel
�e��lc�rOr� N�. �j���
• • � � � �-.
�
EXIiIBIT L
AMBA,C INDEI�II�IITY CORPORATION WIRING INSTRUGTIONS
Citibank N.A.
ABA NO. 021000089
For: AIVIBAC Indemnity Corporation
�4/C No. 40609486
Advise: Pamela Dottin (212) 208-3308
*** Piease indicate Policy Number on wire *°*
POLICY NiJMBER CAN BE OBTAIIVED FROIVI ANBAC INDENiNlTY'S CLOSING DEPARTMENT.
CALL 3AY�TIIIE FEUDI AT (212) 203 330I
�
/�eso%ch'a� Na • t� -��'
�
�� Municipal Bond Insurance Policy
Issuer:
Bonds;
�
A�iBAC Indrm�...� Corporation
c/o CT Corporarion Sysrems
4-f Easc Dtifflin St., T4adison, Wisconsin 53703
Adminisrraricc Officc:
One Scacc Sr�c�ac Plaza, New York, '.�IY 10004
Tcicphone: (2123 668-0340
Polity Number.
Premium:
AMBAC Indemnicy Corporation (AMBAC) A Wisconsin Scock Insurance Company
in tonsidera[ion of che paymenr of che premium and subject ro che cerms oE chis Policy, hereby agrees to
Company of New York, as vuscee, or its successor (the "Insurartce Truscee"), for che benefic of 6on
cipal ofand interest on che above-described debc obligacions (ehe "Sonds") which sl�all �ecome Due Fe�Q?
reason oE Nonpaymenc by che Issuer. ��
AMBAC will make such paymencrto che Insurance Truscee within one (i) business dav i ng r
mene. Upon a Bond6older's presentacion and surrender ro rhe Insurance Truscee oF suc u aid
canceled and in bearer form and Ree of any adverse claim, [he Insurance Trusree bu t
principal and interesc which is chen Due for Paymenr buc is unpnid. Upon suc isb rse en AM
surrendered Bonds and mupons and sha14 be fully subtoga�ed co all of c! Bon er ri ts
Scatcs Tmsc
rcion of che prin-
be unpaid by
iQ Ah�BAC of Nonpay-
r[en�[ coupons, um
der [he Eam amount oF
became ehe owner of �[he
In cases. whrre the Bonds are issuabfe only in a form whereby princi ' p b eb te ndholders or cheir assigns, che
Insurance Truscee shall disburse principal ro a Bondholder as af 'd o r e ac n and surrender to ehe [nsurance Trus[ee
of the unpaid Dond, uncanceled anJ free of any adveae claim, ' e er •i ms un c of nssignmenc, in form sacisfacrory m the
Insurance Trusree, duly execuced by che Bondholder or I 's a o ed repmsencacive, so as eo permic owncrship of
such Dond ro be regis[ered in the name of AMBAC or ic io ' c n ses h e e onds are issuable only in a form whereby inceresc
is payable [o regiscered Bondholders or cheir assi ns, ch Insu nce st� s disburse in[erest ro a Bondholder as aforesaid only
upon presencntion co the Insurance Trustee of p a c6 laima th on enricled ro rhe payment of inceresc on che Bond and
delivery ro the Insucance Trusece of an in c of ssi menc i For i saeisfacrory ro die Insurance Trusree, duly execuced by the
claimant Bondholder or such Bondholder dul au[ 'ze tep � ca e, cransferring co AMBAG atl tights under such Bond ro receive
ehe inceresc in respecc of which che ' u ce me ade, Abf6AC shali be subrogaced ro all che Bondhoidcrs' righcs ro
payment on regiscered 6onds c c exc c f c ins e disbucsements so made.
In the evenr the [rustee or yi ag t r e n as notice that any paymene of principul of or in[eresc on a 6ond which has
become Due for Paym ic e to a o �older by o� nn bchalf of [he Issuer of the Bonds has been deemed a preferen�ial
transfer and cheret r vet fr ia regisa ed owner pursuan[ cu che Uniced Stacrs B�nkrupcty Codr in accordance wich a finnl,
nonappeala6le ar r a co f m cenc jurisdiction, such mgisreied owner will be en[ided co paymcnc from AM4AC to the extent
of such recovery, s icnt fu te oc otherwise avnilable.
As used hcrein, thc o h der means any person othcr rhan the [ssuer whu, ac the timc oF Nonpayment, is che owner of a Bond
or oCa coupon appertai ond. As used herein, "Due for Plymenc", when referring ro che principnl of Don�ls, is when the sr,ued
matucity date or a ma edemption dace fur che applicacion of a required sinking Fund installment hns been reached and does not
refer co any earlier date on which payment is due by re�son of call for re�emption (other chan by application of requireJ sinking fund
installmencs), acceleration or othcr advancemenc nF inamricy; and, when reCerring to interest nn the Bo�d5, is when che seated Jate fot
paymcnr of inreresc has bcen reached. As used herein, "Nonpayment" means che failure of the issuer to have provided sufficirnt Funds
ro the paying agenc for paymene in full ot all ptincipal of and inceresc on che Bonds whieii are pue for Paymenc.
Tliis Policy is noncancelabla The premium un this Policy is not rcfundablc for any reason, including payment of the Bonds prior to
matuciry. This Yolicy does noc insure againsc loss of any pmpaymenr or ocher accclerdcion paymenc which ar any time mny becOme duc
in respect of any Bond, o�her chan at cha sole opcion of ADfBAC, nor againsc any risk othec than Nonpaymenc.
I� wimess whereof, AMBAC has caused chis Policy �o be affixed with a facsimi�c of its corporate seal and eo be signcd by its July
autkorized qfficers in facsimile co betome effeccive as its original seal and signntures and binding upon AMU�1C by virtue of the eouncen
signaturc of its duly au�horized represcn�ative.
�
President
Effeccive Datc:
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LINI'I'�Iy 5'CAT�5 Y'ItL�5T CC)Afi'AIVY (y� IV�W 1'C)RtC acknowicdges that it
h� agteed tcs prri'orm tNc d�cs t�Ctnsurxnre'Cnlsrec undcr this Pn1 iry.
ro�n� r saG ourr! ro,'�1�
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Secretary
Authtlrizeti Etepresentative
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�timi°serYnent
Policy issued to:
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AMBAC Indemnity Coiporation
c/o CT Corporation Systems
44 East Mtfflin Street
Madison, Wisconsin 53703
Administradve Office:
One State Street Plaza
New York, New York 10004
A[tached to and forming part of
Effec[ive Da[e of Endorsemenc
The iasura�ce provided by this policy is not covered by the Florida Insu u ty s ciation.
Nothin� herein contained shal I be heC , a er, aive e re ny of the [erms, conditions, provisions, agreemencti or
limitations of the above mentioned i th n e ted.
In Wdtness e� has ca d itS Corporate Seal to be hereto �xed and these presencs to be signed by its
duly authori ice ' si 'le to become effective as its original seal and signatures and binding on the Company by
virtue of cou er nature s y authorized agenc
President
form t 9214tlf�01 �J1y01
AMBAC Indemnity Corporation
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'•."�,rco.nw,s+''•''� Secretary
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Authortzed Represen[aUve
�e,solc,t�-{�'�n No. q(o—��