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07-15 RESOLUTION NO. 07-15 A RESOLUTION AUTHORIZING THE SALE OF NOT TO EXCEED $8,500,000 CITY OF CLEARWATER, FLORIDA, GAS SYSTEM REVENUE REFUNDING BONDS, SERIES 2007; SETTING FORTH THE FORM OF THE NOTICE OF BOND SALE AND SUMMARY NOTICE OF BOND SALE RELATING TO THE SALE OF SUCH BONDS; DIRECTING PUBLICATION OF THE SUMMARY NOTICE OF SALE RELATING TO SUCH BONDS; PROVIDING FOR THE OPENING OF BIDS RELATING TO THE SALE OF THE BONDS; SETTING FORTH THE OFFICIAL NOTICE OF SALE AND BID FORMS; PROVIDING FOR THE ISSUANCE OF THE SERIES 2007 BONDS IN BOOK-ENTRY-ONL Y FORM; AUTHORIZING THE DISTRI- BUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNECTION WITH THE DELIVERY OF THE BONDS; PROVIDING FOR COMPLIANCE WITH A CONTINUING DISCLOSURE CERTIFICATE; APPOINTING A PAYING AGENT AND REGISTRAR; APPOINTING AN ESCROW AGENT; AUTHORIZING THE PURCHASE OF MUNICIPAL BOND INSURANCE; PROVIDING CERTAIN OTHER MATTERS IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on August 15, 1991, the City Council of the City of Clearwater, Florida (the "City" or the "Issuer") enacted Ordinance No. 5118-91 (the "Original Ordinance") to provide for the issuance of bonds payable from Net Revenues of the Gas System (as defined therein); and WHEREAS, on April 21 ,2005, the City enacted Ordinance No. 7423-05 (the "2005 Ordinance", and together with the Original Ordinance, collectively, the "Bond Ordinance") which authorized the issuance of the City of Clearwater, Florida, Gas System Revenue [Refunding] Bonds, Series [to be determined], as Additional Parity Obligations under the Original Ordinance; and WHEREAS, the City by this Resolution intends to provide for the issuance of not to exceed $8,500,000 City of Clearwater, Florida Gas System Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds") as Additional Parity Bonds to refund all or a portion of the City's outstanding Gas System Revenue Bonds, Series 1998 (the "Refunded Bonds"); and WHEREAS, the City also intends to provide for the defeasance of the City's outstanding Gas System Revenue Bonds, Series 1997B (the "1997B Bonds") with other available funds of the City under the same Escrow Deposit Agreement as will be utilized for the defeasance of the Refunded Bonds; and WHEREAS, it is in the best interest of the City to provide for the public sale of the Series 2007 Bonds; and 1 Resolution No. 07-15 WHEREAS, the Issuer now desires to approve the issuance of its Series 2007 Bonds, to sell its Series 2007 Bonds pursuant to a public sale, to authorize the distribution of a Preliminary Official Statement and an Official Statement in connection with the issuance of the Series 2007 Bonds and to take certain other actions in connection with the issuance and sale of the Series 2007 Bonds; and WHEREAS, this resolution shall constitute a supplemental resolution under the terms of the Bond Ordinance and all capitalized undefined terms used herein shall have the meanings set forth in the Bond Ordinance; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: SECTION 1. AUTHORIZATION OF BONDS AND SERIES DESIGNATION. The not to exceed $8,500,000 of the Gas System Revenue Refunding Bonds, Series 2007 authorized by the Bond Ordinance being offered pursuant to this resolution are hereby designated as Series 2007 Bonds (the "Series 2007 Bonds"). The issuance of not to exceed $8,500,000 of the Series 2007 Bonds, by the City is hereby approved upon the terms and conditions set forth in the Bond Ordinance and this Resolution. SECTION 2. PUBLIC SALE. There is hereby authorized to be sold pursuant to a public sale not to exceed $8,500,000 City of Clearwater, Florida, Gas System Revenue Refunding Bonds, Series 2007. SECTION 3. SALE OF SERIES 2007 BONDS; REDEMPTION AND MATURITY PROVISIONS. The Finance Director is hereby directed to arrange for the sale of the Series 2007 Bonds utilizing the electronic bid process of PARITY through the publication of the Summary Notice of Sale of the Bonds in The Bond Buyer, on such date as shall be deemed by the Finance Director to be in the best interest of the Issuer and such publications to be not less than ten (10) calendar days prior to the date of sale as required by Section 218.385(1), Florida Statutes; and to publish such Notice in such other newspapers on such dates as may be deemed appropriate by the Finance Director. The Series 2007 Bonds shall be subject to optional redemption and shall bear maturities and sinking fund amortizations as shall be subsequently determined by the Finance Director, upon advice of the City's financial advisor and based on market conditions existing at the time, prior to the publication of the Summary Notice of Bond Sale hereinafter approved. Proposals for purchase of the Series 2007 Bonds will be received electronically via PARITY as provided in the Official Notice of Sale, from the time that the Notice of Bond Sale is published until 11 :00 a.m., Clearwater, Florida time, on such date and time as may be established by the Finance Director of the City or her designee, and if such date is subject to change, communicated through Thompson Municipal Market Monitor (TM3) not less than twenty-four (24) hours prior to the time bids are to be received for the purchase of the City of Clearwater, Florida, Gas System Revenue Refunding Bonds, Series 2007; provided that if the internet is not working on the designated bid date, the bid date shall be automatically changed to the next business day, and the City will communicate a 2 Resolution No. 07-15 confirmation of this change in bid date through Thompson Municipal Market Monitor (TM3), all as provided in the Notice of Sale (the "Bid Date"). SECTION 4. DISPOSITION OF PROCEEDS OF SERIES 2007 BONDS. The proceeds from the sale of the Series 2007 Bonds shall be deposited as follows: (a) An amount equal to the accrued interest on the Series 2007 Bonds shall be deposited into the Interest Account in the Bond Service Fund; (b) An amount determined by the Finance Director to be necessary to pay the costs of issuing the Series 2007 Bonds, including the premium due to the Bond Insurer shall be used to pay such costs; (c) An amount determined by the Finance Director to be necessary to increase the amount in the Reserve Fund so that the amount on deposit therein equals the Reserve Requirement shall be deposited in the Reserve Fund; and (d) The remaining proceeds of the Series 2007 Bonds shall be deposited into the Escrow Account with the Escrow Holder (hereinafter identified). SECTION 5. APPROVAL OF FORMS. The Notice of Bond Sale and Summary Notice of Sale of the Bonds to be submitted for purchase of the Series 2007 Bonds shall be in substantially the forms annexed hereto, as Exhibits A and B, respectively, together with such changes as shall be deemed necessary or desirable by the Finance Director depending on the bidding method selected in accordance with Section 3 hereof, incorporated herein by reference. The form of the Official Bid Form shall be provided by the internet auction website selected by the Finance Director, and shall be reasonably satisfactory to the Finance Director. SECTION 6. BOOK ENTRY ONLY BONDS. It is in the best interest of the City and the residents and inhabitants thereof that the Series 2007 Bonds be issued utilizing a pure book-entry system of registration. In furtherance thereof, the City has previously executed and delivered a Blanket Letter of Representations with the Depository Trust Company. For so long as the Series 2007 Bonds remain in such book entry only system of registration, in the event of a conflict between the provisions of the Bond Ordinance and of the Blanket Letter of Representations, the terms and provisions of the Blanket Letter of Representations shall prevail. SECTION 7. PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT. The City Manager and Finance Director are authorized and directed to cause a Preliminary Official Statement to be prepared in substantially the form attached hereto as Exhibit C, with such changes, insertions and omissions as shall be approved by the City Manager and Finance Director, containing a copy of the attached Notice of Bond Sale and to furnish a copy of such Preliminary Official Statement to interested bidders. The City Manager and Finance Director are authorized to deem final the Preliminary Official Statement prepared pursuant to this Section for purposes of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission. Upon the award of the Series 2007 Bonds to the successful bidder, the City shall also make available a reasonable number of 3 Resolution No. 07-15 copies of the Preliminary Official Statement to such bidder, who may mail such Preliminary Official Statements to prospective purchasers at the bidder's expense. Following the award of the Series 2007 Bonds, the City Manager and the Finance Director shall cause to be prepared a final Official Statement dated as of the Bid Date, reflecting such changes in the Preliminary Official Statement as may be necessary to reflect the purchaser's bid. The Mayor and City Manager are hereby authorized to execute and delivery such final Official Statement, with such changes, insertions and omissions as may be approved by such officers. 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 certain Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit D, to be executed by the City and dated the date of issuance and delivery of the Series 2007 Bonds, as it may be amended from time to time in accordance with the terms thereof (the "Continuing Disclosure Certificate"). Notwithstanding any other provision of this Resolution, failure of the City to comply with such Continuing Disclosure Certificate shall not be considered an event of default; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. SECTION 9. REGISTRAR AND PAYING AGENT. U.S. Bank National Association, through its designated office in Orlando, Florida, is hereby appointed as Registrar and Paying Agent for the Series 2007 Bonds. SECTION 10. ESCROW AGENT. U.S. Bank National Association, through its designated office in Orlando, Florida, is hereby appointed as Escrow Agent for the Series 2007 Bonds under the Escrow Deposit Agreement, a form of which is attached as Exhibit A to the 2005 Ordinance. SECTION 11. FINANCIAL GUARANTY INSURANCE POLICIES. Pursuant to the Bond Ordinance, Ambac Assurance Corporation ("AMBAC") has been selected to provide its Financial Guaranty Insurance Policy (the "Policy") as the Bond Insurance Policy (as defined in the Bond Ordinance) as additional security for payment of principal and interest on the Series 2007 Bonds. Selection of Ambac as the Bond Insurer (as defined in the Bond Ordinance) is hereby ratified and confirmed and payment for such Bond Insurance Policy from proceeds of the Series 2007 Bonds is hereby authorized. The Issuer hereby accepts the terms, conditions and agreements relating to the Bond Insurance Policy in accordance with the Financial Guaranty Insurance Commitment attached hereto as Exhibit E and incorporated herein. A statement of insurance is hereby authorized to be printed on or attached to the Series 2007 Bonds for the benefit and information of the holders of the Series 2007 Bonds. For so long as the Bond Insurance Policy is applicable to the Series 2007 Bonds, the additional provisions set forth on Exhibit F attached hereto shall be applicable to the Series 2007 Bonds. In addition to the covenants and agreements of the Issuer previously contained in the Bond Resolution regarding the rights of the Bond Insurer which are 4 Resolution No. 07-15 incorporated herein, the Issuer hereby covenants and agrees for the benefit of the Bond Insurer and the holders of the Series 2007 Bonds while the Bond Insurance Policy insuring the Series 2007 Bonds is in full force and effect, to provide the Bond Insurer with copies of any notices to be given to any party pursuant to the Bond Resolution or this Resolution, and to provide prior notice to the Bond Insurer of any amendments to the Bond Resolution or this Resolution. (a) Any notice that is required to be given to a holder of the Bonds or to the Paying Agent pursuant to the Bond Ordinance shall also be provided to the Bond Insurer. All notices required to be given to the Bond Insurer under the Resolution shall be in writing and shall be sent by registered or certified mail addressed to Ambac Assurance Corporation, One State Street Plaza,New York, New York 10004, Attention: Surveillance Department. (b) The Insurer shall receive notice of any amendments to the Bond Ordinance or this Resolution prior to the adoption of such amendments by the City. (c) The City shall provide copies of all amendments to the Bond Ordinance or this Resolution which required the consent of the Bond Insurer to Standard & Poors. SECTION 11. AWARD OF BIDS. The Finance Director is hereby authorized to accept the bids for the Series 2007 Bonds. The City Manager and the Finance Director are hereby authorized to award the sale of the Series 2007 Bonds on their determination of the best bid submitted in accordance with the terms of the Notice of Bond Sale provided for herein so long as the true interest cost rate shall not exceed 5.00% on the Series 2007 Bonds. The City Manager and the Finance Director are hereby authorized to award the sale of the Series 2007 Bonds as set forth above or to reject all bids for the Series 2007 Bonds. Such award shall be final. SECTION 12. PRIOR RESOLUTIONS. To the extent the provisions of this Resolution are inconsistent with the provisions of prior resolutions regarding the Series 2007 Bonds, provisions of this Resolution shall control and supercede the inconsistent provisions of such Resolutions. [Remainder of page left intentionally blank] 5 Resolution No. 07-15 SECTION 13. EFFECTIVE DATE. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 7th day of June ,2007. CITY OF CLEARWATER, FLORIDA /" /' /' I / A. ~/ 1.:r '~,,<'Y/.'" r' /''Jq>,,~ , .-7;/~ '- . 1..., _...."......, <'0' ../- . ." /_........._~....'-" Frank Hibbard Mayor Approved as to form: Attest: ~. Pamela K. Akin City Attorney 6 Resolution No. 07-15 EXHIBIT A FORM OF OFFICIAL NOTICE OF BOND SALE $7,670,000* CITY OF CLEARWATER, FLORIDA GAS SYSTEM REVENUE REFUNDING BONDS, SERIES 2007 NOTICE IS HEREBY GIVEN that electronic (as explained below) proposals will be received electronically via PARITY in the manner described below, until 11 :00 a.m., Clearwater, Florida time, on June 20, 2007. Bids must be submitted electronically via PARITYin accordance with this Notice of Bond Sale, until 11 :00 a.m., Clearwater, Florida time, but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in PARITY conflict with this Notice of Bond Sale, the terms of this Notice of Bond Sale shall control. For further information about PARITY, potential bidders may contact the financial advisor to the City, RBC Dain Rauscher Inc., 100 Second Avenue South, Suite 800, S1. Petersbur~, Florida 33701, AUn: Kevin Conitz: (727) 895-8853, or PARITY at 40 West 23rd Street, 5 h Floor, New York, New York 10010, telephone (212) 849-5021. In the event of a malfunction in the electronic bidding process, the bid date will automatically change to the next business day as confirmed in a communication through Thompson Municipal Market Monitor (TM3). Form of Series 2007 Bonds The Series 2007 Bonds will be issued in book entry only form, without coupons, in denominations of $5,000 or any integral multiples thereof, and shall be the date of delivery. Principal of the Series 2007 Bonds shall be paid to the registered owners at the designated corporate trust office of U.S. Bank National Association, Orlando, Florida (the "Paying Agent" and "Registrar"), upon presentment and surrender of the Series 2007 Bonds. Interest on the Series 2007 Bonds shall be paid to the registered owners as shown on the registration books maintained by the Registrar, by check or draft mailed to each such owner's address as shown on the registration books maintained by the Registrar as of the fifteenth (15th) day of the calendar month preceding such interest payment date. Interest will be payable each March 1 and September 1, commencing September 1,2007. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. For so long as The Depository Trust Company, New York, New York, or its nominee, Cede & Co. (collectively, "DTC") is the registered owner of the Series 2007 Bonds, payments of principal of, redemption premium, if any, and interest on the Series 2007 Bonds will be made directly to DTC. Disbursements of such payments to the DTC participants is the responsibility of DTC and further disbursement of such payments from the DTC *Preliminary, subject to change A-I participants to the beneficial owners of the Series 2007 Bonds is the responsibility of the DTC participants. Initially one bond will be issued for each maturity of the Series 2007 Bonds in the aggregate principal amount of each such maturity and registered in the name of DTC. DTC, an automated clearing house for securities transactions, will act as securities depository for the Series 2007 Bonds. Purchases of the Series 2007 Bonds will be made in book-entry-only form (without certification). It shall be the responsibility of the Successful Bidder (as hereinafter defined) for the Series 2007 Bonds to furnish to DTC an underwriters' questionnaire and to the City the CUSIP numbers of the Series 2007 Bonds not less than seven (7) days prior to the Closing Date (as hereinafter defined). Maturity Schedule The Series 2007 Bonds will mature on September 1 of the following years in the following principal amounts: Maturity 09/01/2007 09/01/2008 09/01/2009 09/01/2010 09/01/2011 Principal Amount $ 590,000 590,000 590,000 590,000 590,000 Maturity 09/01/2012 09/01/2013 09/01/2014 09/01/2015 Series 2007 Bonds Principal Amount $ 590,000 590,000 590,000 590,000 Maturity 09/01/2016 09/01/2017 09/01/2018 09/01/2019 Principal Amount $ 590,000 590,000 590,000 590,000 Mandatory Redemption Provisions If the Successful Bidder designates any Series 2007 Bonds as term bonds as described under "Desiqnation of Term Bonds," the following mandatory redemption provisions shall apply with respect to such designated term bonds: The Series 2007 Bonds maturing on 1, 20_ will be subject to mandatory redemption prior to maturity, selected by lot, or in such manner as the Registrar may deem appropriate, at a redemption price equal to par plus accrued interest to the redemption date, on 1, 20_, and each 1 thereafter, from amounts deposited in the Redemption Account in the Bond Service Fund established by the Ordinance, in the following years and amounts as follows: Year Amount Optional Redemption Provisions The Series 2007 Bonds are not callable prior to their maturity dates. Adiustment of Principal Amount A-2 After final computation of the bids, to achieve desired debt service levels, the City reserves the right either to increase or decrease any Principal Amount of the Series 2007 Bonds (or any Amortization Installment in the case of a Term Bond) shown on the schedule of Principal Amounts set forth above (the "Maturity Schedule"), by an amount not to exceed ten percent (10%) of the stated amount of each such Principal Amount on the Maturity Schedule and correspondingly adjust the issue size, all calculations to be rounded to the nearest $5,000. In the event of any such adjustment in the Series 2007 Bonds, no rebidding or recalculation of the bid submitted with respect to such Series 2007 Bonds will be required or permitted. If necessary, the total purchase price of the Series 2007 Bonds will be increased or decreased in direct proportion to the ratio that the adjustment bears to the aggregate principal amount of the Series 2007 Bonds specified herein; and the Series 2007 Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same 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 specified below, solely on the basis of the bid for the Series 2007 Bonds offered pursuant to the Bid Maturity Schedule of the relevant series of Series 2007 Bonds, without taking into account any adjustment in the amount of Series 2007 Bonds set forth in the Bid Maturity Schedule. Designation of Term Bonds Bidders may specify that the annual Principal Amounts of the Series 2007 Bonds coming due in any two or more consecutive years may be combined to form one or more maturities of Series 2007 Term Bonds scheduled to mature in the last of such years with the preceding annual Principal Amounts for such years constituting mandatory Amortization Installments of Series 2007 Bonds to be selected by lot and redeemed at a price of par plus accrued interest in accordance with the Resolution. Basis of Award Proposals must be unconditional and only for all the Series 2007 Bonds. The purchase price bid for the Series 2007 Bonds must be no less than 97% nor more than 103% of the principal amount of the Series 2007 Bonds. The Series 2007 Bonds will be insured by Ambac Assurance Corporation and the City will pay the bond insurance premium from Bond proceeds. The purchase price bid for the Series 2007 Bonds will not deduct the insurance premium. Only the final bid submitted by any bidder through Parity will be considered. The City reserves the right to determine the Successful Bidder for the Series 2007 Bonds, to reject any or all bids and to waive any irregularity or informality in any bid. The Series 2007 Bonds will be awarded to the bidder (herein referred to as the "Successful Bidder" as to the Series 2007 Bonds) offering such interest rate or rates and purchase price which will produce the lowest true interest cost to the City over the life of the Series 2007 Bonds. True interest cost for the Series 2007 Bonds (expressed as an annual interest rate) will be that annual interest rate being twice that factor of discount rate, A-3 compounded semiannually, which when applied against each semiannual debt service payment (interest, or principal and interest, as due) for the Series 2007 Bonds will equate the sum of such discounted semiannual payments to the bid price (inclusive of accrued interest). Such semiannual debt service payments begin on September 1,2007. The true interest cost shall be calculated from the expected closing date of the Series 2007 Bonds (the "Closing Date") and shall be based upon the principal amounts of each serial maturity set forth in this Notice of Bond Sale and the bid price set forth in the Proposal for the Series 2007 Bonds submitted in accordance with the Notice 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 Series 2007 Bonds be accompanied by a computation of such true interest cost to the City under the term of the Proposal for Bonds, but such computation is not to be considered as part of the Proposal for Bonds. Interest Rates Permitted The Series 2007 Bonds shall bear interest expressed in multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent. No coupon interest rate specified for any maturity of the Series 2007 Bonds may be less than one percent (1.0%) or more than six percent (6.0%). Should an interest rate be specified which results in annual interest payments not being equally divisible between the semiannual payments in cents the first semiannual payment will be reduced to the next lower cent and the second semiannual payment will be raised to the next higher cent. It shall not be necessary that all Series 2007 Bonds bear the same rate of interest, provided that all Series 2007 Bonds maturing on the same date shall bear the same rate of interest. A rate of interest based upon the use of split or supplemental interest payments or a zero rate of interest will not be considered. Payina Aaent and Reaistrar The Paying Agent and Registrar for the Series 2007 Bonds is U.S. Bank National Association, through its designated office in Orlando, Florida. Security Principal of and interest on the Series 2007 Bonds to be issued pursuant to Ordinance No. 5118-91, as supplemented by Ordinance No. 7423-05, as supplemented, and all required sinking fund, reserve and other payments shall be payable solely from the Net Revenues of Gas System of the City, together with the earnings thereon derived from the investment thereof in the Funds and Accounts established in the Ordinance and as more fully described in the Preliminary Official Statement. The Series 2007 Bonds do not constitute a general indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation, and no Bondholder shall ever have the right to require or compel the exercise of the ad valorem taxing power of the City or taxation of any real or personal property therein for the payment of the principal of and interest on the Series 2007 Bonds or the making of any debt service fund, reserve or other payments provided for in the Resolution. A-4 Purpose Pursuant to the Ordinance, the Series 2007 Bonds are being issued: (i) to refund the City's Gas System Revenue Bonds, Series 1998 maturing in the years 2007 through 2023, and (ii) to pay the costs of issuing the Series 2007 Bonds and to purchase a municipal bond insurance policy. Issuance of Series 2007 Bonds The Series 2007 Bonds will be issued and sold by the City of Clearwater, Florida, a municipal corporation organized and existing under the laws of the State of Florida. The Series 2007 Bonds are being issued pursuant to Ordinance No. 5118-91, enacted August 15, 1991, as amended and supplemented pursuant to Ordinance No.7 423-05, enacted April 21 ,2005 as supplemented by resolutions (collectively, the "Bond Ordinance") by the City of Clearwater, Florida (the "City") and pursuant to the provisions of Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. Municipal Bond Insurance Policy Ambac Assurance Corporation ("AMBAC") has issued a commitment for a financial guaranty insurance policy relating to the Bonds. All bids may be conditioned upon the issuance, effective as of the date on which the Bonds are issued, of a policy of insurance by AMBAC, insuring the payment when due of principal of and interest on the Bonds. Each Bond will bear a legend referring to the insurance. The purchaser, holder or owner is not authorized to make any statements concerning the insurance beyond those set out here and in the Bond Legend without the approval of AMBAC. Proposals Proposals for the Series 2007 Bonds are desired on forms which will be furnished by PARITY, on behalf of the City, and be submitted electronically via PARITY. All bidders must submit a "Good Faith Deposit" in the amount of $50,000 (the "Deposit") in the form of a financial surety bond of Financial Security Assurance, Inc. (the "Financial Surety Bond"). Such Financial Surety Bond must be submitted to the City prior to the sale. The Financial Surety Bond must identify the Bidder whose Deposit is guaranteed by such Financial Surety Bond. The successful bidder is required to submit its good faith deposit by wire transfer not later than 11 :00 a.m. eastern time, on the next business day following the award, as instructed by the City's Financial Advisor. If such deposit is not received by that time, the City shall make a claim under the Financial Surety Bond to satisfy the good faith deposit requirement. The wire transfer of the successful bidder or proceeds of a claim under the Financial Surety Bond, as applicable, will be deposited by the City in an interest-bearing account and be retained and applied towards the purchase price of the Series 2007 Bonds pending full performance by the successful bidder, or will be forfeited to the City and applied as full liquidated damages upon failure of the successful bidder to take up and pay for the Series 2007 Bonds. Any interest earned on the good faith deposit will be retained by and inure to the benefit of the City. If the A-5 Series 2007 Bonds are not delivered to the successful bidder within 30 calendar days from the date of sale, without fault upon the part of the successful bidder, such successful bidder shall not thereafter be obligated to take delivery of and pay for the Series 2007 Bonds and the good faith deposit amount will be promptly paid to the successful bidder or Financial Security Assurance, Inc., as applicable. Delivery and Payment It is anticipated that the Series 2007 Bonds in book entry only form will be available for delivery on June 29,2007, in New York, New York, at The Depository Trust Company, or some other date and place to be mutually agreed upon by the Successful Bidder 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 deposit, in immediately available Federal Reserve funds without cost to the City. Closina Documents The City will furnish to the Successful Bidder upon delivery of the Series 2007 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 transcript of the proceedings authorizing the Series 2007 Bonds will be delivered to the Successful Bidder of the Series 2007 Bonds upon request. Copies of the form of such closing papers and certificates may be obtained from the City. Information Statement Section 218.38(1 )(b)1, Florida Statutes requires that the City file, within 120 days after delivery of the Series 2007 Bonds, an information statement with the 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 2007 Bonds; (b) the name and address of any attorney or financial consultant who advised the City with respect to the Series 2007 Bonds; and (c) any fee, bonus, or gratuity paid, in connection with the bond issue, by an underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant and (d) any other fee paid by the City with respect to the Series 2007 Bonds, including any fee paid to attorneys or financial consultants. The Successful Bidder will be required to deliver to the City at or prior to the time of delivery of the Series 2007 Bonds, a statement signed by an authorized officer containing the same information mentioned in (a) and (c) above. The Successful Bidder shall also be required, at or prior to the delivery of the Series 2007 Bonds, to furnish the City with such information concerning the initial prices at which a substantial amount of the Series 2007 Bonds of each maturity were sold to the public as the City shall reasonably request. Pursuant to Section 218.385(2) and (3) of the Florida Statutes, as amended, a truth- in-bonding statement will be required from each bidder as to the Series 2007 Bonds as part of their bid in the following form: A-6 "The City of Clearwater, Florida, is proposing to issue $ original aggregate principal amount of Gas System Revenue Refunding Bonds, Series 2007, for the purpose of paying (i) the costs of refunding the City's Gas System Revenue Bonds, Series 1998, (ii) the costs of issuing the Series 2007 Bonds, and (iii) the premium on the Bond Insurance Policy, all as further described in Ordinance No. 7423-05. The final maturity date of the Series 2007 Bonds is September 1, 2019, and the Series 2007 Bonds are expected to be repaid over a period of approximately twelve (12) years. At a forecasted average interest rate of _ % per annum, total interest paid over the life of the Series 2007 Bonds will be $ . The source of repayment or security for this proposal is the Net Revenues (as defined in the Ordinance) and moneys and investments held in the funds created under the said Ordinance. Authorizing the Series 2007 Bonds will result in $ not being available to finance the other capital projects of the City. This truth-in-bonding statement prepared pursuant to Section 218.385(2) and (3) of the Florida Statutes, as amended, is for informational purposes only and shall not affect or control the actual terms and conditions of the Series 2007 Bonds." Legal Opinion The Successful Bidder will be furnished, without cost, with the approving opinion of Bryant Miller Olive P.A., Tallahassee, Florida, to the effect that based on existing law, and assuming compliance by the City with certain covenants and requirements of the Internal Revenue Code of 1986, as amended (the "Code"), regarding use, expenditures, investment of proceeds and the timely payment of certain investment earnings to the United States Treasury, the interest on the Series 2007 Bonds is not includable in the gross income of individuals, however, interest on the Series 2007 Bonds will be included in the calculation of the alternative minimum tax liabilities of corporations. The Code contains other provisions that could result in tax consequences, upon which Bond Counsel renders no opinion, as a result of ownership of the Series 2007 Bonds or the inclusion in certain computations (including, without limitation, those related to the corporate alternative minimum tax and environmental tax) of interest that is excluded from gross income. Official Statement The Preliminary Official Statement, copies of which may be obtained as described below, is in a form "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(1) (except for certain permitted omissions as described in such rule) but is subject to revision, amendment and completion in a final Official Statement. Upon the sale of the Series 2007 Bonds, the City will publish a final Official Statement in substantially the same form as the Preliminary Official Statement. Copies of the final Official Statement will be provided, at the City's expense, on a timely basis in such quantities as may be necessary for the Successful Bidder's regulatory compliance. A-7 Continuina Disclosure The City has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. See "Appendix D -- Form of Continuing Disclosure Certificate" attached to the Preliminary Official Statement. CUSIP Number It is anticipated that CUSIP identification numbers will be printed on the Series 2007 Bonds, but neither the failure to print such number on any Series 2007 Bonds nor any error with respect thereto shall constitute cause for failure or refusal by the Successful Bidder to accept delivery of and pay for the Series 2007 Bonds in accordance with its agreement to purchase the Series 2007 Bonds. All expenses in relation to the printing of CUSIP numbers on the Series 2007 Bonds shall be paid for by the City; provided, however, that the CUSIP Service Bureau charge for the assignment of said number shall be the responsibility of and shall be paid for by the Successful Bidder. Copies of Documents Copies of the Preliminary Official Statement, this Official Notice of Bond Sale and the Official Bid Form and further information which may be desired, may be obtained from the City's Financial Advisor, RBC Dain Rauscher Inc., 100 Second Avenue South, Suite 800, St. Petersburg, Florida 33701, Attn: Kevin Conitz: (727) 895-8853. The Preliminary Official Statement will be available electronically from i-Deal LLC at www.i-dealprospectus.com. which may be contacted at (212) 849-5021 for assistance in resolving downloading problems; however, the printed version of the Preliminary Official Statement is the only official version. Amendment and Notices Amendments hereto and notices, if any, pertaining to this offering shall be made through Thompson Municipal Market Monitor (TM3) or similar information distribution service. CITY OF CLEARWATER, FLORIDA /s/ Hibbard Mayor F ra n k A-8 EXHIBIT B FORM OF SUMMARY NOTICE OF SALE $7,670,000* CITY OF CLEARWATER, FLORIDA Gas System Revenue Refunding Bonds Series 2007 NOTICE IS HEREBY GIVEN, that bids will be received by the City Manager and the Finance Director of the City of Clearwater, Florida, electronically through PARITY, subject to the provisions of the Official Notice of Bond Sale. Sale Date: June 20, 2007 Time: 11 :00 a.m., Clearwater, Florida Time Bonds Dated: Date of delivery Maturities: Payable September 1 in the years and amounts as follows: Maturity 09/01/2007 09/01/2008 09/01/2009 09/01/2010 09/01/2011 Principal Amount $ 590,000 590,000 590,000 590,000 590,000 Maturity 09/01/2012 09/01/2013 09/01/2014 09/01/2015 Series 2007 Bonds* Principal Amount $ 590,000 590,000 590,000 590,000 Maturity 09/01/2016 09/01/2017 09/01/2018 09/01/2019 Principal Amount $ 590,000 590,000 590,000 590,000 Interest Payment Dates: Payable March 1 and September 1, commencing September 1, 2007. Legal Opinion: Bryant Miller Olive P.A., Tallahassee, Florida F or copies of the Official Notice of Bond Sale and the Preliminary Official Statement of the City of Clearwater, Florida, please contact the City's Financial Advisor, RBC Dain Rauscher Inc., 100 Second Avenue South, Suite 800, S1. Petersburg, Florida 33701, Attn: Kevin M. Conitz, telephone (727) 895-8853. The Proposed Form is to be provided by PARITY. The Preliminary Official Statement will be available electronically from i-Deal LLC at www.i-dealprospectus.com. which may be contacted at (212) 849-5021 for assistance in B-1 resolving downloading problems; however, the printed version of the Preliminary Official Statement is the only official version. B-2 EXHIBIT C FORM OF PRELIMINARY OFFICIAL STATEMENT C-l "~ ;;.., :: ; :: " o '" c '-'.... o - '''-. C - c ::.. or. ~ ~ ';" <:. ;,;-0 ^ '- .;:') - '- - ~..:; ~< ~ c c -~ ~'? ,~ c - - ;:? ~ ; ...'.... ~ ~ "-,(..,- c '- < . c _ c :: c ~ ; ; .: ,g .... :.... - ~~~ ..;;... .:;; ~ ~ ~ ~~ :::::.; ''2 : : 2 - ~~ ~ ~ ,~ i .... '-' ~ ~ ~-~ :., '- ~ ~ :.... ::::- " ~ "";; c " " ~ .... ::::: : ~ ,~ : c.. ~ ;';.,. ..... .::: .~ ,~ ..:;: ~J: ~ - i: ~ ~ -~ ~ -~ ~ ;n Hi " ~ ~ : ~ '~ .~ ~ .~ ;; ~.~ ~ E '" i~: ; ";..:. - - " :/';: ~ ~ :;.~ ; ~; ~ ~ o ;: .: ,,-,:' -..-: . , ~"'t:: -'- 'or . - ~ ... '-' ~~~ ~2 ;.... 'F: .: f'l'dimillary Official St(ilt'mt'lll nated -}/lnt' 12, 20fJ7 NEW ISSUE RatinllS: Moody's: "Aaa" (Insured) "A2" (Underlying) Fitch: "AAA"(Insured) AMBAC Insured (See "Ratings" herein) BOOK-ENTRY ONLY In the opinion of Bond Counsel under existing laws, regulations and judicial decisions interest on the Series 2007 Bonds is excluded from gross income for purposes of federal income taxation and the Series 2007 Bonds are exempt from all present intangible personal property taxes imposed pursuant to Chapter 199, Florida Statutes, See, however "TAX EXEMPTION" herein for a description of certain federal minimum and other special taxes that may affect the tax treatment of interest on the Series 2007 Bonds. CITY OF CLEARWATER, FLORIDA $7,670,000* Gas System Revenue Refunding Bonds Series 2007 Dated: Date of Delivery Due: September 1, as shown below The City of Clearwater, Florida, Gas System Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds") are being issued in the form of fully registered bonds and will be initially issued to and registered in the name of Cede & Co" as nominee for The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Series 2007 Bonds. The Series 2007 Bonds will be available to purchasers in principal denominations of $5,000 and integral multiples thereof under the book-entry system maintained by DTC through brokers and dealers who are, or act through, DTC Participants. Purchasers will not receive physical delivery of the Series 2007 Bonds. For so long as any purchaser is the beneficial owner of a Series 2007 Bond, he must maintain an account with a broker or dealer who is, or acts through, a DTC Participant in order to receive payment of principal of and interest on such Series 2007 Bond. For so long as the book-entry system is in effect any reference to a Bondholder or Bondholders shall be deemed to be Cede & Co. and not the beneficial owners of the Series 2007 Bonds. See "Book-Entry Only System" under "DESCRIPTION OF THE SERIES 2007 BONDS." Interest on the Series 2007 Bonds is payable semi.annually, commencing September I, 2007, and each March 1 and September 1 thereafter. U.S. Bank National Association, Orlando, Florida, will act as Paying Agent with respect to the Series 2007 Bonds. The Series 2007 Bonds are not subject to redemption prior to their stated maturity at the option of the City; provided, however, that, if the winning bidder elects for certain maturities of the Series 2007 Bonds to be Term Bonds, such Series 2007 Term Bonds will be subject to mandatory redemption from amortization installments as provided in such winning bid. The Series 2007 Bonds will be issued by the City of Clearwater, Florida (the "City") (i) to refund and redeem on September I, 2007, all of the Outstanding principal amount of the City's Gas System Revenue Bonds, Series 1998 (the "Series 1998 Bonds"), which are currently Outstanding in the aggregate principal amount of $7,750,000 (the "Refunded Bonds"); (ii) to purchase a municipal bond insurance policy and a reserve fund surety policy in an amount sufficient to satisfy the Reserve Requirement applicable to the Series 2007 Bonds, and (iii) to pay the costs of issuance of the Series 2007 Bonds. The City will simultaneously refund and redeem all of the Outstanding principal amount of the City's Gas System Revenue Bonds, Series 1997B (the "Series 1997B Bonds"), which are currently Outstanding in the aggregate principal amount of $3,500,000 from available funds of the City. The Series 2007 Bonds are limited obligations of the City, payable solely from the Net Revenues derived from the operation of the System, as provided in Ordinance No. 5118-91, enacted by the City Council of the City (the "City Council") on August 15, 1991, as amended and supplemented by Ordinance No. 7191-03, enacted on October 2, 2003, and as further supplemented hy Ordinance No. 7423-05, enacted on April 21, 2005 (collectively, the "Bond Ordinance") and as further supplemented by Resolution 07-[ ], adopted on June 7, 2007 (the "Resolution"). The Series 2007 Bonds and the interest thereon shall not be and shall not constitute an indebtedness of the City or of the State of Florida or any political subdivision thereof within the meaning of any Constitutional, statutory, charter or other limitation of indebtedness, and neither the full faith and credit nor the taxing powers of the State of Florida or the City are pledged as security for the payment of the principal of, redemption premium, if any, or interest on the Series 2007 Bonds and no holder or holders of any Series 2007 Bonds shall ever have the right to compel the exercise of the ad valorem taxing powers of the City, or taxation in any form of any real property therein to pay the Series 2007 Bonds or the interest thereon. The Series 2007 Bonds will be on a parity and rank equally, as to lien on and source and security for payment from the Net Revenues and in all other respects, with the City's Gas System Revenue Refunding Bonds, Series 2004 and the City's Gas System Revenue Refunding Bonds, Series 2005 , as more particularly described herein. Payment of the principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy to be issued by AMBAC Assurance Corporation simultaneously with the delivery of the Bonds. See the material under the heading "FINANCIAL GUARANTY INSURANCE" herein. MATURITY SCHEDULE (See enclosed Notice of Sale) ELECTRONIC BIDS FOR THE SERIES 2007 BONDS WILL BE ACCEPTED IN ACCORDANCE WITH THE OFFICIAL NOTICE OF SALE. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Series 2007 Bonds will be offered when, as and if issued and delivered to the Underwriter, subject to approval of Bryant, Miller and Olive. P.A., Tallahassee, Florida, Bond Counsel to the City, and certain other conditions. Certain legal matters will be passed on for the City by its City Attorney, Pamela K. Akin. Esquire. and its disclosure counsel. Nabors. Giblin & Nickerson, P.A.. Tampa, Florida. It is expected that the Series 2007 Bonds in definitive boo/,-cntry only form will be available for delivery through the facilities of the Depository Trust Company, on or about ,June 29, 2007. Dated: June ,2007 * Preliminary, subject to change CITY OF CLEARWATER, FLORIDA ELECTED OFFICIALS MAYOR Frank Hibbard CITY COUNCIL John Doran (Vice-Mayor) Carlen A. Petersen Paul Gibson George Cretekos APPOINTED OFFICIALS William B. Horne, II, City Manager Pamela K. Akin, Esq., City Attorney Margaret L. Simmons, CPA, Finance Director BOND COUNSEL Bryant Miller Olive Tallahassee, Florida FINANCIAL ADVISOR RBC Capital Markets St. Petersburg, Florida REGISTRAR AND PAYING AGENT u.S. Bank National Association Orlando, Florida No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2007 Bonds described herein, and if given or made, such information or representations must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell the Series 2007 Bonds or a solicitation of an offer to buy nor shall there be any sale of the Series 2007 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the City and by other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation or contract, by the Underwriter. The information and expressions of opinion herein are subject to change without notice and neither the delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER- ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2007 BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. The Series 2007 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, nor has the Bond Ordinance been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exemptions contained in such acts. The registration or qualification of the Series 2007 Bonds in accordance with applicable provisions of the securities laws of the States, if any, in which the Series 2007 Bonds have been registered or qualified and the exemption from registration or qualification in certain other states cannot be regarded as a recommendation thereof. Neither these States nor any of their agencies have passed upon the merits of the Series 2007 Bonds or the accuracy or completeness of this Official Statement. Any representation to the contrary may be a criminal offense. I TABLE OF CONTENTS Page INTRODUCTION..................................... ................................................................... 4 ESTIMATED SOURCES AND USES OF FUNDS.................................................. 6 DESCRIPTION OF THE SERIES 2005 BONDS .................................................... 7 GeneraL.............................................................................................................. 7 Book-Entry Only System................................................................................ 7 Redemption Provisions................................................................................ 11 Notice of Redemption...... ......................... .................................................... 11 SOURCE OF PAYMENT AND SECURITY FOR THE SERIES 2005 BONDS 12 GeneraL............................................................................................................ 12 Debt Service Reserve Account ................................................................... 13 FLOW OF FUNDS..................................................................................................... 14 Establishment of Funds and Accounts ..................................................... 14 Priority of Flow of Funds.................................................................................. 14 COVENANTS............................................................................................................. 17 Rate Covenant................................................................................................ 1 7 Additional Parity Obligations .................................................................... 17 Operation and Maintenance....................................................................... 18 Operating Budget.......................................................................................... 19 Annual Audit.................................................................................................. 19 No Mortgage or Sale of the System............................................................ 19 No Free Service.............................................................................................. 20 Enforcement of Collections......................................................................... 20 No Competing System.................................................................................. 21 Unlawful Connection Prohibited............................................................... 21 Amendment of the Bond Ordinance.......................................................... 21 THE SySTEM............................................................................................................. 22 Physical Description..................................................................................... 22 Management................................................................................................... 24 Gas Supply...................................................................................................... 26 Rates, Fees and Charges .............................................................................. 27 Service Area.................................................................................................... 28 Environmental Remediation Costs........ ...... ............................................. 30 FINANCIAL GUARANTY INSURANCE............................................................... 31 COMBINED DEBT SERVICE REQUIREMENTS ...............................................35 HISTORICAL COVERAGE OF DEBT SERVICE BY THE SYSTEM NET REVENUES............................................ .................................................................... 36 11 RA TIN GS .................................................................................................................... 36 LEGALITy.................................................................................................................. 37 TAX EXEMPTION..................................................................................................... 37 VERIFICATION OF MATHEMATICAL COMPUTATIONS .............................. 40 INVESTMENT POLICY OF THE CITy................................................................. 40 ENFORCEABILITY OF REMEDIES................................................. .................... 41 LITIGATION.... .......................................................................................................... 41 GENERAL PURPOSE FINANCIAL STATEMENTS ..........................................42 ADVISORS AND CONSULTANTS.. ....................................................................... 42 CONTINUING DISCLOSURE.............. ................................. ................................. 42 MISCELLANEOUS................................................................................................... 43 AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT............................................................................................................. 43 APPENDIX A - GENERAL INFORMATION RELATING TO THE CITY OF CLEARWATER, FLORIDA APPENDIX B - EXCERPTS FROM THE CITY OF CLEARWATER, FLORIDA GENERAL PURPOSE FINANCIAL STATEMENTS AND OTHER INFORMATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006 APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX E FORM OF BOND COUNSEL OPINION APPENDIX F - SPECIMEN BOND INSURANCE POLICY APPENDIX G SCHEDULES OF RATES III OFFICIAL STATEMENT $7,670,000* Gas System Revenue Refunding Bonds Series 2007 INTRODUCTION The purpose of this Official Statement, which includes its cover page and certain enclosed Appendices, is to furnish information with respect to the issuance by the City of Clearwater, Florida (the "City") of its $7,670,000* Gas System Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds"). The Series 2007 Bonds are being issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, as amended and supplemented, the City Charter, as amended and supplemented, and other applicable provisions of law. The Series 2007 Bonds are being issued more specifically pursuant to Ordinance No. 5118-91, enacted by the City Council of the City (the "Council") on August 15, 1991, as amended and supplemented by Ordinance No. 7191-03, enacted on October 2, 2003, and as further supplemented by Ordinance No. 7423-05, enacted on April 21, 2005 (collectively, the "Bond Ordinance") and as further supplemented by Resolution [ ], adopted on June 7, 2007 (the "Resolution"). The Series 2007 Bonds will be issued by the City (i) to refund and redeem on September 1, 2007, all of the Outstanding principal amount of the City's Gas System Revenue Bonds, Series 1998 (the "Series 1998 Bonds"), which are currently Outstanding in the aggregate principal amount of $7,750,000 (the "Refunded Bonds"); (ii) to purchase a municipal bond insurance policy and a reserve fund surety policy in an amount sufficient to satisfy the Reserve Requirement applicable to the Series 2007 Bonds, and (iii) to pay the costs of issuance of the Series 2007 Bonds. The City will simultaneously refund and redeem all of the Outstanding principal amount of the City's Gas System Revenue Bonds, Series 1997B (the "Series 1997B Bonds"), which are currently Outstanding in the aggregate principal amount of $3,500,000 from available funds of the City. The Series 2007 Bonds are special, limited obligations of the City payable solely from the Net Revenues derived from the operation of the System, as provided in the Bond Ordinance on a parity with the City's Gas System Revenue Refunding Bonds, Series 2004 (the "Series 2004 Bonds"), which are currently Outstanding in the aggregate principal . Preliminary, subject to change. 4 amount of $8,545,000 and the City's Gas System Revenue Refunding Bonds, Series 2005 (the "Series 2005 Bonds"), which are currently Outstanding in the aggregate principal amount of $7,135,000 (the Series 2004 Bonds and the Series 2005 Bonds are hereinafter being referred to collectively as the "Parity Bonds"), all as further described under the heading "Additional Parity Obligations" herein. Capitalized terms not otherwise defined in this Official Statement shall have the same meanings assigned to such terms in the Summary of the Bond Ordinance, which is set forth in APPENDIX C. The description of the Series 2007 Bonds, the Bond Ordinance, and certain statutory provisions as well as the information from various reports and statements contained in this Official Statement are not comprehensive or definitive. All references to such documents, reports and statements are qualified by the actual content of such documents, reports and statements, copies of which may be obtained by contacting the Finance Director, City of Clearwater, Florida, 100 South Myrtle Avenue, Clearwater, Florida 33756. PURPOSE OF SERIES 2007 BONDS The Series 2007 Bonds will be issued by the City of Clearwater, Florida (the "City") (i) to refund and redeem on September 1, 2007, all of the Outstanding principal amount of the City's Gas System Revenue Bonds, Series 1998 (the "Series 1998 Bonds"), which are currently Outstanding in the aggregate principal amount of $7,750,000 (collectively, the Outstanding 1997B Bonds and the 1998 Bonds are hereinafter referred to as the "Refunded Bonds"); (ii) to purchase a municipal bond insurance policy and a reserve fund surety policy in an amount sufficient to satisfy the Reserve Requirement applicable to the Series 2007 Bonds, and (iii) to pay the costs of issuance of the Series 2007 Bonds. The City will simultaneously refund and redeem all of the Outstanding principal amount of the City's Gas System Revenue Bonds, Series 1997B (the "Series 1997B Bonds"), which are currently Outstanding in the aggregate principal amount of $3,500,000 from available funds of the City. THE REFUNDING PROGRAM Proceeds of the Series 2007 Bonds will be deposited into an escrow account (the "Escrow Account") established with U.S. Bank National Association, Orlando, Florida, as escrow agent (the "Escrow Agent") and invested in cash and/or direct obligations of the United States in order to provide sufficient funds on September 1, 2007, to pay and redeem all of the Outstanding Series 1998 Bonds (the "Refunded Bonds"), which are currently Outstanding in the aggregate principal amount of [Refunded Bonds Amount]. The Series 1998 Bonds maturing on September 1, 2007 will be redeemed on September 1, 2007 at the redemption price of 100% of the principal amount thereof, together with accrued and unpaid interest thereon and to pay and the Series 1998 Bonds maturing after September 1, 2007 will be redeemed on September 1, 2007 at the redemption price 5 of 101% of the principal amount thereof, together with accrued and unpaid interest thereon. Available funds of the System will be deposited by the City into the Escrow Account established with the Escrow Agent and invested in cash and/or direct obligations of the United States in order to provide sufficient funds on September 1, 2007, to pay and redeem the Series 1997B Bonds maturing on and after September 1, 2007 in the aggregate principal amount $3,500,000, at the redemption price of 100% of the principal amount thereof, together with accrued and unpaid interest thereon. Upon issuance of the Series 2007 Bonds and based upon the deposit into the Escrow Fund of the cash and/or direct obligations into the Escrow Fund as described above and the verification of the mathematical accuracy of the sufficiency thereof to pay and redeem the Refunded Bonds as described above by a firm of independent certified public accountants, Bond Counsel will deliver and opinion to the effect that the Refunded Bonds will no longer be outstanding for purposes of the resolution under which they were issued and the pledge of and lien on the Pledged Funds created by or pursuant to said Resolution with respect to such Refunded Bonds will cease, terminate and be discharged. ESTIMATED SOURCES AND USES OF FUNDS The proceeds to be received from the sale of the Series 2007 Bonds are expected to be applied as follows: Sources of Funds Par Amount Less: Net Original Issue Discount Funds on Deposit for Refunded Bonds Total Sources of Funds Uses of Funds Deposit to Escrow Fund Underwriter's Discount and Costs of Issuance (1) Total Uses of Funds (l)Includes the premiums for the Municipal Bond Insurance Policy and for the Reserve Fund Surety Policy in an amount sufficient to satisfy the Reserve Requirement applicable to the Series 2007 Bonds. 6 DESCRIPTION OF THE SERIES 2007 BONDS General The Series 2007 Bonds will be issued in fully registered book-entry only form in authorized denominations of $5,000 and integral multiples thereof and will be dated dated of delivery, will bear interest (payable semi-annually on March 1 and September 1 of each year commencing September 1, 2007) at the rates per annum and will mature on the dates and in the amounts, all as set forth on the cover page of this Official Statement. U.S. Bank National Association, Orlando, Florida, will act as Paying Agent and Registrar with respect to the Series 2007 Bonds. Book-Entry Only System THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. The Series 2007 Bonds will be available in book-entry form only, in denominations of $5,000 or any integral multiple thereof. Purchasers of the Series 2007 Bonds will not receive certificates representing their interests in the Series 2007 Bonds purchased. The Underwriter is to confirm original issuance purchases with statements containing certain terms of the Series 2007 Bonds purchased. The following information regarding The Depository Trust Company, New York, New York ("DTC") and the book-entry only system of registration has been obtained by the City from DTC. No representation is made by the City as to its accuracy or correctness. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2007 Bonds. The Series 2007 Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered Series 2007 Bond will be issued for each maturity of the Series 2007 Bonds, as set forth on the inside cover page hereof, and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 7 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilities the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants area on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. So long as the book-entry only system is in effect, beneficial interests in the Series 2007 Bonds will be available in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Series 2007 Bonds will not receive certificates representing their beneficial interests in the Series 2007 Bonds purchased. Each Underwriter is to confirm original issuance purchases of beneficial interests with statements containing certain terms of the Series 2007 Bonds in which such beneficial interests are purchased. Purchases of Series 2007 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2007 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2007 Bonds ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2007 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2007 Bonds, except in the event that use of the book-entry system for the Series 2007 Bonds is discontinued. 8 To facilitate subsequent transfers, all Series 2007 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2007 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2007 Bonds are credited, which mayor may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The Paying Agent will make payments of principal of, premium, if any, and interest on the Series 2007 Bonds to DTC or such other nominee, as may be requested by an authorized representative or DTC, as registered owner of the Series 2007 Bonds. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City and the Paying Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Paying Agent subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. The City and the Paying Agent will send redemption notices to DTC. If less than all of the Series 2007 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2007 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2007 9 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). THE CITY AND THE PAYING AGENT WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE SERIES 2007 BONDS FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2007 BONDS OR THE PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL, OR INTEREST, OR ANY PREMIUM ON THE SERIES 2007 BONDS, TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2007 BONDS FOR REDEMPTION. The City and the Paying Agent cannot give any assurances that DTC, DTC Participants or others will distribute payments of principal of, premium, if any, and interest on the Series 2007 Bonds paid to DTC or its nominee, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis or that DTC will serve or act in a manner described in this Official Statement. For every transfer and exchange of beneficial interests in the Series 2007 Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other government charge that may be imposed in relation thereto. DTC may determine to discontinue providing its services with respect to the Series 2007 Bonds at any time by giving notice to the City and the Paying Agent and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, in the event that a successor depository is not obtained, Series 2007 Bonds are required to be printed and delivered. In addition, the City may determine to discontinue the use of book- entry transfers through DTC (or any successor securities depository). Under such circumstances, certificated Series 2007 Bonds are required to be delivered as described below. In the event that the book-entry only system is discontinued, the following provisions will govern the transfer and exchange of Series 2007 Bonds. The Series 2007 Bonds will be exchanged for an equal aggregate principal amount of corresponding bonds in other authorized denominations and of the same series and maturity, upon surrender thereof at the principal corporate trust office of the Bond Registrar. The transfer of any Series 2007 Bonds will be registered on the books maintained by the Bond Registrar for such purpose only upon the surrender thereof to the Bond Registrar with a duly executed written instrument of transfer in form and with guaranty of signatures satisfactory to the Bond Registrar, containing written instructions as to the details of transfer of such Series 2007 Bonds, along with the social security number or federal employer identification number of such transferee. The City and the Bond Registrar may charge the registered owners a sum sufficient to reimburse them for any expenses incurred in making any 10 exchange or transfer after the first such exchange or transfer following the delivery of the Series 2007 Bonds. The Bond Registrar or the City may also require payment from the registered owners or their transferees, as the case may be, of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new Series 2007 Bonds shall be delivered. Neither the City nor the Bond Registrar shall be required to register the transfer or exchange of any Series 2007 Bonds during the period commencing on the fifteenth day (whether or not a business day) of the month next preceding an interest payment date and ending on such interest payment date or, in the case of any proposed redemption of a Series 2007 Bonds, after such Series 2007 Bonds or any portion thereof has been selected for redemption. Redemption Provisions The Series 2007 Bonds are not subject to redemption prior to their stated maturity at the option of the City; provided, however, that, if the winning bidder elects for certain maturities of the Series 2007 Bonds to be Term Bonds, such Series 2007 Term Bonds will be subject to mandatory redemption from amortization installments as provided in such winning bid. Notice of Redemption As long as the book-entry only system is used for determining beneficial ownership of the Series 2007 Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC Participants, who will in turn be responsible for notifying the Beneficial Owners. Any failure of Cede & Co. to notify any DTC Participant, or of any DTC Participant to notify the Beneficial Owner of any such notice, will not affect the validity of the redemption of the Series 2007 Bonds. See "DESCRIPTION OF THE SERIES 2007 BONDS -Book-Entry Only System" for a description of DTC Participants and Beneficial Owners. In the event of the discontinuance of the book-entry only system, notice of redemption will be given by the Registrar (who shall be the Paying Agent for the Series 2007 Bonds, or such other person, firm or corporation as may from time to time be designated by the City as Registrar for the Series 2007 Bonds) by mailing a copy of the redemption notice by first-class mail (postage prepaid) not more than thirty (30) days and not less than fifteen (15) days prior to the date fixed for redemption to the Registered Owner of each Series 2007 Bond to be redeemed in whole or in part at the address shown on the registration books. Failure to give such notice by mailing to any Registered Owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. All Series 2007 Bonds or portions thereof so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. 11 Upon surrender of any Series 2007 Bond for redemption in part only, the City shall issue and deliver to the Registered Owner thereof, the costs of which shall be paid by the Registered Owner, a new Series 2007 Bond or Series 2007 Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. SOURCE OF PAYMENT AND SECURITY FOR THE SERIES 2007 BONDS General The principal of, redemption premium, if any, and interest on the Series 2007 Bonds are payable from the Net Revenues equally and ratably with each other and the Parity Bonds. The Series 2007 Bonds and the Parity Bonds are secured by a first and prior lien on the Net Revenues derived from the operation of the System deposited in the Sinking Fund created and established under the Bond Ordinance and from monies and investments deposited in certain funds and accounts established by the Bond Ordinance and earnings thereon. The Series 2007 Bonds shall not constitute an indebtedness, liability, general or moral obligation, or a pledge of the faith, credit or taxing power of the City, the State, or any political subdivision thereof, within the meaning of any constitutional, statutory or charter provisions. Neither the State of Florida, nor any political subdivision thereof, nor the City shall be obligated (1) to levy ad valorem taxes on any property to pay the principal of the Series 2007 Bonds, the interest thereon, or other costs incidental thereto or (2) to pay the same from any other funds of the City except from the Net Revenues, in the manner provided in the Bond Ordinance. The Series 2007 Bonds shall not constitute a lien upon the System, or any part thereof, or on any other property of the City, but shall constitute a first and prior lien only on the Net Revenues in the manner provided in the Bond Ordinance. "Net Revenues" is defined in the Bond Ordinance to mean Gross Revenues less the Cost of Operation and Maintenance. "Gross Revenues" means all monies received from rates, fees, rentals or other charges or income derived from the investment of funds, unless otherwise provided in the Bond Ordinance, by the City or accruing to it in the operation of the System, all calculated in accordance with sound accounting practice. "Cost of Operation and Maintenance" of the System means all current expenses, paid or accrued, for the operation, maintenance and repair of all facilities of the System, as calculated in accordance with sound accounting practice and includes, without limiting the generality of the foregoing, insurance premiums, administrative expenses of the City related solely to the 12 System, labor, cost of materials and supplies used for current operation and charges for the accumulation of appropriate reserves for current expenses not annually recurrent but which are such as may reasonably be expected to be incurred in accordance with sound accounting practice, but excluding any reserve for renewals or replacements, for extraordinary repairs or any allowance for depreciation. The Bonds are further secured by a prior lien on and pledge of the monies and investments deposited in the Funds and Accounts established by the Bond Ordinance except for monies and investments deposited in the Operation and Maintenance Fund and the Rebate Fund. Debt Service Reserve Account The Bond Ordinance requires the establishment of a Reserve Account for the Series 2007 Bonds in an amount equal to the Reserve Account Requirement for the Series 2007 Bonds. The Bond Ordinance authorizes the City to obtain the Surety Bond in place of fully funding the Reserve Account. Accordingly, application has been made to AMBAC Assurance Corporation for the issuance of a Surety Bond for the purpose of funding the Reserve Account for the Series 2007 Bonds. The Series 2007 Bonds will only be delivered upon the issuance of the Surety Bond. The premium on the Surety Bond is to be fully paid at or prior to the issuance and delivery of the Series 2007 Bonds. Pursuant to the terms of the Surety Bond, Surety Bond Coverage is automatically reduced to the extent of each payment made by AMBAC Assurance Corporation under the terms of the Surety Bond and the City is required to reimburse AMBAC Assurance Corporation for any draws under the Surety Bond with interest at a market rate. Upon such reimbursement, the respective Surety Bond is reinstated to the extent of each principal reimbursement up to but not exceeding the Surety Bond Coverage. The reimbursement obligation of the City is subordinate to the Issuer's obligations with respect to the Series 2007 Bonds. In the event the amount on deposit in the Sinking Fund, plus all amounts on deposit in and credited to the Reserve Account for the benefit of the Series 2007 Bonds, therein, in addition to the amount available under the Surety Bond, includes amounts available under a letter of credit, insurance policy, surety bond or other such funding instrument (the "Additional Funding Instrument"), draws on the Surety Bond and the Additional Funding Instrument shall be made on a pro rata basis to fund the insufficiency for the Series 2007 Bonds. The Bond Ordinance provides that the Reserve Account for the Series 2007 Bonds shall be replenished in the following priority: (i) principal and interest on the Surety Bond and on the Additional Funding Instruments shall be paid from first available Revenues on a pro rata basis; (ii) after all such amounts are paid in full, amounts necessary to fund the Reserve Account for the benefit of the Series 2007 Bonds to the required level, after taking into account the amounts available under the Surety Bond and the Additional Funding Instruments, if any, shall be deposited from next available Revenues. 13 The Surety Bond does not insure against nonpayment caused by the insolvency or negligence of the Paying Agent. Notwithstanding any provision of the Bond Ordinance to the contrary, moneys in the Reserve Account for the Series 2007 Bonds may be used only for the purpose of the payment of maturing principal of or interest or making Amortization Installments on the Series 2007 Bonds when the other moneys in the Sinking Fund are insufficient therefor, and for no other purpose including the payment of any other series of Bonds. FLOW OF FUNDS Establishment of Funds and Accounts The following Funds and Accounts have been established pursuant to the Bond Ordinance: Revenue Fund Operation and Maintenance Fund Construction Fund Sinking Fund Interest Account Principal Account Reserve Account Bond Amortization Account Renewal and Replacement Fund A separate subaccount is required to be maintained in the Reserve Account for the Series 2007 Bonds. Priority of Flow of Funds The entire Gross Revenues, except the income from investments (hereinafter discussed), derived from the operation of the System must be deposited in the Revenue Fund. The Revenue Fund constitutes a trust fund for the purpose provided in the Bond Ordinance, and must be kept separate and distinct from all other funds of the City and used only for the purposes and in the manner provided in the Bond Ordinance. All revenues at any time remaining on deposit in the Revenue Fund must be disposed of on or before the fifteenth (15th) day of each month only in the following manner and in the following order or priority: 14 1. Revenues must first be used to deposit in the Operation and Maintenance Fund, such sums as are necessary for the Cost of Operation and Maintenance for the next ensuing month. 2. Revenues must next be used for deposit into the Interest Account, such sums as will be sufficient to pay one-sixth (1/6) of all interest becoming due on the Series 2007 Bonds and the Parity Bonds on the next semi-annual interest payment date. 3. Revenues must next be used for deposit into the Principal Account, in any bond year in which a Serial Bond matures, such sums as will be sufficient to pay one- twelfth (1/12) of the principal maturing on Serial Bonds in such year. 4. Revenues must next be used for deposit into the Bond Amortization Account in any bond year in which an Amortization Installment is due, such sums as will be sufficient to pay one-twelfth (1/12) of the Amortization Installment required to be made in such year. Such payment will be credited to a separate special account for each series of Term Bonds outstanding, and if there is more than one stated maturity for Term Bonds of a series, then into a separate special account in the Bond Amortization Account for each such separate maturity of Term Bonds. The funds and investments in each such separate account are pledged solely to the payment of principal of the Term Bonds of the series or maturity within a series for which it is established and will not be available for payment, purchase or redemption of Term Bonds of any other series or within a series, or for transfer to any other account in the Sinking Fund to make up any deficiencies in required payments therein. Moneys on deposit in each of the separate special accounts in the Bond Amortization Account are required to be used for the open market purchase or the redemption of Term bonds, pursuant to the Bond Ordinance, of the series or maturity of Term Bonds within a series for which such separate special account is established or may remain in said separate special account and be invested until the stated date of maturity of the Term Bonds. The required deposits to the Principal Account, Interest Account and Bond Amortization Account are required to be adjusted in order to take into account the amount of money currently on deposit therein. 6. Revenues must next be applied by the City to maintain in each subaccount in the Reserve Account a sum equal to the Reserve Requirement, if any, for any subsequent year on each series of Bonds, which sum will initially be deposited therein from the proceeds of the sale of the Series 2007 Bonds and other funds of the City. To the extent the City determines pursuant to a subsequent resolution to fund a subaccount within the Reserve Account for a respective series of Bonds, the City may provide that the difference between the amounts on deposit in such subaccount and the Reserve Requirement for such series of Bonds shall be an amount covered by obtaining bond insurance issued by a 15 reputable and recognized municipal bond insurer, by a surety bond, by a letter of credit or any combination thereof or by such other form of credit enhancement as shall be approved by a resolution of the City adopted prior to the issuance of the series of Bonds for which such subaccount is established. Such resolution may also provide for the substitution of such credit enhancement. Bond insurance, a surety bond, a letter of credit or any combination thereof or such other form of credit enhancement may in the future be deposited in the subaccount in the Reserve Account for any Series of Bonds as may be approved by subsequent resolution of the City, provided that the provider of such credit enhancement is then rated in one of the two highest rating categories (without regard to gradation) by Fitch Ratings and Moody's Investors Service, Inc. Any withdrawals from the Reserve Account are required to be subsequently restored from the first moneys available in the Revenue Fund on a pro rata basis as to all sub accounts in the Reserve Account after all required current payments for the Operation and Maintenance Fund and Sinking Fund (including all deficiencies in prior payments to those Funds) have been made in full. Notwithstanding any provision of the Bond Ordinance to the contrary, moneys in each subaccount in the Reserve Account may be used only for the purpose of the payment of maturing principal of or interest or making Amortization Installments on the Bonds for which such subaccount was established when the other moneys in the Sinking Fund are insufficient therefor, and for no other purpose including the payment of any other series of Bonds. In the event of the refunding of any series of Bonds, the City may withdraw from the subaccount within the Reserve Account for such series of Bonds, all or any portion of the amounts accumulated therein with respect to the Bonds being refunded and deposit such amounts as required by the resolution authorizing the refunding of such series of Bonds. 6. The City must next deposit into the Renewal and Replacement Fund an amount equal to one-twelfth (1/12) of an amount equal to 5% of prior year's Gross Revenues; provided, however, that so long as there shall be on deposit in such Renewal and Replacement Fund a balance of at least $300,000, no additional deposits in such Fund are required. The moneys in the Renewal and Replacement Fund may be used only for the purpose of paying the cost of extensions, enlargements or additions to, or the replacement of capital assets of the System and emergency repairs thereto. Such moneys on deposit in such Fund are also required to be used to supplement the Reserve Account if necessary, in order to prevent a default in the payment of the principal or Amortization Installments of and interest on the Bonds. 7. The balance of any moneys remaining in the Revenue Fund after the above required payments have been made may be used by the City for any lawful purpose. 16 8. The Operation and Maintenance Fund, the Sinking Fund, the Renewal and Replacement Fund, the Revenue Fund, and all accounts therein and any other special funds established and created under the Bond Ordinance constitute trust funds for the purposes provided in the Bond Ordinance for such funds. All such funds shall be continuously secured in the same manner as City deposits are authorized to be secured by the laws of the State of Florida. COVENANTS Rate Covenant In and by the Ordinance, the City has covenanted that it will fix, establish, revise from time to time whenever necessary, maintain and collect always, such fees, rates, rentals and other charges for the use of the product, services and facilities of the System which will always provide Revenues in each year sufficient to pay, and out of such funds pay, 100% of the Cost of Operation and Maintenance of the System in such year and all reserve and other payments provided for in the Bond Ordinance and 125% of the Bond Service Requirement due in such year on all outstanding Bonds. The City has covenanted that such rates, fees, rentals, or other charges shall not be reduced so as to be insufficient to provide Revenues for such purposes. Additional Parity Obligations Additional Parity Obligations, payable on a parity from Net Revenues of the System with the Series 2007 Bonds and the Parity Bonds, may be issued after the issuance of the Series 2007 Bonds, for construction and acquisition of additions, extensions and improvements to the System or for refunding purposes and upon the following conditions: 1. The Net Revenues derived or which would have been derived, if adjusted as set forth below, from the System, either during the immediately preceding Fiscal Year, during any twelve (12) consecutive calendar months of the eighteen (18) calendar months immediately preceding the sale of the proposed Additional Parity Obligations or during the last twelve (12) month period for which the City has audited financial statements for the System, at the option of the City, shall have been not less than 125% of the Maximum Bond Service Requirement which will become due in any calendar year thereafter on (a) the Series 2007 Bonds then Outstanding, (b) any Additional Parity Obligations issued and then Outstanding (including the Parity Bonds), and (c) the Additional Parity Obligations then proposed to be issued. In determining the amount of Net Revenues for the purposes of paragraph (1) above, the Consulting Engineers may adjust the Net Revenues by adding thereto the following: 17 a. The Net Revenues (computed for such utility on the same basis as net revenues are computed for the System) of any gas utility which the City shall have acquired prior to the issuance of such Additional Parity Obligations or which the City shall be acquiring from proceeds of such Additional Parity Obligations; and b. In the event a change has been made in the rate schedules for services from the System prior to the issuance of the proposed Additional Parity Obligations for a part of such 12 month period referred to in (1) above, and such change has resulted in an increase in Net Revenues, such amount of additional Net Revenues which the consulting Engineers estimated would have been received by the City during such 12 month period if such change in such rate schedule had been in effect during the entire 12 month period; and in the event a change has been made in the rate schedules for services from the System prior to the issuance of the proposed Additional Parity Obligations for a part of such 12 month period referred to in (1) above, and such change has resulted in a decrease in Net Revenues, by subtracting therefrom such amount of the Net Revenues which the Consulting Engineers estimate would not have been received by the City during such 12 month period referred to in (1) above, if such change in such rate schedule had been in effect during the entire 12 month period. 2. Each resolution or ordinance authorizing the issuance of Additional Parity Obligations will recite that all of the covenants contained in the Bond Ordinance will be applicable to such Additional Parity Obligations. 3. The City shall not be in default in performing any of the covenants and obligations of the Bond Ordinance, if all payments required to have been made into the accounts and funds, as provided in the Bond Ordinance, shall have been made to the full extent required. Operation and Maintenance The City covenants it will maintain the System and all parts thereof in good condition and will operate the same in an efficient and economical manner making such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. 18 Operating Budget The City covenants to annually prepare and adopt prior to the beginning of each of its Fiscal Years, a detailed budget or budgets of the estimated expenditures for the operation and maintenance of the System during such next succeeding Fiscal Year. Annual Audit At least once a year, within six months after the close of its Fiscal Year, the City covenants to cause the books, records and accounts relating to the System to be properly audited by a recognized independent firm of certified public accountants. No Mortgage or Sale of the System The City has covenanted not to sell, lease, mortgage, pledge or otherwise encumber the System, or any substantial part thereof, or any revenues to be derived therefrom, except as described below. Notwithstanding the foregoing, the City has reserved the right to sell, lease or otherwise dispose of any of the property comprising a part of the System which the City hereafter determines, in the manner provided in the Bond Ordinance, to be no longer necessary, useful or profitable in the operation of the System. Prior to any such sale, lease or other disposition of said property, if the amount to be received therefor is not in excess of $50,000, the City Manager of the City or other duly authorized officer in charge thereof is required to make a finding in writing determining that such property comprising a part of the System is no longer necessary, useful or profitable in the operation thereof. If the amount to be received from such sale, lease or other disposition of said property is in excess of $50,000 but not in excess of $100,000 such City Manager or other officer is required to first make a finding in writing determining that such property comprising a part of the System is no longer necessary, useful or profitable in the operation thereof, and the governing body of the City must, by resolution or ordinance duly adopted, approve and concur in the finding of such City Manager or other officer, and authorize such sale, lease or other disposition of said property. If the amount to be received from such sale, lease or other disposition of said property is in excess of $100,000 but not in excess of 10% of the value of fixed assets of the System according to the most recent annual audit report, such City Manager or other officer must first make a finding in writing determining that such property comprising a part of the System is no longer necessary, useful or profitable in the operation thereof, and the Consulting Engineer must make a finding that it is in the best interest of the System that such property be disposed of, and the governing body of the City must by resolution or ordinance, duly adopted, approve and concur in the findings of such City Manager or other 19 officer and of the Consulting Engineer, and authorize such sale, lease or other disposition of said property. Anything in this section to the contrary notwithstanding, nothing restricts the governing body of the City or, to the extent such authority has been vested in the City Manager by such governing body, the City Manager in exercising discretion, from authorizing the sale or other disposition of any of the property comprising a part of the System, if the Consulting Engineer certifies that the Net Revenues of the System will not be materially adversely affected by reason of such sale or disposition. Such proceeds must be placed in the Renewal and Replacement Fund or used for the retirement of outstanding Bonds, in such proportions to be determined by the governing body of the City upon the recommendations of the City Manager. The payment of such proceeds into the Renewal and Replacement Fund does not reduce the amounts required to be paid into such Fund by other provisions of the Bond Ordinance. Anything in this section to the contrary notwithstanding, nothing prohibits the City from transferring ownership of the System to another governmental entity in accordance with the Bond Ordinance without complying with the provisions described in this section. No Free Service The City has covenanted in the Bond Ordinance that it will not render or cause to be rendered any free services of any nature by the System, nor will any preferential rates be established for users of the same class. Whenever the City, including its departments, agencies and instrumentalities, avails itself of the product, facilities or services provided by the System, or any part thereof, the same rates, fees or charges applicable to other customers receiving like services under similar circumstances must be charged to the City and any such department, agency or instrumentality. Such charges must be paid as they accrue, and the City shall transfer from its general funds to the Revenue Fund sufficient sums to pay such charges. The revenues so received will be deemed to be Revenues derived from the operation of the System, and will be deposited and accounted for in the same manner as other Revenues derived from such operation of the System. Consistent with the foregoing, to the extent that certain marketing and sales programs may involve incentives to customers (other than free energy service), expenses of such incentives are paid by charges against appropriate marketing and sales expenses of the System. Enforcement of Collections The City has covenanted to enforce and collect the rates, fees and other charges for the services and facilities of the System pledged under the Bond Ordinance; to take all 20 steps, actions and proceedings for the enforcement and collection of such rates, charges and fees as shall become delinquent to the full extent permitted or authorized by law; and to maintain accurate records with respect thereof. All such fees, rates, charges and revenues pledged pursuant to the Bond Ordinance will, as collected, be held in trust to be applied as provided in the Bond Ordinance. The City will, under reasonable rules and regulations, to the full extent permitted by law, shut off the connection of any users of the System for non-payment of fees, rentals and other charges for the services of the System and will not furnish him or permit him to receive from the System further service until all obligations owed by him to the City on account of services have been paid in full. No Competing System To the full extent permitted by law, the City has covenanted not to hereafter grant, or cause, consent to, or allow the granting of, any franchise or permit to any person, firm, corporation or body, or agency or instrumentality whatsoever, for the furnishing of competing gas services to or within the boundaries of the service area of the City; provided, however, that if the Gas System Manager renders an opinion that it would not be feasible for the City to provide such services to any specific area within the three years succeeding a request to provide such service, the City may authorize or allow the granting of such franchise or permit for such area upon such terms and conditions as it may approve. Unlawful Connection Prohibited The City has enacted an ordinance making it unlawful for any person or persons to tamper with, change or make any connection with the System without the written consent of the City, or to make any reconnection with the System when service has been discontinued for delinquent charges, until such delinquent charges have been paid in full, including interest, reasonable penalties and reconnection charges. The City will diligently, to the full extent permitted by law, enforce this covenant and prosecute any person violating the provisions of this covenant or any penal ordinance relating to the same. Amendment of the Bond Ordinance In the Bond Ordinance, the City has reserved the right to amend or supplement the Bond Ordinance for certain purposes without the consent of Bondholders if the amendment or supplement does not adversely affect the rights of Bondholders. Otherwise, no material modification or amendment of the Bond Ordinance may be made without the consent in writing of the Holders of fifty-one percent or more of the principal amount of the Bonds of each Series so affected and then outstanding. For purposes of the foregoing, to the extent that Bonds of any Series are secured by a Credit Facility and such Bonds are then rated in one of the two highest rating categories (without regard to gradation) by either Fitch 21 Ratings or Moody's Investors Service, Inc., or successors and assigns, then the consent of the Credit Facility issuer will be deemed to constitute the consent of the Bondholders of such Series and in such case no consent of the Bondholders of such Series is required. Notwithstanding the foregoing, no modification or amendment of the Bond Ordinance may permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the promise of the City to pay the principal of and interest on the Bonds as the same become due from the Net Revenues of the System or reduce the percentage of the Bondholders required to consent to any material modification or amendment of the Bond Ordinance without the consent of the Bondholders of all such obligations. THE SYSTEM Physical Description The Clearwater Gas System (the "System") began operations in the mid-1920's with the production, distribution and sale of manufactured gas. The System was converted to natural gas in 1959 when Florida Gas Transmission (FGT) extended pipelines into Florida. The System also provides propane (LP) service in areas where natural gas mains have not yet been extended. The System currently serves 19,035 customers in a 330 square mile service territory through 786 miles of underground gas mains and has 90,000 gallons of propane (LP) storage. The following table sets forth the service areas of the System and the respective terms of the franchise agreements. Utility taxes and franchise fees are collected by the respective municipality in addition to the rates, fees and charges imposed by the System. [Remainder of Page Intentionally Blank] 22 MUNICIPALITIES SERVED BY THE CLEARWATER GAS SYSTEM UTILITY FRANCHISE FRANCHISE CITIES (18 TOTAL) TAX RATE FEE RATE EFFECTIVE DATES BELLEAlR None 5.0%(1)(3) 6/14/90-6/13/20 BELLEAIR BEACH 10.0% 6.0% 10/1/03.9/30/18 BELLEAIR BLUFFS None 6.0% 8/01/02-7/31/17 BELLEAlR SHORE None None(8) 4/03/97 -4/02/27 CLEARWATER 10.0% 6.0% (4) None/Ordinance DUNEDIN 10.0% (5) 5.0% 5/01/90-4/30/20 INDIAN ROCKS BEACH None 4.5%(2) 7/07/88-7/06/18 INDIAN SHORES 10.0%(3)1/1/05 5.0%(11) 6/18/98--6/17/28 LARGO 10.0% 6.0% 6/01/01-5/31/16 NEW PORT RICHEY 10.0% (5) 6.0% 1/01/96-12/31/25 NORTH REDINGTON BEACH None 5.0% (9) 7/16/98-7/15/28 OLDSMAR 9.0% (6) 4.5% (12) 9/01/84-8/31/14 Pinellas Park (LP Only) 10.0% None Not Applicable PORT RICHEY 10.0% 5.0% 4/20/95-4/19/25 REDINGTON BEACH None 5.0% 7/16/98.7/15/28 REDINGTON SHORES None 6.0% (10) 11/5/98-11/4/28 SAFETY HARBOR 10.0% (5) 6.0%(3) 8/01/91- 7/31/01 TARPON SPRINGS 10.0% 5.0% (2) 5/01/84-4/30/14 Notes: (1) (2) (3) (4) (5) (6) (7) (8) 4.5% for 1st 10 years, 5.0% for 2nd 10 years, and 5.5% for 3rd 10 years. 4.0% for 1st 10 years, 4.5% for 2nd 10 years, and 5.0% for 3rd 10 years. exempts industrial customer revenues. Continuing on monthly basis. exempts interruptible customer revenues, and contract rates were billed @ 2% 4/1/99- 9/30/99,4% 10/1/99-9/30/00, & 6% beginning 10/1/00. does not tax fuel oil only taxes fuel oil @ 3.6~/gal. vs. 4~/gal. as authorized by FL statute. Pinellas & Pasco Counties do not impose utility taxes or franchise fees. Belleair Shore provides for the right to bill up to a 5.0% franchise but has elected not to bill a franchise to their customers at present. North Redington Beach reduced the franchise for new contracts after 7/8/99 as follows: 0% for 7/9/99-9/30/00, 2% for 10/1/00-9/30/01, 4% for 10/1/01-9/30/02, & 5% for 10/1/02 & thereafter. (9) 23 (10) Redington Shores reduced the franchise for new contracts after 7/13/99 as follows: 0% for 7/14/99-9/30/00, 2% for 10/1/00-9/30/01, 4% for 10/1/01-9/30/02, & 6% for 10/1/02 & thereafter. (11) Indian Shores reduced the franchise for new contracts after 9/30/99 as follows: 0% for 10/1/99-9/30/00, 2% for 10/1/00-9/30/01, 4% for 10/1/01-9/30/02, & 5% for 10/1/02 & thereafter subject to a review in 10/00. (12) 4.0% for 1 st 10 years & 4.5% for last 20 years. Management The City has a Council-Manager form of municipal government. The Mayor and Council Members are elected by the City's voters on an at-large basis. All have voting power at Council meetings which are chaired by the Mayor. The City Council appoints the City Manager and the City Manager is responsible for appointing all officers and employees in the administrative service of the City, including the Managing Director & Executive Officer of the Clearwater Gas System. The Clearwater Gas System is administered by the Gas System Managing Director & Executive Officer who reports to the Assistant City Manager. The System is one of seven utilities (Water, Reclaimed Water, Sewer, Gas, Solid Waste, Recycling, and Stormwater) billed on a consolidated basis by the Clearwater Customer Service. Charles S. Warrington, Jr. currently serves as Managing Director & Executive Officer of the Clearwater Gas System. He received his Bachelor of Electrical Engineering degree from the Georgia Institute of Technology in 1971 and is a 1982 graduate of the University of Michigan Public Utility Executive Program. He has been a registered Professional Engineer in the State of Florida since 1976. Prior to joining the City of Clearwater in February 1992, Mr. Warrington served as Director of Customer Services for Florida Power & Light Company (FPL), the largest electric utility in the State of Florida. Mr. Warrington was responsible for corporate-wide customer service policies, procedures, systems, training and regulatory interface. Prior to this position, he had served as a District General Manager for two (2) of the largest FPL districts (Miami and Coral Gables). In total, Mr. Warrington has over 32 years of public utility experience of increasing responsibility. Mr.. Warrington is Past Chairman of the Board of Directors of the American Public Gas Association, past President of the Florida Municipal Natural Gas Association, serves as President and member of the Board of Directors of the Florida Natural Gas Association, serves as Chairman and member of the Board of Directors of the APGA Research Foundation, Serves on the Board of Directors of the Southern Gas Association, was past Regional Vice President and former member of the Board of Directors of The Florida Engineering Society, serves on the Board of Directors and as Past President of the Florida Engineering Society, Pinellas Chapter, and serves on the Board of Directors of the United 24 Way of Tampa Bay, is on the Executive Committee and serves on the Board of Directors of the Clearwater Regional Chamber of Commerce, and serves on the Board of Directors of the Rotary Club of Clearwater. Brian Langille has served as the Gas Supply & Technology Engineer for Clearwater Gas System since May 1999. He is responsible for purchasing the natural gas supply, working with key customer accounts and maintaining all regulatory licenses for Clearwater Gas System. Mr. Langille attended the University of South Florida where he received a Bachelor of Science degree in Mechanical Engineering (BSME). He currently serves on the Board of Directors and Executive Committee for Florida Gas Utility (FGU), which is the buying group that manages the securing of Clearwater's gas supply and its daily delivery and balancing. James K. Geary joined the City of Clearwater in September 1998, and has served as the Director of Customer Service and Marketing since September 2000. He is responsible for marketing and sales activities of Clearwater Gas System as well as consolidated customer service operations for all of the City's seven utilities. He was previously with Florida Power & Light Company for 21 years, where he held a number of management positions in customer service, marketing, and information systems. He has also served in business development and management positions with organizations in the not-for-profit sector. Mr. Geary earned an undergraduate degree from the University of Florida and a holds a Masters degree from the University of Central Florida. Thomas K. Sewell joined the City of Clearwater and Clearwater Gas System in January 1997, and has served as the Assistant Director of Operations since February, 1998. He is responsible for all Clearwater Gas Operations of this full service natural and propane gas utility. Prior to joining Clearwater Gas System he served in the United States Army for 30 years retiring in February, 1996 as a Colonel. Immediately prior to retirement, Mr. Sewell served as the Chief of Staff, United States Army Japan at Camp Zama, Japan from November, 1991 to September 1995. Mr. Sewell graduated from the United States Army War College, has a Bachelor of Science degree, Business Administration, from Park College Kansas City, Missouri and a Masters degree, Public Administration, from Shippensburg University, Shippensburg, Pennsylvania. Mike Deegan has served as both the South Area Gas Services Manager since November of 2001. Prior to that, he served as North Area Services manager from 1998 to 2001, Gas Distribution Supervisor from 1995 to 1998, and as the Lead Distribution Construction Inspector from 1992 to 1995, and as a Gas Distribution Pipefitter from 1985 to 1992, all with the Clearwater Gas System. Mr. Deegan also holds an active State of Florida Registered Plumbing Contractors License and a Plumbing License in Hillsborough County, Natural Gas Specialty Contractors License with Pinellas County Construction Licensing Board, Pasco County and Hillsborough County, a 601 Master Qualifiers LP License from the Department of Agriculture, and holds other licenses and certificates related to both 25 Natural, Propane Gas and Plumbing. Mr. Deegan is an active seated member of the Pinellas County- Gas Board of Examining, Adjustments and Appeals. He is the instructor for the Federally Mandated Operator Qualification Program and additionally conducts special and weekly training. He is an active member in many recognized Gas Industry and Plumbing Associations such as American Gas Association, Southern Gas Association, Florida Natural Gas Association, Florida Propane Gas Association, Plumbing Heating Cooling Contractors and the United Association of Plumbers/ Pipe Fitters. Robert Bublitz has served as Controller for the Clearwater Gas System since October 1994. Mr. Bublitz served as the Finance Director and Director of Administrative Services with the City of Tarpon Springs, Florida, for 15 years prior to joining the Clearwater Gas System as Controller. In total, Mr. Bublitz has 35 years of Municipal experience. He received his Bachelor of Business Administration degree in 1965 from Spencerian Business College in Milwaukee, Wisconsin. Gas Supply The City has two firm transportation service agreements (FTS-l & FTS-2) with Florida Gas Transmission (FGT) in order to deliver natural gas to the Cities four gate stations. Both these agreements provide Clearwater with a maximum daily quantity of 12,000 Dekatherms (Dth) of natural gas during the months of November to March; 9,000 Dth's during the month of April; 6,000 Dth's during the months of May to September; and 6,846 Dth's during the month of October. The total annual entitlement is 3,212,226 Dth's of natural gas transportation. At the present time FGT is equally owned by Cross Country Energy Corp, a newly formed holding company that holds Enron Corp interests, and Southern Natural, an EI Paso Corporation Affiliate. The City purchases its gas supply through Florida Gas Utility (FGU). FGU was formed through an Interlocal Agreement among its members. The Interlocal Agreement became effective on September 1, 1989 and consisted of five municipal utilities. Over the next several years, additional electric and gas distribution utilities joined FGU, bringing its total membership in 2005 to 23. The City joined FGU in October 2000 by Resolution 00-35. An updated All Requirements Gas Service Agreement, which was approved by Resolution 02-02 in January 2002, required the City to purchase 100% of its supply through FGU. In December 2004, Clearwater approved Resolution 04-34, which authorized the execution of Public Gas Partners (PGP) Gas Supply Agreement between Clearwater and FGU. Public Gas Partners, Inc. (PGP), a Georgia non-profit corporation, is the parent company that consists of eight (8) municipal agencies located generally in the southeast region of the United States. FGU became a member of PGP in November 2004. The objective of PGP is to acquire and have a working interest in gas wells selected throughout the United States. Clearwater will purchase long-term natural gas supplies from FGU under the provisions of 26 the PGP agreement, which are projected to be at a discounted price relative to the daily gas market and allow for better control of gas supply costs. On June 15, 2006, the City Council adopted Resolution 06-38 approving "Gas Supply Agreement No.2" (the "Supply Agreement") with FGU, which consists of pre-purchasing a 20-year supply of natural gas at a discounted price relative to the daily gas market. FGU executed a 20-year Prepaid Gas Purchase agreement with UBS AG effective September 1, 2006. FGU issued four separate sub-series revenue bonds totaling $694,175,000 for prepayment of the gas supply, comprised of $277,670,000 Florida Gas Utility-Series 2006A- 1 Bonds, $138,835,000 Florida Gas Utility-Series 2006A-2 Bonds, $138,835,000 Florida Gas Utility-Series 2006A-3 Bonds, and$138,835,000 Florida Gas Utility-Series 2006A-4 Bonds. The Supply Agreement is a purchasing mechanism to better control the supply and cost of gas in a rising energy market. The City will save 57 cents per million Btu (MMBtu) lower than the daily market, which translates to approximately $10.6 million in savings over the life of the contract. These savings will be passed on to customers through the Purchased Gas Adjustment (PGA) rate on our customer's monthly bill. Since the Supply Agreement is a "take AND pay" contract, the City is only required to pay for such gas supply delivered to the receipt point(s). Clearwater's participation share is at 12.135%., which represents approximately thirty percent (30%) of the City's customer supply requirements, which includes a four percent (4%) annual growth factor over the 20 year period. Rates, Fees and Charges The City Council has established a schedule of rates and charges by ordinance, which includes a purchased gas cost adjustment provision allowing the City to pass-through to customers any increase or decrease in the purchased price of gas. The City is not subject to regulation by any State agency in establishing or revising its rates. Where competitive fuel sources or transportation service are available to the customer, the City Council has authorized the City Manager to enter into contract gas service rates at special rates and/or conditions as required to obtain/retain the customer load. Such contract service must meet the normal construction feasibility formula to insure profitable payback to the City. As of September 30, 2004, not including interruptible accounts, contract rates applied to 760 customer accounts and impacted less than 32.69% of total revenues. The rates currently charged by the System have been effective since May 1, 2002. On March 21, 2005, the City Council enacted Ordinance number 7368-05, which imposed the rates set forth in APPENDIX G hereto, which became applicable to all gas bill and services after April 1, 2005. 27 Service Area The System is owned and operated as an enterprise utility by the City of Clearwater. The System operates over 786 miles of underground gas main and handles the supply and distribution of both natural and propane (LP) gas throughout northern Pinellas County and western Pasco County. As a "full service" gas utility, the System provides gas appliance sales, service and repair (both commercial and residential), installation of customer gas piping, construction and maintenance of underground gas mains and service lines, and 24- hour response to any gas emergency call within the service area. The System is regulated for safety by the Florida Public Service Commission and the Federal Department of Transportation. The System has been serving customers in the Clearwater area for over 84 years (since 1923) when operations were begun with a manufactured gas plant operation from coal and coke. In 1959, when natural gas transmission lines were finally extended to the Florida peninsula, the System discontinued manufacturing gas and began receiving piped natural gas from Florida Gas Transmission. The System serves over 19,035 customers in a 330 square mile service territory, which includes 17 municipalities as well as the unincorporated areas of northern Pinellas County and western Pasco County. The Pinellas County service territory is 181 square miles and extends generally from Ulmerton and Walsingham Roads on the South to the Pasco County line on the North and from the Gulf of Mexico on the West to the Hillsborough County line on the East. This includes all of the Pinellas beach communities south to Redington Beach. The Pasco County service territory is 117 square miles and extends from the Gulf of Mexico on the West inland about 10 miles to just West of State Road 41 and Land O'Lakes (generally along the right-of-way of the Suncoast Parkway) and from the Pinellas and Hillsborough County lines on the South to generally State Road 52 on the North. The CGS service territory extends 42.3 miles from the southwestern most to the northwestern most points. Residential customers make up over 88.30% of the System's customer base. As of September 30, 2006, the System's active natural gas customers were located as shown in the following table: 28 Location Belleair Belleair Beach Belleair Bluffs Belleair Shores Clearwater Dunedin Indian Rocks Beach Indian Shores Largo New Port Richey North Redington Beach Oldsmar Port Richey Redington Beach Redington Shores Safety Harbor Tarpon Springs Unincorporated Areas Pasco Unincorporated Areas Central Pasco Total Meters 380 122 21 18 6,658 1,027 75 55 990 333 11 67 15 21 9 587 1,377 2,309 2,730 103 16,452 Percentae:e 2.25% 0.72% 0.12% 0.11% 39.38% 6.07% 0.44% 0.33% 5.86% 1. 97% 0.07% 0.40% 0.09% 0.12% 0.05% 3.47% 8.14% 13.66% 16.15% .61% 100.00% The following table shows the five largest interruptible customers by peak monthly consumption and the percent of the System's revenues derived from such customers during the 12 months ending September 30, 2006 29 Peak % of Monthly Gross Customer Name Therms Revenues Angelica Textile Service 88,788 2.04% Metal Industries 76,432 1.59% Morton Plant Hospital 100,366 3.14% Mease Hospital 91,412 2.89% Firmenich Citrus Center 24,788 1.10% The following table shows the breakdown of the System's customers by category as well as the volume of gas sold and the sales revenues generated by each category for the fiscal year ending September 30, 2004: Average No. Customers Gas Volume Gas Sales Interruptible 13 23.90% 14.32% Residential 14,767 15.11% 22.66% Commercial 2,128 60.99% 63.02% Environmental Remediation Costs In December 1993, the Florida Department of Environmental Protection ("FDEP") informed the City that it intended to pursue an investigation of the City of Clearwater Manufactured Gas Plant (the "Former Plant") site which was located from the 1920's through about 1960 at the current site of the System's Administrative Offices and Pinellas Operations Center. The main components of the Former Plant were removed between 1960 and 1985 and the site is currently paved. An initial investigation by the Federal Environmental Protection Agency in the late 1980's determined that no serious health hazards existed at this site but referred it to the FDEP for future monitoring. 30 Environmental Consulting & Technology, Inc. (ECT) of Tampa, Florida, has been retained as the System's environmental consultant. During 1995 ECT, with the assistance of the System's crews, drilled holes and excavated a small segment of the Former Plant site in order to prepare the Contamination Assessment Plan (CAP). ECT submitted a revised CAP to FDEP on November 2, 1995 and was approved. Mter installing all the necessary monitoring wells and collecting soil samples, ECT submitted the Contamination Assessment Report (CAR) in December 1999 to FDEP. Mter reviewing the CAR, FDEP requested additional monitoring wells be installed to better determine the contamination boundary in certain areas of the property. Additional wells were installed and analyzed in early 2001. FDEP reviewed the results and once again required additional well installations for additional groundwater and soil data. Additional wells were installed in June 2002 and in early 2003. As of July 2003, FDEP has not approved the revised CAR. Therefore additional fieldwork will continue into the foreseeable future. The cost of the investigation and possible remediation of the site is funded through an Environmental Imposition Adjustment (EIA) applicable to all firm standard natural gas therm rates and standard propane (LP) gallon rates. The EIA permits the System to recover the cost of environmental costs imposed on the System by federal, state and local regulatory agencies. As of September 30, 2006, the City has spent $674,234.26 on the MGP assessment, which includes both environmental consultant and outside attorney fees. Approximately $487,500 has been recovered from City insurance policies to be applied to any required remediation. FINANCIAL GUARANTY INSURANCE Payment Pursuant to Financial Guaranty Insurance Policy Ambac Assurance Corporation ("Ambac Assurance") has made a commitment to issue a financial guaranty insurance policy (the "Financial Guaranty Insurance Policy") relating to the Series 2007 Bonds, effective as of the date of issuance of the Series 2007 Bonds. Under the terms of the Financial Guaranty Insurance Policy, Ambac Assurance will pay to The Bank of New York, in New York, New York, or any successor thereto (the "Insurance Trustee"), that portion of the principal of and interest on the Series 2007 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Obligor (as such terms are defined in the Financial Guaranty Insurance Policy). Ambac Assurance will make such payments to the Insurance Trustee on the later of the date on which such principal and/or interest becomes Due for Payment or within one business day following the date on which Ambac Assurance shall have received notice of Nonpayment from the Trustee. The insurance will extend for the term of the Series 2007 Bonds and, once issued, cannot be canceled by Ambac Assurance. The Financial Guaranty Insurance Policy will insure payment only on stated maturity dates and on mandatory sinking fund installment dates, in the case of principal, and on stated 31 dates for payment, in the case of interest. If the Series 2007 Bonds become subject to mandatory redemption and insufficient funds are available for redemption of all outstanding Series 2007 Bonds, Ambac Assurance will remain obligated to pay the principal of and interest on outstanding Series 2007 Bonds on the originally scheduled interest and principal payment dates, including mandatory sinking fund redemption dates. In the event of any acceleration of the principal of the Series 2007 Bonds, the insured payments will be made at such times and in such amounts as would have been made had there not been an acceleration, except to the extent that Ambac Assurance elects, in its sole discretion, to pay all or a portion of the accelerated principal and interest accrued thereon to the date of acceleration (to the extent unpaid by the Obligor). Upon payment of all such accelerated principal and interest accrued to the acceleration date, Ambac Assurance's obligations under the Financial Guaranty Insurance Policy shall be fully discharged. In the event the Trustee has notice that any payment of principal of or interest on a Series 2007 Bond that has become Due for Payment and that is made to a holder by or on behalf of the Obligor has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code in accordance with a final, non-appealable order of a court of competent jurisdiction, such registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available. The Financial Guaranty Insurance Policy does not insure any Nonpayment (as set forth in the Financial Guaranty Insurance Policy). Financial Guaranty Insurance Policy does not cover: risk other than Specifically, the 1. payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund redemption) or as a result of any other advancement of maturity; 2. payment of any redemption, prepayment or acceleration premium; and 3. nonpayment of principal or interest caused by the insolvency or negligence of the Trustee, Paying Agent or Bond Registrar, if any. If it becomes necessary to call upon the Financial Guaranty Insurance Policy, payment of principal requires surrender of the Series 2007 Bonds to the Insurance Trustee together with an appropriate instrument of assignment so as to permit ownership of such Series 2007 Bonds to be registered in the name of Ambac Assurance to the extent of the payment under the Financial Guaranty Insurance Policy. Payment of interest pursuant to the Financial Guaranty Insurance Policy requires proof of holder entitlement to interest payments and an appropriate assignment of the holder's right to payment to Ambac Assurance. 32 Upon payment of the insurance benefits, Ambac Assurance will become the owner of a Series 2007 Bond, appurtenant coupon, if any, or right to payment of the principal of or interest on such 2007 Bond and will be fully subrogated to the surrendering holder's rights to payment. The insurance provided by the Financial Guaranty Insurance Policy is not covered by the Florida Insurance Guaranty Association. Ambac Assurance Corporation Ambac Assurance is a Wisconsin-domiciled stock insurance corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin, and is licensed to do business in 60 states, the District of Columbia, the Territory of Guam, the Commonwealth of Puerto Rico and the U.S. Virgin Islands, with admitted assets of approximately $10,015,000,000 (unaudited) and statutory capital of approximately $6,371,000,000 (unaudited) as of December 31, 2006. Statutory capital consists of Ambac Assurance's policyholders' surplus and statutory contingency reserve. Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Fitch Ratings have each assigned a triple-A financial strength rating to Ambac Assurance. Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of an obligation by Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such obligation and that insurance proceeds representing maturing interest paid by Ambac Assurance under policy provisions substantially identical to those contained in the Financial Guaranty Insurance Policy shall be treated for federal income tax purposes in the same manner as if such payments were made by the Obligor. Available Information The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). These reports, proxy statements and other information can be read and copied at the SEC's public reference room at 100 F Street, N.E., Room 1680, Washington, D.C. 20649. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including the Company. These reports, proxy statements and other information can also be read at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10006. 33 Copies of Ambac Assurance's financial statements prepared in accordance with statutory accounting standards are available from Ambac Assurance. The address of Ambac Assurance's administrative offices is One State Street Plaza, 19th Floor, New York, New York 10004, and its telephone number is (212) 668-0340. Incorporation of Certain Documents by Reference The following document filed by the Company with the SEC (File No. 1-10777) IS incorporated by reference in this Official Statement: The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and filed on March 1, 2007. All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in the same manner as described above in "Available Information". 34 COMBINED DEBT SERVICE REQUIREMENTS Set forth below are the amounts of principal and interest on the Parity Bonds and the Series 2007 Bonds and the combined debt service of each in the bond years indicated. Bond Year Ending Sept. 1 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Totals Parity Bonds Total Debt Service $ 991,601.26 1,002,051.26 996,951.26 991,263.76 999,451.26 985,501.26 1,001,551.26 1,051,491.26 1,063,480.02 1,063,790.02 1,052,283.76 1,054,946.26 1,050,746.26 1,050,746.26 1,054,481.26 1,051,225.02 1,056,262.52 1,049,812.52 2,087,300.02 2,088,906.26 2,150,125.00 $24,893,967.76 Series 2007 Bonds Total Aggregate Debt Service Principal Interest 35 HISTORICAL COVERAGE OF DEBT SERVICE BY THE SYSTEM NET REVENUES (1) Fiscal Year Ending Gross Revenues (2) Cost of Operation and Maintenance (3) Net Revenues Annual Debt Service Coverage of Annual Debt Service by Net Revenues Coverage of Maximum Annual Debt Service by Net Revenues (4) 2005 2006 $37,796,797 $43,772,051 30,583,508 7,213,289 $1,997,929 34,154.362 9,617,689 2,016,917 3.61 4.77 3.35 4.47 (1) Source: City of Clearwater, Annual Financial Reports. (2) Includes interest earnings and gross revenues from System. (3) Excludes depreciation (and similar noncash expenses)" amortization of bond discount and issuance costs, bond interest and reserve adjustments. (4) As of Fiscal Year 2006, Maximum Annual Debt Service on all Outstanding Gas System Bonds was $2,150,125. RATINGS It is anticipated that Moody's Investors Service, Inc. and Fitch Ratings will assign the Series 2007 Bonds ratings of "Aaa" and "AAA", respectively, with the understanding that an insurance policy insuring the payment when due of the principal of and interest on the Series 2007 Bonds will be issued by the Insurer. In addition, Moody's Investors Service, Inc. has assigned the Series 2007 Bonds a rating of "A2" without regard to the issuance of the insurance policy. Such ratings reflect the views of the rating agencies and an explanation of the significance of such ratings may be obtained only from the rating agencies furnishing the same. There is no assurance that such ratings may be continued 36 for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agencies, if in its judgment, circumstances so warrant. Any such downward revisions or withdrawal of such ratings may have an adverse effect on the market price of the Series 2007 Bonds. For any additional description of ratings and their meanings, Moody's Investors Service, Inc. and Fitch Ratings should be contacted. LEGALITY Certain legal matters in connection with the issuance of the Series 2007 Bonds are subject to the approval of Bryant Miller and Olive P.A., Tallahassee, Florida, Bond Counsel, whose Bond Counsel opinion will be available at the time of delivery of the Series 2007 Bonds. The proposed form of such opinion of Bond Counsel is attached to this Official Statement as APPENDIX E. Certain legal matters will be passed upon for the City by Pamela K. Akin, Esquire, City Attorney and by its disclosure counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida. TAX EXEMPTION Federal Income Tax Matters The Internal Revenue Code of 1986, as amended (the "Code") establishes certain requirements which must be met subsequent to the issuance and delivery of the Series 2007 Bonds in order that interest on the Series 2007 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2007 Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2007 Bonds regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Series 2007 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The City has covenanted in the Resolution to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2007 Bonds. In the opinion of Bond Counsel, assuming compliance with the aforementioned covenants, under existing laws, regulations, judicial decisions and rulings, interest on the Series 2007 Bonds is excluded from gross income of the holders thereof for purposes of federal income taxation. Interest on the Series 2007 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals or corporations; however, interest on the Series 2007 Bonds may be subject to the alternative minimum tax 37 when any Series 2007 Bond is held by a corporation. The alternative minimum taxable income of a corporation must be increased by 75% of the excess of such corporation's adjusted current earnings over its alternative minimum taxable income (before this adjustment and the alternative tax net operating loss deduction). "Adjusted Current Earnings" will include interest on the Series 2007 Bonds. Except as described above, Bond Counsel will express no OpInIOn regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series 2007 Bonds. Prospective purchasers of Series 2007 Bonds should be aware that the ownership of Series 2007 Bonds may result in collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2007 Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by 15% of certain items, including interest on the Series 2007 Bonds, (iii) the inclusion of interest on the Series 2007 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of interest on Series 2007 Bonds in passive income subject to federal income taxation of certain S corporations with Subchapter C earnings and profits at the close of the taxable year, and (v) the inclusion of interest on the Series 2007 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for purposes of determining whether such benefits are included in gross income for federal income tax purposes. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2007 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE REGISTERED OWNERS. PROSPECTIVE REGISTERED OWNERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. During recent years legislative proposals have been introduced in Congress, and in some cases enacted that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2007 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2007 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of Series 2007 Bonds and their market value. No assurance can be given that legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 2007 Bonds. 38 Tax Treatment of Original Issue Discount Under the Code, the difference between the maturity amount of the Series 2007 Bonds maturing in the years (the "Discount Bonds") and the initial offering price to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which price a substantial amount of Series 2007 Bonds of the same maturity was sold is "original issue discount." Original issue discount will accrue over the term of such Series 2007 Bonds at a constant interest rate compounded periodically. A purchaser who acquires such Series 2007 Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he holds such Series 2007 Bonds, and will increase his adjusted basis in such Series 2007 Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Series 2007 Bonds. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Series 2007 Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Holders of such Series 2007 Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of Series 2007 Bonds and with respect to the state and local tax consequences of owning and disposing of such Series 2007 Bonds. Tax Treatment of Bond Premium The difference between the principal amount of the Series 2007 Bonds maturing in the years (the "Premium Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Premium Bonds of the same maturity was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for Federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each of the Premium Bonds which term ends on the earlier of the maturity or call date for each of the Premium Bonds which minimizes the yield on said Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering to the public at the initial offering price is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Bonds. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds. 39 Florida Tax Matters On the date of delivery of the Series 2007 Bonds, Bond Counsel will issue an opinion to the effect that under existing statutes, regulations and judicial decisions, the Series 2007 Bonds are exempt from all present intangible personal property taxes imposed by Chapter 199, Florida Statutes, as amended. VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by RBC Capital Markets on behalf of the City relating to (a) computation of forecasted receipts of principal and interest on the Federal Securities and the forecasted payments of principal and interest to redeem the Refunded Bonds, and (b) computation of the yields on the Refunding Bonds and the Federal Securities was examined by Barthe & Wahrman, P.A., Minneapolis, Minnesota. Such computations were based solely upon assumptions and information supplied by RBC Capital Markets on behalf of the City. Barthe & Wahrman, P.A. has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted outcome. INVESTMENT POLICY OF THE CITY Pursuant to the requirements of Section 218.45, Florida Statutes, the City adopted a written investment policy which applies to all funds held by or for the benefit of the City Council (except for proceeds of bond issues which are deposited in escrow and debt service funds and governed by their bond documents) and funds of Constitutional Officers and other component units of the City. The objectives of the investment policy, listed in order in order of importance, are: 1. Safety of principal 2. Provision of sufficient liquidity 3. Optimization of return within the constraints of safety and liquidity The investment policy limits the securities eligible for inclusion in the City's portfolio. The City will attempt to maintain a weighted average maturity of its investments at or below three years; however, the average maturity of investments may not exceed four years. 40 To enhance safety, the investment policy requires the diversification of the portfolio to reduce the risk of loss resulting from over-concentration of assets in a specific class of security. The investment policy also requires the preparation of periodic reports for the City Council of all outstanding securities by class or type, book value, income earned and market value as of the report date. Notwithstanding the foregoing, moneys held in the funds and accounts established under the Bond Ordinance may be invested only in Permitted Investments, as described in the Bond Ordinance. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2007 Bonds under the Bond Ordinance (and the policy of municipal bond insurance referred to herein) are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code, the remedies specified by the Federal Bankruptcy Code, the Bond Ordinance and any policy of municipal bond insurance referred to herein may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2007 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency, or other similar laws affecting the rights of creditors or by such principles of equity as the court having jurisdiction may impose with respect to certain remedies which require or may require enforcement by a court of equity. LITIGATION There is no litigation or controversy of any nature now pending or threatened (i) to restrain or enjoin the issuance, sale, execution or delivery of the Series 2007 Bonds or (ii) in any way questioning or affecting the validity of the Series 2007 Bonds, the Bond Ordinance, any proceedings of the City taken with respect to the authorization, sale or issuance of the Series 2007 Bonds or the pledge or application of any moneys provided for the payment of the Series 2007 Bonds, including the Net Revenues of the System. The City is a party from time to time in various law suits involving the City generally, and believes that none of the actions currently pending will have a material effect upon the finances of the City or of the System. 41 GENERAL PURPOSE FINANCIAL STATEMENTS The excerpts from the General Purpose Financial Statements and other information of the City for the fiscal year ended September 30, 2006, are included in APPENDIX B to this Official Statement. Such excerpts from the City's Comprehensive Annual Financial Report, including the auditor's report thereon, have been included in this Official Statement as public documents and consent from the auditors was not requested. The auditors have not performed any services relating to, and are therefore not associated with, the issuance of the Series 2007 Bonds. ADVISORS AND CONSULTANTS The City has retained advisors and consultants in connection with the issuance of the Series 2007 Bonds. These advisors and consultants are compensated from a portion of the proceeds of the Series 2007 Bonds, identified as "Costs of Issuance" under the heading "ESTIMATED SOURCES AND USES OF FUNDS" herein; and other compensation, is, in some instances, contingent upon the issuance of the Bonds and the receipt of the proceeds thereof. Financial Advisor. The City has retained RBC Capital Markets, St. Petersburg, Florida, as Financial Advisor. RBC Capital Markets is the name under which RBC Dain Rauscher, Inc., a broker-dealer, conducts investment banking business. The fees of the Financial Advisor will be paid from proceeds of the Series 2007 Bonds and such payment is contingent upon the issuance of the Series 2007 Bonds. Bond Counsel. Bryant Miller and Olive P.A., Tallahassee, Florida represents the City as Bond Counsel. The fees of Bond Counsel will be paid from proceeds of the Bonds, and such payment is contingent upon the issuance of the Bonds. Disclosure Counsel. Nabors, Giblin & Nickerson, P.A., Tampa, Florida represents the City as Disclosure Counsel. The fees of Disclosure Counsel will be paid from proceeds of the Bonds, and such payment is contingent upon the issuance of the Bonds. CONTINUING DISCLOSURE The City has covenanted for the benefit of the holders and beneficial owners of the Series 2007 Bonds to provide certain financial information and operating data relating to the City by not later than June 1 in each year commencing June 1, 2007 (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events, if deemed by the City to be material. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository ("NRMSIR"), and with the State of Florida Repository, if and when created. The notices of material events will be 42 filed by the City with the NRMSIR and with the State of Florida Repository, if and when created. The specific nature of the information to be contained in the Annual Report or the notices of material events is summarized below under the caption "APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). The City has never failed to comply in all material respects with any previous undertakings with regard to said Rule to provide annual reports or notices of material events. MISCELLANEOUS All information included herein has been provided by the City, except where attributed to other sources. The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such reference or summary is qualified in its entirety by reference to each such document, statute, report or other instrument. Copies of all such documents referred to herein are on file with the City Clerk of the City at 112 South Osceola Avenue, Clearwater, Florida 34616. The information herein has been compiled from official and other sources and, while not guaranteed by the City, is believed to be correct. As far as any statements made in this Official Statement and the appendices attached hereto involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact and no representation is made that any of the estimates will be realized. AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT The delivery of this Official Statement has been authorized by the City Council. Concurrently with the delivery of the Series 2007 Bonds, the undersigned will furnish their certificate to the effect that, to the best of their knowledge, this Official Statement did not as of its date, and does not as of the date of delivery of the Series 2007 Bonds, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purpose for which this Official Statement is to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. CITY OF CLEARWATER, FLORIDA By: Mayor By: 43 44 City Manager APPENDIX A GENERAL INFORMATION RELATING TO THE CITY OF CLEARWATER, FLORIDA 45 APPENDIX B EXCERPTS FROM THE CITY OF CLEARWATER, FLORIDA GENERAL PURPOSE FINANCIAL STATEMENTS AND OTHER INFORMATION FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX E FORM OF BOND COUNSEL OPINION APPENDIX F SPECIMEN BOND INSURANCE POLICY APPENDIX G SCHEDULES OF RATES EXHIBIT D CONTINUING DISCLOSURE CERTIFICATE D-l CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Clearwater, Florida (the "Issuer") in connection with the issuance of its $ Gas System Revenue Refunding Bonds, Series 2007 (the "Series 2007 Bonds"). The Series 2007 Bonds are being issued pursuant to Ordinance No. 5118-91 enacted by the City Council ofthe City (the "Council") on August 15,1991 (the "Original Ordinance"), which authorized the issuance of Gas System Revenue Bonds, Series 1997B (the "Series 1997B Bonds"), as amended and supplemented, as further supplemented by Ordinance No. 7191-03, enacted on October 2, 2003, as further supplemented by Ordinance No. 7423-05, enacted on April 21, 2005 and as further supplemented (as so supplemented, the "Authorizing Ordinance") (the Original Ordinance and the Authorizing Ordinance are collectively referred to as the "Ordinance"). The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Series 2007 Bondholders and in order to assist the original underwriters of the Series 2007 Bonds in complying with Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934 (the "Rule"). SECTION 2. PROVISION OF ANNUAL INFORMATION. Except as otherwise provided herein, the Issuer shall provide to all of the nationally recognized municipal securities information repositories described in Section 4 hereof (the "NRMSIRs"), and to any state information depository that is established within the State of Florida (the "SID"), on or before June 30 of each year, commencing June 30, 2007, the information set forth below in this Section 2. Notwithstanding the immediately preceding sentence, to the extent any such information does not become available to the Issuer before June 30 of any year, the Issuer shall provide such information when it becomes available, but no later than one year following the end of the Issuer's Fiscal Year. (A) the Issuer's Comprehensive Annual Financial Report for the immediately preceding Fiscal Year (the "CAFR"), which shall include the audited financial statements of the Issuer for the immediately preceding Fiscal Year prepared in accordance with Generally Accepted Accounting Principles, as modified by applicable State of Florida requirements and the governmental accounting standards promulgated by the Government Accounting Standards Board; provided, however, if the audited financial statements of the Issuer are not completed prior to April 30 of any year, the Issuer shall provide unaudited financial statements on such date and shall provide the audited financial statements as soon as practicable following their completion; and (B) to the extent not set forth in the CAFR, additional financial information and operating data of the type included with respect to the Issuer in the final official statement prepared in connection with the sale and issuance of the Series 2007 Bonds (as amended, the "Official Statement"), as set forth below: 1. Updates of the historical financial information set forth in the Official Statement under the subheadings "Rates, Fees and Charges" and "Service Area" under the principal caption "THE SYSTEM" and "HISTORICAL COVERAGE OF MAXIMUM ANNUAL DEBT SERVICE BY THE SYSTEM NET REVENUES" (for the then-immediately preceding five fiscal years. 2. Description of any additional indebtedness payable in whole or in part from the System Net Revenues (as defined in the Ordinance). 3. Any other financial information or operating data of the type included in the Official Statement which would be material to a holder or prospective holders of the Series 2007 Bonds. For purposes of this Disclosure Certificate, "Fiscal Year" means the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law. SECTION 3. REPORTING SIGNIFICANT EVENTS. The Issuer shall provide to the NRMSIRs or the Municipal Securities Rulemaking Board (the "MSRB") and to the SID, on a timely basis, notice of any of the following events, if such event is material with respect to the Series 2007 Bonds or the Issuer's ability to satisfy its payment obligations with respect to the Series 2007 Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) difficulties; Unscheduled draws on the debt service reserve fund reflecting financial (D) Unscheduled draws on credit enhancement reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the Series 2007 Bonds; (G) Modifications to rights of Series 2007 Bondholders; 2 (H) Redemptions; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment ofthe Series 2007 Bonds; (K) Rating changes; and (L) Notice of any failure on the part of the Issuer or any other Obligated Person (as defined herein) to meet the requirements of Section 2 hereof. The Issuer may from time to time, in its discretion, choose to provide notice of the occurrence of certain other events, in addition to those listed in this Section 3, if, in the judgment of the Issuer, such other events are material with respect to the Series 2007 Bonds, but the Issuer does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. Whenever the Issuer obtains knowledge ofthe occurrence of a significant event described in this Section 3, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities law to holders of Series 2007 Bonds, provided, that any event under clauses (D), (E), (F), (K) or (L) above will always be deemed to be material. SECTION 4. NRMSIRs. The NRMSIRs to which the Issuer shall provide the information described in Sections 2 and 3 above, to the extent required, shall be the following organizations, their successors and assigns: Bloomberg Municipal Repository 100 Business Park Drive Skillman, New Jersey 08558 Phone: (609) 279 3225 Fax: (609) 279 5962 http://www.bloomberg.com/markets/m uni_contactinfo.html Email: Munis@Bloomberg.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346 0701 3 Fax: (201) 947 0107 http://www.dpcdata.com Email: nrmsir@dpcdata.com FT Interactive Data NRMSIR 100 William Street New York, New York 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary Market Information) (212) 771-7391 (Primary Market Information) http://www.interactivedata.com Email: NRMSIR@FTID.com Standard & Poor's Securities Evaluations, Inc. 55 Water Street 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 www.jjkenny.com/jjkenny/p ser _ descri p _ da ta_rep. h tml Email: nrmsir_repository@sandp.com A list ofthe names and addresses of all designated NRMSIRs as of any date may currently be obtained by calling the SEC's Fax on Demand Service at 202/942-8088 and requesting document number 0206 or by visiting the SEC's web site at www.sec.gov/info/municipal/nrmsir. In lieu of filing with the NRMSIRs and SIDs, the Dissemination Agent may provide the required information to: Disclosure USA.org P.O. Box 684667 Austin, Texas 78768-4667 http://www . disclosureusa.org Fax: (512) 476-6403 or any other designated central post office hereafter approved by the SEC until such time as the SEC has withdrawn such interpretive approval. SECTION 5. NO EVENT OF DEFAULT. Notwithstanding any other provision in the Ordinance to the contrary, failure of the Issuer to comply with the provisions of this Disclosure Certificate shall not be considered an event of default 4 under the Ordinance; provided, however, any Series 2007 Bondholder may take such actions as may be necessary and appropriate, including pursuing an action for mandamus or specific performance, as applicable, by court order, to cause the Issuer to comply with its obligations hereunder. For purposes of this Disclosure Certificate, "Series 2007 Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2007 Bonds (including persons holding Series 2007 Bonds through nominees, depositories or other intermediaries), or (B) is treated as the owner of any Series 2007 Bond for federal income tax purposes. SECTION 6. INCORPORATION BY REFERENCE. Any or all of the information required herein to be disclosed may be incorporated by reference from other documents, including official statements or debt issues of the Issuer of related public entities, which have been submitted to each of the NRMSIRs and the SID, if any, or the SEC. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer shall clearly identify each document incorporated by reference. SECTION 7. DISSEMINATION AGENTS. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor disseminating agent. SECTION 8. TERMINATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon (A) the legal defeasance, prior redemption or payment in full of all of the Series 2007 Bonds, or (B) the termination of the continuing disclosure requirements of the Rule by legislative, judicial or administrative action. SECTION 9. AMENDMENTS. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision may be waived, if such amendment or waiver is supported by an opinion of counsel that is nationally recognized in the area of federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in its annual information described in Section 2 hereof or notice of occurrence of a 5 significant event described in Section 3 hereof, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in its annual information or notice of occurrence of a significant event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in its future annual information or notice of occurrence of a significant event. SECTION 11. OBLIGATED PERSONS. If any person, other than the Issuer, becomes an Obligated Person (as defined in the Rule) relating to the Series 2007 Bonds, the Issuer shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. Dated as of June , 2007 ATTEST: CITY OF CLEARWATER, FLORIDA By: By: City Clerk Mayor 6 Ambac Assurance Corporation One State Street PIa2a New York, NY 10004 212.668.0340 Fax: 212.509.9190 May 14, 2007 A memb<T oftite.tl1ttbo< Fitwn<Ud GIllUp, lilt. Robert C. Reid, Esq. Bryant, Miller & Olive, P.A. 201 South Monroe Street Tallahassee, Florida 32301 RE: $7,640,000' City of Clearwater, Florida, Gas System Revenue Refimding Bonds, Series 2007, dated their Date of Delivery Ambac Dear Mr. Reid: Attached is the Commitment for Financial Guaranty Insurance, Commitment No. 31986 (the "Commitment"), relating to the above-captioned obligations (the "Obligations"). The Commitment should be delivered to, or held on behalf of, the Obligor of the Obligations, and if not exercised, should be discarded. Our Standard Package, which contains the bond legend to appear on the Obligations and Ambac Assurance Corporation's ("Ambac") disclosure language to be inserted in the Official Statement, is enclosed with your commitment. A camera-ready specimen of Ambac's Financial Guaranty Insurance Policy (the "Policy"), with any applicable endorsement, and our logo are also attached, with our wire instructions. Upon the sale and final pricing of the issue sold with Ambac, proceed as follows: 1. Please fax or e-mail your final debt service schedule and a distribution list to Gail Rodgers Zecker (Tel. 212-208-3239, Fax 212-208-3136, e-mail:gzecker@ambac.com), who will confirm our premium. Please note that even if the premium is a flat fee, we still need a fmal debt service schedule, including principal and interest for all maturities, to input into our system. 2. As soon as you have a closing date, please contact Yolanda Ortiz (Tel. 212-208-3553, Fax 212- 208-3442), who will assign a Closing Coordinator and a policy number. 3. Please fax or e-mail a final form of Preliminary Official Statement or Official Statement to your Closing Coordinator as soon as possible for review and sign off. THREE HARD COPIES of the fmal OFFICIAL STATEMENT must be sent to your CLOSING COORDINATOR as soon as available for prompt submission to the rating agencies. 4. An opinion of Ambac's counsel regarding (a) the validity and enforceability of the Policy and (b) the fairness and accuracy of the language included in the Official Statement describing Ambac and the Policy, will be delivered at closing. The delivery of such opinion is dependent upon the prior review of such official statement by our legal department. A Certificate of Bond Insurer will also be delivered. The forms of these documents are included in the Standard Package. . Subject to change, with Ambac's approval. Ambac 5. Please refer to this Commitment for conditions which must be satisfied prior to Ambac's release of its Policy. Final form of documents requested by your c1osinl! coordinator should be sent to his/her attention prior to the day of c1osint!. 6. In addition, as noted in the Commitment, the rating agencies assess separate fees in connection with the issuance of the rating letters. All questions regarding the payment of such fees must be addressed to the applicable agency. 7. On the morning of closing, bond counsel should call the closing coordinator with a wire reference number for the Ambac premium. Upon receipt of the wire number and the documents requested, the closing coordinator will release the Ambac Policy. 8. Lastly, TWO final transcripts, either on CD-ROM or printed material, as applicable, must be sent to the attention of Ambac's CORPORATE RECORDS department as soon as possible after closing. IfYQuhave any questions, please do not hesitate to contact your closing coordinator. // / ( S incerelf, \ ./ ~-,~~,_..,) Gail R ,dgers Zecker Commitment Coordinator I Ray Murphy, Ambac's Credit Underwriter Enclosures cc: Margaret Simmons, Finance Director William Kleinsorge, Finance Controller City of Clearwater Municipal Services Building 100 South Myrtle Avenue Clearwater, Florida 33756 Dan Taylor, Esq. Nabors, Giblin & Nickerson, P.A. 2502 Rocky Point Drive Tampa, Florida 33607 Kevin M. Conitz RBC Dain Rauscher, Inc. 100 Second Avenue South St. Petersburg, Florida 33701 EXHIBIT E COMMITMENTS FOR FINANCIAL GUARANTY INSURANCE POLICY E-l Ambac Assurance Corporation One State Street Plaza New Yode, NY 10004 212.668.0340 A member ofAmbac Financial Group, Inc. COMMITMENT FOR FINANCIAL GUARANTY INSURANCE Obligor: CITY OF CLEARWATER, FLORIDA Commitment Number: 31986 Commitment Date: May 14, 2007 Expiration Date: August 13, 2007 Obligations: $7,640,000' Gas System Revenue Refunding Bonds, Series 2007, dated their Date of Delivery maturing on September 1 in the years 2007 through 2019, both inclusive. Insurance premium: 0.362% of the total principal and interest due on the Obligations. (Fitch Ratings, Moody's Investors Service and Standard & Poor's Credit Markets Services assess separate rating fees which are payable directly to them. Each rating agency will bill separately and all questions regarding the payment of such fees must be addressed to the applicable agency.) Ambac Assurance Corporation ("Ambac"), a Wisconsin Stock Insurance Corporation, hereby commits to issue a Financial Guaranty Insurance Policy (the "Policy") relating to the above-described debt obligations (the "Obligations"), substantially in the form imprinted in this Commitment, subject to the terms and conditions contained herein or added hereto (see conditions set forth herein). To keep this Commitment in effect after the expiration date set forth above, a request for renewal must be submitted to Ambac prior to such expiration date. Ambac reserves the right to refuse wholly or in part to grant a renewal. The Financial Guaranty Insurance Policy shall be issued if the following conditions are satisfied: 1. The documents to be executed and delivered in connection with the issuance and sale of the Obligations shall not contain any untrue or misleading statement of a material fact and shall not fail to state a material fact necessary in order to make the information contained therein not misleading. 2. No event shall occur which would permit any purchaser of the Obligations, otherwise required, not to be required to purchase the Obligations on the date scheduled for the issuance and delivery thereof. 3. There shall be no material change in or affecting the Obligations (including, without limitation, the security for the Obligations or the proposed debt service structure for the Obligations) or the financing documents or the official statement (or any similar disclosure document) to be executed and delivered in connection · Subject to change, with Ambac's approval. with the issuance and sale of the Obligations from the descriptions or schedules thereof heretofore provided to Ambac. 4. The Obligations shall contain no reference to Ambac, the Policy or the financial guaranty insurance evidenced thereby except as may be approved by Ambac. 5. Ambac shall be provided with: (a) Executed copies of all financing documents, the official statement (or any similar disclosure document) and the various legal opinions delivered in connection with the issuance and sale of the Obligations, including, without limitation, the unqualified approving opinion of bond counsel rendered by a law firm acceptable to Ambac. The form of Bond Counsel's approving opinion shall also indicate, if applicable, that the Obligations are exempt from federal income taxation, that the Obligor must comply with certain covenants under and pursuant to the Internal Revenue Code and that the Obligor has the legal power to comply with such covenants. Such opinion of bond counsel shall be addressed to Ambac or, in lieu thereof, a letter shall be provided to Ambac to the effect that Ambac may rely on such opinion as if it were addressed to Ambac. (b) Evidence of a wire transfer in an amount equal to the insurance premium at the time of the issuance and delivery of the Obligations. 6. Unless expressly waived in whole or in part by Ambac, the financing documents and the Official Statement shall contain (a) the terms and provisions provided in Ambac's STANDARD PACKAGE transmitted herewith, and (b) any additional oral or written provisions or comments submitted by Ambac. 7. Ambac shall receive a copy of any insurance policy, surety bond, guaranty or indemnification or any other policy, contract or agreement which provides for payment of all or any portion of the debt, the costs of reconstruction, the loss of business income or in any way secures, ensures or enhances the income stream anticipated to pay the Obligations. 8. Any provisions or requirements of the Purchase Contract or Bond Purchase Agreement referencing Ambac must be sent to the attention of our Closing Coordinator not less than five (5) business days prior to closing. If such provisions or requirements are not received within that time, compliance may not be possible. 9. Review and approval by Ambac at least 5 days prior to the closing of the Escrow Agreement for the defeasance of the applicable Obligations (the "Prior Obligations"). 10. Prior to closing, Ambac must receive certification by an accounting firm acceptable to Ambac that the securities invested are sufficient to pay the Prior Obligations. Upon receipt of this commitment Ambac should be notified which firm will be providing certification. 11. Receipt of an acceptable opinion of counsel addressed to Ambac that the Prior Obligations have been legally defeased. 12. Receipt of an acceptable opinion of counsel addressed to Ambac with regard to the validity and enforceability of the Escrow Agreement. 13. If a forward supply contract is used: (a) Securities delivered to the escrow agreement must be non-callable U.S. Government obligations, which do not mature later than the date needed to pay debt service on the refunded Obligations. (b) The CPA verification must be in form and substance satisfactory to Ambac and must opine that the escrow is sufficient to defease the refunded Obligations whether or not the forward supply contract provider delivers securities to the escrow. (c) The forward supply contract must specify that (i) the purchase price of the securities delivered to the escrow must not exceed the amount of cash received from maturing securities in the escrow, as specified in the verification, and (ii) the maturity value of the securities delivered to the escrow must not be less than the purchase price paid for such securities. (d) The forward supply contract provider shall have no recourse to the escrow upon any failure of the Obligor or escrow agent to perform its obligations under the forward supply contract. Other than the payment of the purchase price for the securities to be delivered pursuant to the forward supply contract, no payments of any other kind may be made from the escrow in respect of the forward supply contract. (e) The forward supply contract provider must be rated at least A by a nationally recognized rating agency. (f) The forward supply contract shall be in form and substance satisfactory to Ambac. 14d~~~ IV EXHIBIT F ADDITIONAL INSURER PROVISIONS F-l EXHIBIT F FINANCIAL GUARANTY INSURANCE Definitions The following definitions shall be applicable to this Resolution: "Ambac Assurance" shall mean Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company. "Financial Guaranty Insurance Policy" shall mean the financial guaranty insurance policy issued by Ambac Assurance insuring the payment when due of the principal of on the Series 2007 Bonds as provided therein. Covenants Regarding Ambac Assurance Consent Rights Consent of Ambac Assurance. Any provision of this The Bond Ordinance or this Resolution (the "Series 2007 Authorizing Documents") expressly recognizing or granting rights in or to Ambac Assurance may not be amended in any manner which affects the rights of Ambac Assurance hereunder without the prior written consent of Ambac Assurance. Ambac Assurance reserves the right to charge the Issuer a fee for any consent or amendment to the Series 2007 Authorizing Documents while the Financial Guaranty Insurance Policy is outstanding. Consent of Ambac Assurance in Lieu of Holder Consent. Unless otherwise provided in the Series 2007 Authorizing Documents, and so long as there is not event of default occurring or continuing under the Financial Guarantee Insurance Policy or the Reserve Surety and no solvency of Ambac Assurance, Ambac Assurance consent shall be required in addition to Holder consent, when required for purposes: (i) execution and delivery of any supplemental Ordinance or Resolution which seeks to amend the Series 2007 Authorizing Documents as such apply to the Series 2007 Bonds and (ii) initiation or approval of any action not described in (i) or (ii) above which requires Holder consent. Consent of Ambac Assurance in the Event of Insolvency Any reorganization or liquidation plan with respect to the Issuer must be acceptable to Ambac Assurance. In the event of any reorganization or liquidation, Ambac Assurance shall have the right to vote on behalf of all Holders who hold Ambac Assurance-insured Series 2007 Bonds absent the default by Ambac Assurance under the applicable Financial Guaranty Insurance Policy insuring such Series 2007 Bonds. Consent of Ambac Assurance Upon Default. Anything in this Series 2007 Authorization Documents to the contrary notwithstanding, upon the occurrence and continuance of an event of default as defined herein, Ambac Assurance shall be entitled to control and direct the enforcement of all rights and remedies granted to the Holders or the Trustee for the benefit of the Holders under the Series 2007 Authorization Documents. Notices/Information To Be Given To Ambac Assurance Notices to be sent to the attention of the SURVEILLANCE DEPARTMENT: A. While the Financial Guaranty Insurance Policy is in effect, the Issuer shall furnish to Ambac Assurance, upon request, the following: (a) a copy of any financial statement, audit and/or annual report of the Issuer (b) such additional information it may reasonably request. Upon request, such information shall be delivered at the Issuer's expense to the attention of the Surveillance Department, unless otherwise indicated. B. a copy of any notice to be given to the registered owners of the Series 2007 Bonds, including, without limitation, notice of any redemption of or defeasance of Series 2007 Bonds, and any certificate rendered pursuant to the Series 2007 Authorizing Documents relating to the security for the Series 2007 Bonds. C. To the extent that the Issuer has entered into a continuing disclosure agreement with respect to the Series 2007 Bonds, Ambac Assurance shall be included as party to be notified. Notices to be sent to the attention of the GENERAL COUNSEL OFFICE: A. The Issuer shall notify Ambac Assurance of any failure of the Issuer to provide relevant notices, certificates, etc. B. Notwithstanding any other provision of the Series 2007 Authorizing Documents, the Issuer shall immediately notify Ambac Assurance if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder. Other Information to be given to Ambac Assurance: The Issuer will permit Ambac Assurance to discuss the affairs, finances and accounts of the Issuer or any information Ambac Assurance may reasonably request regarding the security for the Series 2007 Bonds with appropriate officers of the Issuer. The Issuer will permit Ambac Assurance to have access to the project and to make copies of all books and records relating to the Series 2007 Bonds at any reasonable time. Defeasance Language A. The definition of "Outstanding" Obligations or obligations, or any like concept, should specifically include Obligations or obligations which fall into the category described below. B. The defeasance section of the Series 2007 Authorizing Documents should include the following Language: Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Obligations shall be paid by Ambac Assurance Corporation pursuant to the Financial Guaranty Insurance Policy, the Obligations shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Obligor, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Obligor to the registered owners shall continue to exist and shall run to the benefit of Ambac Assurance, and Ambac Assurance shall be shall be subrogated to the rights of such registered owners. Payment Procedure Pursuant to the Financial Guaranty Insurance Policy 1. As long as the Obligation insurance shall be in full force and effect, the Issuer and the Paying Agent agree to comply with the following provisions: (a) At least one (1) business day prior to all Interest Payment Dates the Trustee or Paying Agent, will determine whether there will be sufficient funds in the Funds and Accounts to pay the principal of or interest on the Series 2007 Bonds on such Interest Payment Date. If the Paying Agent, determines that there will be insufficient funds in such Funds or accounts, the Paying Agent, shall so notify Ambac Assurance. Such notice shall specify the amount of the anticipated deficiency, the Series 2007 Bonds to which such deficiency is applicable and whether such Series 2007 Bonds will be deficient as to principal or interest, or both. If the Paying Agent has not so notified Ambac Assurance at least one (1) business day prior to an Interest Payment Date, Ambac Assurance will make payments of principal or interest due on the Series 2007 Bonds on or before the first (1st) business day next following the date on which Ambac Assurance shall have received notice of nonpayment from the Paying Agent. (b) the Paying Agent, shall, after gIvmg notice to Ambac Assurance as provided in (a) above, make available to Ambac Assurance and, at Ambac Assurance's direction, to The Bank of New York, in New York, New York, as insurance trustee for Ambac Assurance or any successor insurance trustee (the "Insurance Trustee"), the registration books of the Issuer and all records relating to the Funds and Accounts maintained under the Series 2007 Authorizing Documents. (c) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee with a list of registered owners of Series 2007 Bonds entitled to receive principal or interest payments from Ambac Assurance under the terms of the Financial Guaranty Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Series 2007 Bonds entitled to receive full or partial interest payments from Ambac Assurance and (ii) to pay principal upon Series 2007 Bonds surrendered to the Insurance Trustee by the registered owners of Series 2007 Bonds entitled to receive full or partial principal payments from Ambac Assurance. (d) the Paying Agent shall, at the time it provides notice to Ambac Assurance pursuant to (a) above, notify registered owners of Series 2007 Bonds entitled to receive the payment of principal or interest thereon from Ambac Assurance (i) as to the fact of such entitlement, (ii) that Ambac Assurance will remit to them all or a part of the interest payments next coming due upon proof of Holder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from Ambac Assurance, they must surrender their Series 2007 Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Series 2007 Bonds to be registered in the name of Ambac Assurance) for payment to the Insurance Trustee, and not the Paying Agent and (iv) that should they be entitled to receive partial payment of principal from Ambac Assurance, they must surrender their Series 2007 Bonds for payment thereon first to the Paying Agent, who shall note on such Series 2007 Bonds the portion of the principal paid by the Paying Agent and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. (e) in the event that the Paying Agent has notice that any payment of principal of or interest on the Series 2007 Bonds which has become Due for Payment and which is made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time Ambac Assurance is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to Ambac Assurance its records evidencing the payments of principal of and interest on the Series 2007 Bonds which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made. (f) in addition to those rights granted Ambac Assurance under the Series 2007 Authorizing Documents, Ambac Assurance shall, to the extent it makes payment of principal of or interest on Series 2007 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Financial Guaranty Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Paying Agent shall note Ambac Assurance's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon receipt from Ambac Assurance of proof of the payment of interest thereon to the registered owners of the Series 2007 Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Paying Agent shall note Ambac Assurance's rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon surrender of the Series 2007 Bonds by the registered owners thereof together with proof of the payment of principal thereof. 2. The Obligor hereby covenants and agrees that it shall reimburse Ambac Assurance for any amounts paid under the Financial Guaranty Insurance Policy and all costs of collection thereof and enforcement of this Series 2007 Authorizing Documents and any other documents executed in connection with this Series 2007 Authorizing Documents, together with interest thereon, from the date paid or incurred by Ambac Assurance until payment thereof in full by the Obligor, payable a the Insurer Payment Rate (as hereinafter defined), including without limitation (to the extent permitted by applicable law) interest on claims paid by Ambac Assurance in respect of interest on the Series 2007 Bonds. Such payment obligation shall be payable on demand and on a parity with and from the same sources and secured by the same security as, regularly scheduled principal and interest payments in respect of the Series 2007 Bonds. For purposes of the foregoing, "Insurer Payment Rate" shall mean the lesser of (a) the maximum rate permissible under applicable usury or similar laws limiting interest rates (b) the great of (i) and then applicable highest rate of interest on the Series 2007 Bonds and (ii) the per annum rate of interest, publicly announced from time to time by JP Morgan Chase Bank, N.A. ("Chase") at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event that Chase ceases to announce its Prime Rate publicly, Prime Rate shall be publicly announced prime or base lending rate of such national bank as Ambac Assurance shall specify. Interested Parties Ambac As Third Party Beneficiary. To the extent that the Series 2007 Authorizing Documents confers upon or gives or grants to Ambac any right, remedy or claim under or by reason of the Series 2007 Authorizing Documents, Ambac is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder. Parties Interested Herein. Nothing in the Series 2007 Authorizing Documents expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Issuer, the Trustee, the Paying Agent, and the registered owners of the Series 2007 Bonds, any right, remedy or claim under or by reason of the Series 2007 Authorizing Documents or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in the Series 2007 Authorizing Documents contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, Ambac Assurance, the Paying Agent and the registered owners of the Obligations. The insurance provided by Financial Guaranty Insurance Policy is not covered by the property/casualty insurance security fund specified by the insurance laws of the State of New York.