R06-157
"
] RESOLUTION NO. R06-1S7
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE
4 CITY OF BOYNTON BEACH, FLORIDA PROVIDING FOR
5 THE ISSUANCE OF NOT TO EXCEED $20,000,000
6 PRINCIPAL AMOUNT OF PUBLIC SERVICE TAX
7 REVENUE BONDS, SERIES 2006 IN ORDER TO FINANCE
8 CAPITAL EXPENDITURES RELATED TO RECREATION
9 AND PUBLIC SAFETY FACILITIES OF THE CITY;
] 0 PROVIDING A METHOD FOR FIXING AND
] ] DETERMINING THE PRINCIPAL AMOUNT, INTEREST
12 RATES, MATURITY DATES, REDEMPTION PROVISIONS
13 AND OTHER DETAILS OF SAID BONDS; AUTHORIZING
]4 CITY OFFICIALS TO AWARD THE SALE OFTHE BONDS
15 AND EXECUTE A BOND PURCHASE CONTRACT AND
] 6 MAKING CERTAIN FINDINGS IN CONNECTION
17 THEREWITH; APPOINTING A PAYING AGENT AND
] 8 REGISTRAR FOR THE BONDS; APPROVING THE FORM
19 AND USE OF A PRELIMINARY OFFICIAL STATEMENT
20 AND AUTHORIZING THE EXECUTION AND DELIVERY
21 OF A FINAL OFFICIAL STATEMENT; AUTHORIZING
22 THE PURCHASE OF A MUNICIPAL BOND INSURANCE
23 POLICY AND DEBT SERVICE RESERVE SURETY BOND
24 FOR THE BONDS AND MAKING CERTAIN COVENANTS
25 IN CONNECTION THEREWITH; PROVIDING FOR THE
26 APPLICATION OF THE PROCEEDS OF SAID BONDS
27 AND CERTAIN OTHER MONEYS; CONTAINING
28 CERTAIN AUTHORIZATIONS AND OTHER
29 PROVISIONS; AND PROVIDING AN EFFECTIVE DATE.
30
31
32 WHEREAS, pursuant to Resolution No. R04-052 adopted by the City Commission ofthe
33 City of Boynton Beach, Florida (the "Issuer") on April 7, 2004 (the "Bond Resolution")
34 obligations of the Issuer may be issued and may be secured by a lien upon and pledge of certain
35 "Pledged Funds" as defined in and to the extent set forth in the Bond Resolution; and
36
37 WHEREAS, the Issuer desires to issue Bonds (the "Series 2006 Bonds") under the Bond
38 Reso]ution to provide funds to pay capital expenditures of recreation and public safety facilities
39 for the Issuer (as further described herein, the "2006 Project") and to pay certain costs of issuing
40 such Series 2006 Bonds; and
41
42 WHEREAS, the Issuer has received from Raymond James & Associates, Inc.(the
43 "Underwriter") an offer to purchase the Series 2006 Bonds, and the Issuer has determined that the
44 authorization ofthe acceptance of such offer is in the best interests of the Issuer; and
45
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I WHEREAS, it is necessary and desirable to appoint U.S. Bank National Association as
2 Paying Agent and Registrar for such Series 2006 Bonds;
3
4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OFTHE
5 CITY OF BOYNTON BEACH:
6
7 Section 1. Authoritv for this ResoIution. This ResoIution is adopted pursuant to the
8 Constitution and laws of the State of Florida and the Bond Resolution.
9
] 0 Section 2. Definitions; Continuing Disclosure.
11
]2 (a) Terms used herein in capitalized form and not otherwise defined herein shall have the
13 meanings ascribed thereto in the Bond Resolution. "Insurer," as to the Series 2006 Bonds, means
]4 MBIA Insurance Corporation.
15
]6 (b) The provisions of Section 5.15 of the Bond Resolution shall apply to the Series 2006 Bonds to
] 7 the same extent as if each reference to the Series 2004 Bonds therein were instead a reference to
] 8 the Series 2006 Bonds.
19
20 I Section 3. Authorization. Description and Terms of Series 2006 Bonds. A Series of Bonds
21 entitled to the benefit, protection and security of this Resolution and the Bond Resolution is
22 hereby authorized in an aggregate principal amount not to exceed $20,000,000 for the principal
23 purpose of paying the cost of the 2006 Project. Such Series shall be designated as, and shall be
24 distinguished from the Bonds of all other Series by the title "City of Boynton Beach, Florida,
25 Public Service Tax Revenue Bonds, Series 2006." The Series 2006 Bonds shall not be issued
26 except in compliance with the Bond Reso]ution, including Section 5.02 thereof.
27
28 The Series 2006 Bonds shall be issued as fully registered Bonds; shall be numbered
29 consecutively from one upward in order of maturity preceded by the letter R; shall be in
30 denominations of $5,000 and integral multiples thereof, shall be dated, shall be issued in the
3] aggregate principal amounts, shall bear interest at the rates per annum, computed on the basis of a
32 360-day year consisting of twelve thirty (30) day months, payable semi-annually on the 1st day of
33 May and November of each year (the "Interest Payment Dates"), commencing May 1,2007, shall
34 have such redemption provisions and shall mature on November ] of the years and in the
35 amounts, as set forth in a certificate in the form attached hereto as Exhibit A signed by the Mayor
36 or Vice-Mayor, and in the absence of the Mayor or Vice-Mayor, any other member of the City
37 Commission or the City Manager, provided, however, that the arbitrage yield on the Series 2006
38 Bonds, as calculated for purposes ofthe Code, shall not exceed 5.50%. The Mayor or the Vice-
39 Mayor, and in the absence of the Mayor or Vice-Mayor, any other member of the City
40 Commission or the City Manager are jointly and severally authorized to determine the details of
41 the Series 2006 Bonds within the parameters set forth above, and upon such determination, to
42 execute a certificate in the form attached hereto as Exhibit A completed with the details of the
43 Series 2006 Bonds, thereby establishing such details.
44
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I The principal of and premium, if applicable, on the Series 2006 Bonds are payable when
2 due upon presentation and surrender ofthe Series 2006 Bonds at the office of the Paying Agent.
3 Interest payable on any Series 2006 Bond on any Interest Payment Date will be paid by check or
4 draft of the Paying Agent mailed on the Interest Payment Date to the Holder in whose name such
5 Bond shall be registered at the close of business on the] 5th day (whether or not a Business Day)
6 of the calendar month next preceding such Interest Payment Date, or, unless otherwise provided
7 by Supplemental Resolution, at the written request and expense of any Ho]der of at least $500,000
8 in principal amount of Series 2006 Bonds (or of all Series 2006 Bonds ifless than $500,000 shall
9 be unpaid), by bank wire transfer for the account of such Holder. In the event the interest payable
10 on any Series 2006 Bond is not punctually paid or duly provided for by the Issuer on such Interest
] ] Payment Date, such defaulted interest will be paid to the Holder in whose name such Bond shall
12 be registered at the close of business on a special record date for the payment of such defaulted
13 interest as established by notice sent by the Issuer to such Holder not less than ten (10) days
14 preceding such special record date.
15
] 6 All payments of principal of, premium, if any, and interest on the Series 2006 Bonds shall
] 7 be payable in any coin or currency of the United States of America which at the time of payment
18 is legal tender for the payment of public and private debts.
]9
20 Section 4. Paying Agent and Registrar for Series 2006 Bonds. The Issuer hereby appoints
2] U.S. Bank National Association as the Paying Agent and Registrar with respect to the Series 2006
22 Bonds, and authorizes the Mayor or Vice-Mayor, and in the absence of the Mayor or Vice-Mayor,
23 any other member of the City Commission or the City Manager to execute a paying agent and
24 registrar agreement between U.S. Bank National Association and the Issuer.
25
26 Section 5. Award of the Series 2006 Bonds. The Issuer hereby determines that a
27 negotiated sale ofthe Series 2006 Bonds is in the best interest ofthe Issuer and the citizens and
28 inhabitants of the Issuer by reason of the volatility of the market for tax-exempt bonds.
29
30 Attached hereto as Exhibit B is a draft form of Bond Purchase Contract (the ABond
3] Purchase Contract@) between the Issuer and Raymond James & Associates, Inc. (the "Original
32 Purchaser"). Prior to execution ofthe Bond Purchase Contract, the Original Purchaser shall file
33 with the Issuer the disclosures required by Section 2]8.385, Florida Statutes and competitive
34 bidding for the Series 2006 Bonds is hereby waived pursuant to the authority of Section 218.385,
35 Florida Statutes.
36
37 Upon establishment ofthe terms of the Series 2006 Bonds, as described in Section 2.02
38 hereof, the Mayor or the Vice-Mayor, or in the absence of the Mayor or Vice-Mayor, any other
39 member of the City Commission or the City Manager, are, jointly and severally, authorized to
40 award the Series 2006 Bonds to the Original Purchaser, provided that the underwriting discount
4] shall not exceed 0.50% of the principal amount of the Series 2006 Bonds. The Issuer approves
42 the form of the Bond Purchase Contract, and upon award ofthe Series 2006 Bonds, the Mayor or
43 Vice-Mayor or in the absence of the Mayor or Vice-Mayor, any other member of the City
44 Commission or the City Manager, are hereby jointly and severally authorized and directed for and
45 in the name of the Issuer to execute and deliver the Bond Purchase Contract with such changes,
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1 alterations or corrections thereto as shall be approved by the Mayor or Vice-Mayor or in the
2 absence of the Mayor or Vice-Mayor, any other member of the City Commission or the City
3 Manager, executing the same, such execution to constitute conclusive evidence of such approval.
4
5 Section 6. Official Statement for Series 2006 Bonds. The Issuer hereby approves the form
6 and content of the draft Preliminary Official Statement relating to the Series 2006 Bonds attached
7 hereto as Exhibit C, with such alterations as may be approved by the Mayor, the Vice-Mayor or
8 the City Manager, and authorizes its use in connection with the sale of the Series 2006 Bonds.
9 The Mayor, the Vice-Mayor or the City Manager are authorized to "deem final" the Preliminary
10 Official Statement for purposes of Securities and Exchange Commission Rule 15c2-]2. The
1] preparation of a final Official Statement for the Series 2006 Bonds, which shall be in substantially
12 the form of the Preliminary Official Statement, changed to reflect the terms of the Series 2006
13 Bonds and with such other changes, alterations and corrections therein as may be approved by the
14 Mayor, the Vice-Mayor or City Manager, such approval to be conclusively established by such
15 execution, is hereby authorized, and upon preparation thereof, the Mayor, the Vice-Mayor or City
] 6 Manager are jointly and severally authorized and directed for and in the name of the Issuer to
] 7 execute and deliver the Official Statement, as hereby approved.
18
] 9 Section 7. Book Entrv System for Series 2006 Bonds. The Series 2006 Bonds shall be
20 initially registered in the name of Cede & Co. ("Cede"), as nominee of The Depository Trust
21 Company ("DTC"). Beneficial owners of the Series 2006 Bonds will not receive physical
22 delivery of Series 2006 Bond certificates nor will they have a right to receive a certificate during
23 the period that the Series 2006 Bonds are immobilized in the custody ofDTC.
24
25 Section 8. Application of Series 2006 Bond Proceeds. Proceeds from the sale of the Series
26 2006 Bonds, excluding the cost of the Bond Insurance Policy and Reserve Fund Insurance Policy
27 for the Series 2006 Bonds, which shall be paid by the Underwriter directly to the Insurer, shall be
28 deposited in the Series 2006 Account of the Construction Fund. The 2006 Project consists of
29 improvements to recreational facilities of the City and the construction and equipping of a new
30 building to house a headquarters for the City fire department, a fire station and an emergency
3] operations center for the City, or such other capital expenditures ofthe Issuer as shall be approved
32 from time to time by the City Commission and as are approved by Bond Counsel as eligible for
33 financing with the proceeds of tax-exempt obligations such as the Series 2006 Bonds.
34
35 Section 9. Municipal Bond Insurance Provisions. Notwithstanding any provision to the
36 contrary contained herein, the following provisions shall apply with respect to the Series 2006
37 Bonds and the Financial Guaranty Insurance Policy (herein, the "Policy") issued with respect
38 thereto by the Insurer:
39
40 (a) In the event that, on the second Business Day, and again on the Business Day, prior to
4] any Interest Payment Date on the Series 2006 Bonds, the Paying Agent has not received sufficient
42 oneys to pay all principal of and interest on the Series 2006 Bonds due on the second following
43 r the following, as the case may be, Business Day, the Paying Agent shall promptly notifY the
44 nsurer or its designee (designated in writing to the Paying Agent) on the same Business Day by
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] telephone or telegraph, confirmed in writing by registered or certified mail, ofthe amount ofthe
2 deficiency.
3
4 (b) Ifthe deficiency is made up in whole or in part prior to or on the Interest Payment
5 Date, the Paying Agent shall promptly so notify the Insurer or its designee.
6
7 (c) In addition, if the Paying Agent has written notice that any Holder has been
8 required to disgorge any payment of principal or interest on any Series 2006 Bond pursuant to a
9 final judgment by a court of competent jurisdiction that such payment constitutes a voidable
10 preference to such Holder within the meaning of any applicable bankruptcy laws, then the Paying
] 1 Agent shall notifY the Insurer or its designee (designated in writing to the Paying Agent) of such
] 2 fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail.
13
]4 (d) The Paying Agent is hereby irrevocably designated, appointed, directed and
] 5 authorized to act as attorney-in-fact for Holders of the Series 2006 Bonds as follows:
16
17 1. If and to the extent there is a deficiency in amounts required to pay interest
]8 on the Series 2006 Bonds, the Paying Agent shall (a) execute and deliver to U.S. Bank
] 9 Trust National Association, or its successors under the Policy (the "Insurance Paying
20 Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the
21 Insurer as agent for such Holders in any legal proceeding related to the payment of such
22 interest and an assignment to the Insurer of the claims for interest to which such
23 deficiency relates and which are paid by the Insurer, (b) receive as designee of the
24 respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy
25 payment from the Insurance Paying Agent with respect to the claims for interest so
26 assigned and (c) disburse the same to such respective Holders; and
27
28 2. If and to the extent of a deficiency in amounts required to pay principal of
29 the Series 2006 Bonds, the Paying Agent shall (a) execute and deliver to the Insurance
30 Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing
3] the Insurer as agent for such Holder in any legal proceeding relating to the payment of
32 such principal and an assignment to the Insurer of any Series 2006 Bond surrendered to
33 the Insurance Paying Agent of so much of the principal amount thereof as has not
34 previously been paid or for which moneys are not held by the Paying Agent and available
35 for such payment (but such assignment shall be delivered only if payment from the
36 Insurance Paying Agent is received), (b) receive as designee of the respective Holders
37 (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor
38 from the Insurance Paying Agent and (c) disburse the same to such Holders.
39
40 (e) Payments with respect to claims for interest on and principal of Series 2006 Bonds
4] disbursed by the Paying Agent from proceeds of the Policy shall not be considered to discharge
42 the obligation of the Issuer with respect to such Series 2006 Bonds, and the Insurer shall become
43 the holder of such unpaid Series 2006 Bonds and claims for the interest in accordance with the
44 tenor of the assignment made by it under the provisions of this subsection or otherwise.
45
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1 (1) Irrespective of whether any such assignment is executed and delivered, the Issuer
2 agrees, and the Paying Agent by acceptance of the duties of Paying Agent hereunder agrees, for
3 the benefit of the Insurer that:
4
5 ]. they recognize that to the extent the Insurer makes payments, directly or
6 indirectly (as by paying through the Paying Agent), on account of principal of or interest
7 on the Series 2006 Bonds, the Insurer will be subrogated to the rights of the Holders of
8 such Series 2006 Bonds to receive the amount of such principal and interest from the
9 Issuer, with interest thereon as provided and solely from the sources stated in the Bond
10 Resolution and the Series 2006 Bonds, and
1]
] 2 2. they will accordingly pay to the Insurer the amount of such principal and
13 interest (including principal and interest recovered under subparagraph (ii) of the first
]4 paragraph of the Policy, which principal and interest shall be deemed past due and not to
15 have been paid), with interest thereon as provided in the Bond Resolution and the Series
] 6 2006 Bonds, but only from the sources and in the manner provided herein and therein for
17 the payment of principal of and interest on the Series 2006 Bonds to the Holders, and will
] 8 otherwise treat the Insurer as the holder of such rights to the amount of such principal and
19 interest.
20
21 (g) The Issuer shall deliver to the Insurer a copy of the official statement or other
22 disclosure document, if any, circulated in connection with the issuance of any Additional Bonds.
23
24 (h) The Issuer shall deliver to Standard & Poor's a copy of any amendment to the Bond
25 Resolution or this Resolution which amendment has been consented to by the Insurer.
26
27 (i) The Issuer shall notifY the Insurer of the resignation or removal of the Paying
28 Agent and the appointment of a successor thereto.
29
30 (j) The Issuer shall provide the Insurer with copies of all notices required to be
31 delivered to Holders of the Series 2006 Bonds and, on an annual basis, copies of the Issuer's
32 audited financial statements and annual budget.
33
34 (k) Any notice that is required to be given to an Holder or to the Paying Agent
35 pursuant to this Resolution shall also be provided to the Insurer. All notices required to be given
36 to the Insurer pursuant to this Resolution shall be in writing and shall be sent by registered or
37 certified mail addressed to MBlA Insurance Corporation, 1] 3 King Street, Armonk, New York
38 10504, Attention: Surveillance.
39
40 (I) The Issuer agrees to reimburse the Insurer immediately and unconditionally upon
41 demand, to the extent permitted by law, and only from Pledged Funds available for such purpose,
42 for all reasonable expenses, including attomeys= fees and expenses, incurred by the Insurer in
43 connection with (i) the enforcement by the Insurer of the Issuer=s obligations, or the preservation
44 or defense of any rights of the Insurer, under this Resolution and any other document executed in
45 connection with the issuance of the Series 2006 Bonds, and (ii) any consent, amendment, waiver
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1 or other action with respect to the Bond Resolution or any related document, whether or not
2 granted or approved, together with interest on all such expenses from and including the date
3 incurred to the date of payment at Citibank=s Prime Rate plus 3% or the maximum interest rate
4 permitted by law, whichever is less. In addition, the Insurer reserves the right to charge a fee in
5 connection with its review of any such consent, amendment or waiver, whether or not granted or
6 approved.
7
8 (m) The Issuer agrees not to use the Insurer's name in any public document, other than
9 this Resolution and the closing documents for the Series 2006 Bonds, including, without
10 limitation, a press release or presentation, announcement or forum without the Insurer's prior
11 consent; provided however, such prohibition on the use of the Insurer's name shall not relate to
12 the use of the Insurer's standard approved form of disclosure in public documents issued in
13 connection with the Series 2006 Bonds; and provided further such prohibition shall not apply to
14 the use of the Insurer's name in order to comply with public notice, public meeting or public
] 5 i reporting requirements.
16
] 7 (n) The Issuer shall not enter into any agreement nor shall it consent to or participate
18 ' in any arrangement pursuant to which Series 2006 Bonds are tendered or purchased for any
] 9 purpose other than the redemption and cancellation or legal defeasance of the Series 2006 Bonds
20 without the prior written consent ofthe Insurer.
21
22 Section 10. Reserve Surety Provisions. Notwithstanding any provision to the contrary
23 contained herein, the following provisions shall apply while the Insurer has issued a Reserve
24 Fund Insurance Policy in order to fund all or a portion of the Reserve Account Requirement for
25 the Series 2006 Bonds:
26
27 (a) In the event that any subaccount of the Reserve Fund contains cash and one or
28 more Reserve Account Insurance Policy(ies) and/or Letter( s) of Credit, and the Issuer is required
29 to make a transfer from such subaccount ofthe Reserve Fund to the Debt Service Fund, the Issuer
30 shall first use such cash before making a drawing upon a Reserve Account Insurance Policy
3] and/or Letter of Credit.
32
33 (b) In the event a subaccount of the Reserve Fund contains more than one Reserve
34 Account Insurance Policy and/or Letter of Credit, and the Issuer is required to make a drawing
35 upon such Reserve Account Insurance Policy and/or Letter of Credit, the Issuer shall draw upon
36 all Reserve Account Insurance Policies and/or Letters of Credit pro-rata, based upon the amount
37 available under each Reserve Account Insurance Policy and/or Letter of Credit.
38
39 ( c) The Paying Agent shall deliver a demand for payment on any debt service reserve
40 surety bond issued by MBIA Insurance Corporation at least three days (3) the date on which funds
41 are to be provided to the Issuer.
42
43 (d) Any Reserve Account Insurance Policy or Reserve Account Letter of Credit may
44 only be issued by an insurance company or financial institution rated in the highest rating category
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II
I by S&P and Moody's and, if rated, by A.M. Best & Company, in the highest rating category by
2 A.M. Best & Company.
3
4 (e) If at any time any amount is owing to MBIA Insurance Corporation as issuer of a
5 Reserve Account Insurance Policy, there may be no optional redemption of Bonds.
6
7 Section ] 1. Insurance Commitments. The Issuer accepts the Commitment to Issue a
8 Financial Guaranty Policy and the Commitment to Issue a Debt Service Reserve Surety Bond,
9 both dated August 31,2006, ofthe Insurer attached hereto as Exhibits D and E, respectively. The
10 Mayor, the Vice-Mayor and City Manager are jointly and severally authorized to execute, on
1] behalf of the Issuer, the Guaranty Agreement attached to the Commitment for Surety Bond.
]2
] 3 Section] 2. Authorizations. The members ofthe City Commission, the City Manager and
]4 the Director of Finance are hereby jointly and severally authorized to do all acts and things
] 5 required of them by this resolution or the Bond Resolution, or desirable or consistent with the
16 requirements hereof or thereof, for the full, punctual and complete performance of all terms,
17 covenants and agreements contained in the Series 2006 Bonds, the Bond Resolution and this
] 8 resolution.
]9
20 Section ]3. Resolution to Constitute a Contract. In consideration of the purchase and
2] acceptance ofthe Series 2006 Bonds authorized to be issued hereunder by those who shall be the
22 Holders thereoffrom time to time, this resolution shall constitute a contract among the Issuer, the
23 Insurer and such Holders, and all covenants and agreements herein set forth to be performed by
24 the Issuer shall be for the equal benefit and security of all of the Holders.
25
26 Section 14. No Implied Beneficiarv. With the exception of any rights herein expressly
27 conferred, nothing expressed or mentioned in or to be implied from this resolution or the Series
28 2006 Bonds is intended or shall be construed to give any person other than the Issuer, the Insurer
29 and the Holders, any legal or equitable right, remedy or claim under or with respect to this
30 resolution, or any covenants, conditions and provisions herein contained; this resolution and all of
3] the covenants, conditions and provisions hereof being intended to be and being for the sole and
32 exclusive benefit of the Issuer and the Holders.
33
34 Section] 5. Severability. If any provision of this resolution shall be held or deemed to be
35 or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect
36 any other provision herein or render any other provision (or such provision in any other context)
37 invalid, inoperative or unenforceable to any extent whatsoever.
38
39 Section ]6. Compliance With Open Meetings Law. It is found and determined that all
40 formal actions of the City Commission concerning and relating to the adoption ofthis Resolution
4] were taken in an open meeting of the City Commission, and that all deliberations of the City
42 Commission that resulted in the formal actions were in meetings that were open to the public in
43 compliance with all ]egal requirements, including Section 286.0]]. Florida Statutes.
44
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Section 17. No Personal Liability Provision. No covenant or agreement contained in the
Series 2006 Bonds or this Resolution shall be a covenant or agreement of any member of the City
Commission, or of any officer, employee or agent of the Issuer in his or her capacity and neither
the members of the City Commission, its officers, employees or agents or any other official or
employee or agent signing the Series 2006 Bonds or necessary documents incident thereto, shall
be personally liable on the Series 2006 Bonds or be subject to any personal liability or
accountability by reason fo the issuance of the Series 2006 Bonds, or on account ofthe execution
of any ofthe documents herein provided for, all such liability being released as a condition of, and
in consideration for, the adoption of the resolution and the issuance of the Series 2006 Bonds.
Section] 8. Repealer. All resolutions or parts thereof of the Issuer in conflict with the
provisions herein contained are, to the extent of any such conflict, hereby superseded and
repealed.
Section ]9. Effective Date. This resolution shall take effect immediately upon its
adoption.
AND ADOPTED THIS 19th DAY OF SEPTEMBER, 2006.
City of Boynton Beach, Florida
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HHSStOller ~ Mack McCray
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Approved as to form and legal sufficiency
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By: V /)A.-l./ 4....
f'\, s ity Attorney
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EXHIBIT A
Terms of the Series 2006 Bonds
(a) Dated Date:
(b) Amounts, Maturities and Interest Rates:
Maturity
( 1)
Interest Rate
Amount
$
%
(c) Optional Redemption. The Series 2006 Bonds maturing prior to ],
are not subject to optional redemption prior to maturity. The Series 2006 Bonds maturing on or
after 1,_ are subject to redemption prior to maturity, at the option of the City, from
any funds legally available for such purpose, on or after ], _, in whole or in part
on any date, and if in part in any order of maturity selected by the City, and by lot within a maturity
ifless than an entire maturity is to be redeemed, at the redemption prices (expressed as percentages
of the principal amount of the Series 2006 Bonds to be redeemed) set forth in the table below, plus
accrued interest to the redemption date:
Redemption Dates
(Inclusive)
1, _ through
], _ through
, _ and thereafter
Redemption
Prices
%
%
%
'-
(d) Mandatory Redemption. The Series 2006 Bonds maturing on ], _ (the
"_ Term Bonds") are subject to mandatory redemption in part, on 1" and on
each thereafter in the years and in the amounts set forth below (except for the final
amount due at maturity, which shall not be a redemption), at a price equal to ]00% of the principal
amount of the Series 2006 Bonds being redeemed, plus accrued interest to the redemption date:
TERM BONDS
Year
Amount
$
(Maturity)
]f prior to any ] the City shall purchase for cancellation or redeem _ Term
Bonds or _ Terms Bonds in excess of the aggregate mandatory redemption requirement for such
_ Term Bonds or _ Terms Bonds to but not including such , such excess of
Term Bonds so purchased or redeemed and not previously applied as a credit pursuant to this
paragraph shall be credited over such of the remaining mandatory redemption dates for such_
Term Bonds as the Issuer shall determine, and shall reduce the amount of Term Bonds or
Terms Bonds otherwise subject to redemption and due, respectively, on such date(s). Provided,
however, that no such excess shall be credited to the amount of Term Bonds or Terms
Bonds subject to mandatory redemption on a particular 1 after the selection of
Term Bonds or Terms Bonds to be redeemed on such date has been made.
The above-terms of the City of Boynton Beach Public Service Tax Revenue Bonds, Series
2006 are hereby approved pursuant to Resolution No. of the City Commission.
City of Boynton Beach, Florida
By:
Its
Date:
EXHIBIT B
BOND PURCHASE CONTRACT
CITY OF BOYNTON BEACH, FLORIDA
$
City of Boynton Beach, Florida
Public Service Tax Revenue Bonds, Series 2006
BOND PURCHASE CONTRACT
On _' 2006 Raymond James & Associates, Inc. (hereinafter referred to as
the "Underwriter"), offers to enter into this Bond Purchase Contract, dated _,2006
(the "Purchase Contract") with the City of Boynton Beach, Florida (the "]ssuer"). This offer of the
Underwriter shall, unless accepted by the Issuer, expire at ] 1 :59 P.M., prevailing time within the
jurisdiction of the Issuer on the date hereof, unless previously withdrawn or extended in writing by
the Underwriter. Upon execution and delivery of this Purchase Contract, it shall be binding upon
the Issuer and the Underwriter. Any word not conventionally capitalized and not defined herein shall
have the meaning indicated in the Official Statement (hereinafter defined), or ifnot defined therein,
shall have the meaning indicated in the Resolution (hereinafter defined).
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements set forth herein, the Underwriter hereby agrees to
purchase from the Issuer and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but
not less than all) of the Issuer's $ aggregate principal amount of Public Service Tax
Revenue Bonds, Series 2006 (the "Bonds"). The Bonds shall be dated the date ofthe payment for
and delivery of the Bonds pursuant to Section 6 hereof (the "Closing Date") (such payment and
delivery and the other actions contemplated hereby to take place at the time of such payment and
delivery being hereinafter referred to as the "Closing"), and shall have the maturities, shall bear
interest at thc rates, payable on such dates, and shall be subject to redemption as provided in
Exhibit A, attached hereto. The purchase price for the Bonds shall be $
(representing $ in aggregate principal amount, less $ as Underwriter's
discount and plus $ as net original issue premium). The Preliminary Official Statement
of the Issuer relating to the Bonds, dated September _, 2006, including the cover page and
Appendices thereto (the "Preliminary Official Statement"), as amended to conform to the terms of
this Purchase Contract and with such changes and amendments made by the Issuer as shall be
approved by the Underwriter, and as finally printed, is hereinafter referred to as the "Official
Statement. "
The Issuer is proposing to issue $ of debt for the purpose of financing various
capital expenditures of the Issuer. This debt is expected to be repaid over a period of approximately
_ years. At a true interest cost of _% per annum, total interest paid over the life of the debt
will be $ . The source of repayment or security for this proposal is the Pledged
Funds. Authorizing this debt will result in an average of approximately $ of the
Issuer's Pledged Funds that would currently be available not being available to finance the other
services of the Issuer each year for _ years.
2. The Bonds. The Bonds shall be as described in Exhibit A, and shall be issued and
secured under the provisions of, Resolution No. R04-052 duly adopted by the City Commission of
the Issuer on April 7, 2004, as amended and supplemented, particularly by Resolution No. R06-__,
adopted on September] 9,2006 (the "Resolution").
3. Offering. It shall be a condition to the Issuer's obligations to sell and to deliver the
Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay
for the Bonds, that the entire $ principal amount of the Bonds be issued, sold and
delivered by the Issuer and purchased, accepted and paid for by the Underwriter at the Closing.
4, Use of Documents. The Issuer hereby authorizes the use by the Underwriter of the
Resolution, the Official Statement (including any supplements or amendments thereto), and any
other documents related to the transactions contemplated in the Official Statement, in connection
with the offering and sale of the Bonds. The Issuer ratifies and approves the use by the Underwriter
prior to the date hereof of the Preliminary Official Statement in connection with the offering of the
Bonds.
5, Representations, Warranties and Agreements. The Issuer hereby represents, warrants
and agrees as follows:
(a) The Issuer is and will be at the date of Closing duly organized and validly
existing as a municipality pursuant to the laws of the State of Florida;
(b) The Issuer has full legal right, power and authority to: (i) enter into this
Purchase Contract (ii) adopt the Resolution, (iii) sell, issue and deliver the Bonds to the
Underwriter as provided herein, (iv) pledge the Pledged Funds for the payment ofthe Bonds
in the manner contemplated by the Resolution and (v) carry out and consummate the
transactions contemplated by this Purchase Contract, the Resolution and the Official
Statement, and the Issuer has complied, and at the Closing will be in compliance, in all
respects with the terms of the Act and with its obligations in connection with the issuance
of the Bonds contained in the Resolution, the Bonds and this Purchase Contract;
(c) By all necessary official action, the Issuer has duly adopted the Resolution,
has duly ratified and approved the prior distribution of the Preliminary Official Statement,
has duly authorized and approved the execution and delivery of the Official Statement, has
duly authorized and approved thc execution and delivery of, and the performance by the
Issuer of the obligations on its part in connection with the issuance of the Bonds contained
in the Bonds, the Resolution and this Purchase Contract and the consummation by it of all
other transactions contemplated by this Purchase Contract and the Official Statement in
connection with the issuance of the Bonds; the Resolution constitutes a legal, valid and
binding obligation of the Issuer, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, and similar laws affecting creditors' rights and subject,
as to enforceability, to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law); and the Bonds, when issued, authenticated and
delivered to the Underwriter in accordancc with the Resolution and this Purchase Contract,
will constitute legal, valid and binding special obligations (as described in the Resolution)
of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to
2
general principles of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law);
(d) The Issuer is not in material breach of or material default under any applicable
provision of the Act or administrative regulation of the State of Florida (the "State") or any
constitutional provision, statute or administrative regulation ofthe United States of America,
or any applicable judgment or decree, or any loan agreement, indenture, bond, note, or
material resolution, agreement, or other instrument to which the Issuer is a party or to which
the Issuer or any of its property or assets is otherwise subject, and to the best of its
know ledge no event has occurred and is continuing which with the passage of time or the
giving of notice, or both, would constitute a default or event of default under any such
instrument; and the execution and delivery ofthe Bonds and this Purchase Contract, and the
adoption of the Resolution, and compliance with the provisions on the Issuer's part contained
herein or therein, will not conflict with or constitute a breach of or default under any
constitutional provision, law, administrative regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement, or other instrument to which the Issuer is a
party or to which the Issuer or any of its property or assets is otherwise subject, nor will any
such execution, delivery, adoption, or compliance result in the creation or imposition of any
lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of
its property or assets or under the terms of any such law, regulation or instrument, except as
provided by the Bonds and the Resolution;
(e) All authorizations, approvals, licenses, permits, consents and orders of any
govemmental authority, legislative body, board, agency or commission having jurisdiction
of the matter which are required for the due authorization by, or which would constitute a
condition precedent to, or the absence of which would materially adversely affect the due
performance by the Issuer, of its obligations in connection with the issuance of the Bonds
under the Resolution have been duly obtained, except for such approvals, consents and orders
as may be required under the legal investment laws or Blue Sky or securities laws of any
state in connection with the offering and sale of the Bonds;
(f) The descriptions of the Bonds and the Resolution in the Official Statement
conform in all material respects to the Bonds and the Resolution;
(g) The Bonds, when issued, executed and delivered in accordance with the
Resolution and sold to the Underwriter as provided herein, will be validly issued and
outstanding obligations of the Issuer payable in accordance with the Resolution, entitled to
the benefits ofthe Resolution; and upon such issuance, execution and delivery ofthe Bonds,
the Resolution will provide, for the benefit of the Bondholders, a legally valid and binding
pledge of the Pledged Funds (to the extent described in the Official Statement) subject only
to the provisions of the Resolution permitting the application of the Pledged Funds on the
terms and conditions set forth in the Resolution;
(h) Except as may be described in the Official Statement, as of the date hereof,
there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court, govemment agency, public board or body, pending or, to the best knowledge of
3
the officials of the Issuer executing this Purchase Contract, threatened against the Issuer, (A)
affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds
or the levy and/or collection of Public Service Tax Revenues or Discretionary
Communications Services Tax Revenues or the pledge of Pledged Funds pursuant to the
Resolution, or (B) contesting or affecting as to the Issuer the validity or enforceability ofthe
Act or any action ofthe Issuer in any respect relating to authorization for the issuance of the
Bonds, the Resolution or this Purchase Contract or (C) contesting the federal or State tax
status of the Bonds (as described in the Official Statement), the completeness or accuracy of
the Preliminary Official Statement or the Official Statement or any supplement or
amendment thereto, the powers ofthe Issuer or any authority for the issuance of the Bonds,
the adoption of the Resolution, the execution and delivery of the Issuer of this Purchase
Contract, or the completion ofthe Series 2006 Project or (D) which may result in a material
adverse change in the financial condition of the Issuer;
(i) The Issuer will fumish such normal information, execute such instruments
and take such other action in cooperation with the Underwriter as the Underwriter may
reasonably request in order to (i) qualify the Bonds for offer and sale under the Blue Sky or
other securities laws and regulations of such states and other jurisdictions of the United
States as the Underwriter may designate and (ii) determine the eligibility of the Bonds for
investment under the laws of such states and other jurisdictions, and the Issuer will use its
best efforts to continue such qualifications in effect so long as required for the distribution
of the Bonds; provided, however, that the Issuer shall not be required to execute a general
or special consent to service of process or to qualify to do business in connection with any
such qualification or determination in any jurisdiction;
Ul At the time of preparation of the Official Statement and (unless an event
occurs of the nature described in paragraph (I) of this Section 5) at all times subsequent
thereto up to and including the Closing Date, the Official Statement will not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading;
(k) Ifthe Official Statement is supplemented or amended pursuant to subsection
(I) of this Section 5, at the time of each supplement or amendment thereto and (unless
subsequently again supplemented or amended pursuant to such paragraph) at all times
subsequent thereto up to and including the Closing Date, the Official Statement as so
supplemented or amended will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
(I) ]fbetween the date ofthis Purchase Contract and the earlier of (i) ninety (90)
days from the end of the "Underwriting Period" as defined in Securities Exchange
Commission Rule l5c2-]2 (17 CFR 240.] 5c2-]2) ("Rule] 5c2-]2") or(ii) the time when the
Official Statement is available to any person from a nationally recognized municipal
securities information repository (but in no event less than twenty-five (25) days following
the end of the Underwriting Period), any event shall occur, of which the Issuer has actual
4
knowledge, which in the Issuer's judgment might or would cause the Official Statement, as
then supplemented or amended, to contain any untrue statement of a material fact or to omit
to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, the Issuer shall notify the
Underwriter thereof, and, if in the opinion of the Underwriter or the Issuer such event
requires the preparation and publication of a supplement or amendment to the Official
Statement, the Issuer will at its expense (unless such event is a result of information provided
in writing by the Underwriter in which case it shall be at the expense of the Underwriter, or
unless another party shall agree or be required to bear the expense of such supplement or
amendment) supplement or amend the Official Statement in a form and in a manner
approved by the Underwriter. The end of the Underwriting Period shall be deemed to be the
Closing Date unless on or before the Closing Date the Underwriter otherwise notify the
Issuer in writing, and in such event, the Underwriter will notify the Issuer in writing when
the end of the Underwriting Period occurs,
(m) The Issuer has previously delivered to the Underwriter for review copies of
the Preliminary Official Statement. As of its date, the Preliminary Official Statement was
deemed final by the Issuer for purposes of Rule l5c2-l2. The Issuer shall provide to the
Underwriter, within a sufficient time period for the final Official Statements to accompany
confirmations delivered by the Underwriter to potential investors in accordance with the rules
of the Municipal Securities Rulemaking Board ("MSRB"), but in no event later than seven
(7) business days following the date hereof, a quantity of Official Statements adequate to
enable the Underwriter to meet the continuing obligations imposed on it by Rule] 5c2- 12 and
the rules of the MSRB. This covenant shall survive the Closing.
(n) Since September 30, 2005, no material and adverse change has occurred in
the financial position or results of operations of the Issuer as reported in the Issuer's Financial
Statements for the year ended September 30, 2005 included in the Preliminary Official
Statement as Appendix B, except as set forth in or contemplated by the Official Statement.
(0) The Issuer has not, since December 3], ] 975, been in default as to principal
or intcrest with respect to any obligation issued or guaranteed by the Issuer except as
disclosed in the Official Statement.
(p) The Issuer is lawfully empowercd to pledge and grant a lien upon the Pledged
Funds for payment of the principal of and interest on the Bonds.
(q) The Issuer will not take or omit to take any action, which action or omission
will in any way cause the proceeds from the sale of the Bonds to be applied in a manner
contrary to that provided for in the Resolution and as described in the Official Statement.
(r) The Preliminary Official Statement was, as of its date, deemed "final" for
purposes of the Rule, except for "permitted omissions" as therein defined by an official or
officials of the Issuer who was or were thcretofore authorized to make such certification,
5
(t) The representations, warranties and agreements of the Issuer contained herein
shall be true and correct and complied with as of the date hereof, as of the date of the
Closing, and as if made on the date of Closing,
(u) Other than as disclosed in the Preliminary Official Statement and Official
Statement, the Issuer has never failed to comply with any agreement to provide continuing
disclosure information pursuant to the Rule,
6, Closing. At 10:00 a.m. prevailing time within the jurisdiction of the Issuer, on
, 2006, or at such earlier or later time as may be mutually agreed upon by the Issuer
and the Underwriter, the Issuer will, subject to the terms and conditions hereof, deliver to the
Underwriter the Bonds together with the other documents hereinafter mentioned, and, subject to the
terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price
of the Bonds as set forth in Section] hereof, in immediately available funds to the order of the
Issuer. Delivery shall be made through the book-entry system maintained by The Depository Trust
Company and described in the Official Statement. The Bonds will be delivered no later than 24
hours prior to the Closing to the offices of The Depository Trust Company in New York, New York,
or the Paying Agent under the "FAST" procedure, in typewritten fully registered form, bearing
CUS]P numbers and with one certificate for each maturity of each series of the Bonds in the entire
principal amount of such maturity, registered in the name of Cede & Co.
7. Closing Conditions. The Underwriter has entered into this Purchase Contract in
reliance upon the representations and warranties ofthe Issuer contained herein, and in reliance upon
the representations and warranties to be contained in the documents and instruments to be delivered
at the Closing and upon the performance by the Issuer of its obligations hereunder, both as of the
date hereof and as of the Closing Date. Accordingly, the Underwriter's obligation under this
Purchase Contract to purchase, to accept delivery of and to pay for the Bonds are conditioned upon
the performance by the ]ssuerofits obligations to be performed hereunder and under such documents
and instruments at or prior to the Closing, and are also subject to the following additional conditions:
(a) The representations and warranties ofthe Issuer contained herein shall be true,
complete and correct on the date hereof and on and as of the Closing Date, as if made on the
Closing Date;
(b) At the time of the Closing, the Resolution shall be in full force and effect in
accordance with its terms and shall not have been amended, modified or supplemented, and
the Official Statement shall not have been supplemented or amended, except in any such case
as may have been agreed to by the Underwriter;
(c) At the time of the Closing, all necessary official action of the Issuer and the
other parties thereto relating to this Purchase Contract and the Bonds shall be in full force
and effect in accordance with their respective terms and shall not have been amended,
modified or supplemented in any material respect, except in each case as may have been
agreed to by the Underwriter; and
6
(d) At or prior to the Closing, the Underwriter shall have received copies of each
of the following documents:
(1) The Official Statement and each supplement or amendment, if any,
thereto, executed on behalf of the Issuer;
(2) The Resolution certified by the City Clerk under seal as having been
duly adopted by the Board and as being in effect;
(3) The opinion, dated the date ofthe Closing and addressed to the Issuer,
of Moyle, Flanigan, Katz, Raymond, White & Krasker, P.A., bond counsel to the
Issuer ("Bond Counsel"), in substantially the form included in the Official Statement
as Appendix D, together with a letter of such counsel, dated the Closing Date and
addressed to the Underwriter, to the effect that the foregoing opinion addressed to the
Issuer may be relied upon by the Underwriter to the same extent as if such opinions
were addressed to them;
(4) The opinion(s), dated the date of the Closing and addressed to the
Underwriter, of Bond Counsel to the effect that (i) the Bonds are not subject to the
registration requirements of the Securities Act of ] 933, as amended, and the
Resolution is exempt from qualification pursuantto the Trust Indenture Act of1939,
as amended; and (ii) it has reviewed the portions ofthe Official Statement captioned
"The Series 2006 Bonds," "Security and Sources of Payment" (excluding the portions
thereof describing the Reserve Account Surety Bond), "Plan of Financing" and "Flow
of Funds" and believes that, insofar as such statements constitutes summaries of the
Resolution, such statements constitute fair and accurate summaries of the portions
of the Resolution purported to be summarized, and (iii) the statements made in the
Official Statement under the caption "TAX EXEMPTION" are accurate.
(5) The opinion, dated the Closing Date and addressed to the Underwriter
and Bond Counsel of the City Attomey to the Issuer, in form and substance
acceptable to Bond Counsel and the Underwriter.
(6) An opinion, dated the date ofthe Closing and addressed to the Issuer
and the Underwriter of Moyle, Flanigan, Katz, Raymond, White & Krasker, P.A.,
disclosure counsel for the Issuer, in form and substance satisfactory to the Issuer and
the Underwriter;
(7) A certificate, dated the date of Closing, signed by the Mayor, to the
effect that, to the best of the signer's knowledge:
(i) the representations of the Issuer herein are true and correct in all
material respects as if made on the date of Closing; and
(ii) the Issuer has performed all obligations to be performed hereunder as
of the date of Closing;
7
(8) A policy of municipal bond insurance (the "Policy") and a debt service
reserve surety bond issued by MBIA Insurance Corporation insuring the payment of
debt service on the Bonds;
(9) Letters from Standard and Poor's Ratings Services and Moody's
Investors Service indicating that the Bonds have been rated "AAA" and "Aaa,"
respectively based upon the Policy, and "_" and "_," respectively without regard
to the Policy; and
(10) Such additional legal opinions, certificates, instruments and other
documents as the Underwriter may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's
representations and warranties contained herein and of the statements and
information contained in the Official Statement and the due performance or
satisfaction by the Issuer on or prior to the date of the Closing of all the agreements
then to be performed and conditions then to be satisfied by it.
All the opinions, letters, certificates, instruments and other documents mentioned above or
elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof
if, but only if, they are in form and substance satisfactory to the Underwriter, such satisfaction to be
evidenced by the Underwriter's purchase of the Bonds.
]fthe Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter to
purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract (unless
waived by the Underwriter), or if the obligations of the Underwriter to purchase, to accept delivery
of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract,
this Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be under any
further obligation hereunder, except that the respective obligations ofthe Issuer and the Underwriter
set forth in Section 9 hereof shall continue in full force and effect.
8. Termination. The Underwriter shall have the right to terminate the Underwriter's
obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds
by notifying the Issuer of its election to do so if, after the execution hereof and prior to the Closing;
(i) legislation shall have been introduced in or enacted by Congress of the United States or enacted
by the State of Florida, or legislation pending in the Congress of the United States shall have been
amended, or legislation shall have been recommended to the Congress of the United States or
otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President
of the United States, the Treasury Department of the United States, the Intemal Revenue Service or
the Chairman or ranking minority member ofthe Committee on Finance ofthe United States Senate
or the Committee on Ways and Means ofthe United States House of Representatives, or legislation
shall have been proposed for consideration by either such Committee, by any member thereof or
presented as an option for consideration by either such Committee, by the staff of such Committee
or by the staff ofthe Joint Committee on Taxation of the Congress of the United States, or legislation
shall have been favorably reported for passage to either House of Congress of the United States by
a Committee of such House to which such legislation has been referred for consideration, or a
decision shall have been rendered by a court ofthe United States or the State of Florida, including
8
the Tax Court of the United States, or a ruling shall have been made or a regulation shall have been
proposed or made or a press release or other form of notice shall have been issued by the Treasury
Department of the United States, or the Intemal Revenue Service or other Federal or State of Florida
authority, with respect to Federal or State of Florida taxation upon interest on obligations of the
general character of the Bonds, which (a) may have the purpose or effect, directly or indirectly, of
affecting the tax status of the Issuer, its securities (including the Bonds) or the interest thereon, or
any applicable tax exemption granted or authorized by the State of Florida and, which in the
reasonable opinion of the Underwriter, materially affects adversely the market for the Bonds, or the
market price generally of obligations of the general character of the Bonds or (b) which in the
reasonable opinion of the Underwriter, materially affects adversely the market for the Bonds, or the
market price generally of obligations ofthe general character ofthe Bonds; or (ii) the United States
shall have become engaged in hostilities, or such hostilities have accelerated or changed in nature,
or a national emergency or other national or intemational calamity shall have occurred or accelerated,
to such an extent as, in the reasonable opinion of the Underwriter, materially affects adversely the
market for the Bonds, or the market price generally of obligations of the general character of the
Bonds; or (iii) there shall have occurred a general suspension of trading on the New York Stock
Exchange or the declaration ofa general banking moratorium by United States, New York State or
State of Florida authorities; or (iv) an event described in paragraph (I) of Section 5 hereof shall have
occurred which in the reasonable opinion of the Underwriter requires the preparation and publication
of a supplement or amendment to the Official Statement provided, however, that this clause (iv) shall
not apply if the Bonds are to be insured and, after having been fumished a copy of such amendment,
the insurer shall confirm its commitment to insure the Bonds, unless, in the opinion of the
Underwriter, the matters disclosed in such supplement or amendment adversely affect the
marketability of the Bonds or the market price thereof; (v) any rating ofthe Issuer's bonds shall have
been downgraded or withdrawn and such action, in the reasonable opinion of the Underwriter, will
materially adversely affect the marketability of the Bonds or the market price thereof, (vi) there has
been an adverse change in the financial position, results of operations or condition, financial or
otherwise, ofthe Issuer since the date ofthe Official Statement and is not disclosed in the Official
Statement, other than in the ordinary course of its business, provided, however, that this clause (vi)
shall not apply if the Bonds are to be insured and, aftcr having been fumished with the information
in appropriate form to describe such adverse change, the insurer shall confirm its commitment to
insure the Bonds, unless, notwithstanding such commitment, such change shall in the opinion ofthe
Underwriter materially adversely affect the marketability of the Bonds or the market price thereof;
or (vii) any litigation shall be instituted or pending at Closing to restrain or enjoin the issuance, sale
or delivery of the Bonds or which in any way contests or affects any authority for or the validity of
the Bonds, or the authority for or the levy or validity of the Public Service Tax Revenues or the
Discretionary Communications Services Tax Revenues, the pledge or application of the Pledged
Funds or the existence or powers of the Issuer with respect thereto.
9. Expenses.
(a) The Underwriter shall be under no obligation to pay any expense incident to
the performance of the Issuer's obligations hereunder including, but not limited to: (i) the
cost of preparation, printing and delivery of the Resolution, the Preliminary Official
Statement and the Official Statement in reasonable quantities (but in no event less than as
may be required by Section 5(n) hereof); (ii) the cost of preparation, printing and delivery of
9
any supplements and amendments (unless such supplement or amendment is necessitated by
information previously provided by the Underwriter in writing, in which case it shall be at
the expense of the Underwriter) to the Official Statement; (iii) the cost of preparation and
printing of the Bonds; (iv) the fees and disbursements of bond counsel, disclosure counsel
and counsel to the Issuer; (v) the fees and disbursements of any other engineers, accountants,
verification agents, and other experts, consultants or advisors, including the financial advisor,
retained by the Issuer; (vi) any fees for bond ratings and bond insurance; and (vii) the fees
and expenses of the Paying Agent and the Registrar, and of their respective counsel, if any.
(b) The Underwriter shall pay: (i) the cost of preparation and printing of this
Purchase Contract; and (ii) all other expenses incurred by it in connection with the public
offering of the Bonds, including the fees and disbursements of counsel retained by them and
any blue sky filing fees.
10. Notices. Any notice or other communication to be given to the Issuer under this
Purchase Contract may be given by delivering the same in writing to City Manager, City of Boynton
Beach, Florida, ] 00 East Boynton Beach Boulevard, Boynton Beach, Florida 33435, and any notice
or other communication to be given to the Underwriter under this Purchase Contract may be given
by delivering the same in writing to Raymond James & Associates, Inc., 880 Carillon Parkway, 3rd
Floor, St. Petersburg, Florida 337] 6.
11. Parties In Interest. This Purchase Contract is made solely for the benefit ofthe Issuer
and the Underwriter and no other person shall acquire or have any right hereunder or by virtue
hereof All of the Issuer's representations, warranties and agreements contained in this Purchase
Contract shall remain operative and in full force and effect, regardless of: (i) any investigations
made by or on behalf ofthe Underwriter and (ii) delivery of and payment for the Bonds pursuant to
this Purchase Contract.
12. Effectiveness: This Purchase Contract shall become effective upon the execution by
the undersigned officials of the Issuer and shall be valid and enforceable at the time of such
acceptance. To the extent of any conflict between the provisions of this Purchase Contract and any
prior contract between the parties hereto, the provisions of this Purchase Contract shall govern.
13. Headings: The headings of the sections of this Purchase Contract are inserted for
convenience only and shall not be deemcd to be a part hereof
RAYMOND JAMES & ASSOCIATES, INe.
By:
Its Authorized Signatory
CITY OF BOYNTON BEACH, FLORIDA
By:
Its City Manager
10
]]
EXHIB]T A
Terms of Bonds
Terms of the Series 2006 Bonds
(a) Dated Date:
(b) Amounts, Maturities and Interest Rates:
Maturity Interest
(November ]) Principal Amount Rate
(c) Optional Redemption. The Bonds maturing on or prior to November], 2016 are not
subject to optional redemption prior to maturity. The Bonds maturing on or after November 1, 20] 7
are subject to redemption prior to maturity, at the option of the City, from any funds legally available
for such purpose, on or after November], 2016, in whole or in part on any date, and ifin part in any
order of maturity selected by the City, and by lot within a maturity if less than an entire maturity is
to be redeemed, at the redemption prices equal to the par amount of Bonds being redeemed, plus
accrued interest to the redemption date,
A-]
EXHIBIT C
PRELIMINARY OFFICIAL STATEMENT
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f=..2.8 .Preliminnry, subject to change
."DRAFT""
1
PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 20,2006
RATINGS: lJnnp.rlvinv
Moody's A2
S&P A
NEW ISSUE
BOOK-ENTRY ONLY
!wlu.t:lllI
Aaa
AAA
$20,000,000*
CITY OF BOYNTON BEACH, FLORIDA
Public Service Tax Revenue Bonds,
Series 2006
Dated: Date of Delivery
Due: November' I,
as shown below
The Series 2006 Bonds llte being issued by the City of Boynton Beach, Florida (t.he "City") The City is 0 municipal corpollltion duly
created and validly existing pursuant to the Constitution and laws of the State of FJoridn
The Series 2006 Bonds are being issued as fully registered bonds without coupons and will be initinlly issued to and registered in the
name of Cede & Co., as nominee for The Depository Trust Company ("DTO") of New York, New York, which will nct as securities depOSitory
fat the Series 2006 Bonds The Series 2006 Bonds will be available to purchasers in the principal denominations of $5,000 Or any integral
multiple thereof under the book-entry system mainbtined by DTC thr"Ough bmkers IUld dealers who are or act through DTC Participants.
Purchasers ofbeneficinl interests in the Series 2006 Bonds will not receive physical delivery orthe Series 2006 Bonds, but will be Beneficial
Owners (and not registered owners) of the Series 2006 Bonds For so long as any purchaser' is the Beneficial Owner ofa Series 2006 Bond,
such purchaser must maintain an account with II broker or' d~!<der who is, or acts through, n DTC Palticipnnt in order to receive payment of
the principal of, premium, if any, and interest on such Series 2006 Bonds See "BOOK-ENTRY ONLY SYSTEM" herein
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 Set ies 2006 Bonds are being issued for the pUrpose of providing funds, which, togethel' with other funds available for such purpose,
will be sufficient to (1) pay the cost of various capital expenditures of the City (115 nather described herein, the "Selies 2006 Project"),
(2) pUlchase n surety bond to fund the 2006 Subaccount of the Reserve Fund in an amount equal to the Reserve Fund Requil'ement
(hereinafter defined) fat' the Series 2006 Bonds and (3) pay costs and expenses related to the issuance of the SeI les 2006 Bonds (including
the premium for II. municipal bond msurunce policy)
The Series 2006 Bonds will be dated the date oftheiI initial issuance and delivery, will bear interest from that date, payable on May 1
and November 1 of each yeD.J~ commencing May 1, 2007, at the rates (calculated on the basis of a 360.day year consisting of twelve 30-day
months) will be subject to the redemption provisions described herein, and will mature on the dates and in the amounts set forth below The
Seriel; 2006 Bonds 81 e subject to optional and mlUldaoory r'edemption prior to maturity as described herein
Tbe Series 2006 Bonds shall not constitute a general obligation of the City but sball be payable solely from the Pledged
Fuuds (hereinafter defined), as provided in the Resolution (hereinafter dermed). No Holder of any Series 2006 Bonds shall
ever have the right to compel the exercise of the ad volorem tn..nng power of the City, aT taxation in any form of any real
property therein to pay the Series 2006 Bonds or tho interest thereon. The Series 2006 Bonds are not obligations of the
State of Florida or any political subdJvision thereof otber than tbe City and Ul"e payable only as aforesaid.
Payment of the principnJ of and interest on the Series 2006 Bonds when due will be insured by a financial guaranty insurance policy to
be issued by MB[A Insurance Corporation simultaneously with the delivery of the Series 2006 Bonds
MBIA
In the opinion of Bond Counsel, under existing law, and D5suming compliance with certain tax covenants, interest on the Series
2006 Bonds is excluded from gross income for federal income tax pUIJlOse.s and is not a specific preference item for purposes of the federul
alternative minimum to..."( Bond Counsel is also of the opinion that the Seties 2006 Bonds are exempt from all present intangible personal
property taxes imposed by the Stllte of Florida See "TAX EXEMPTION" herein for a description of certain other tax ma.tters
AMOllNT~ MATITHl'1'ffiS TNTF.RRST RATF.~ PRrflRR OR YJELnS ANn TNl'1'rAJ. flTJSTPS
$ Setial Bonds
Amount
Maturity
(November 1)
Initial
Cusip
Interest
Rate
Price or
Yield
$
% Term Bonds Due November' 1,
- Price
%
The Series 2006 Bonds are offered when, as, and if issued and received by the UndelWliter, subject to approval of legality by Moyle,
Flanjgan, Katz, Raymond, White & Klasker, P.A, West Palm Beach, Florida, Bond Counsel and Disclosure Counsel to the City and to certain
other conditions. Certain legal matters will be passed upon foI' the City by Goren. Cberor, Doody & Enol, P.A. City Attorneys, and for the
Underwritel' by its counsel Squir'e, Sanders & Dempsey L L P., Miami, FloIido RHC Dain Rauscher; Inc, doing business under the name
RBC Capital Mu:rkets, has seIVed as financial advisor to the City with respect to the offering of the Series 2006 Bonds It is expected that
the Series 2006 Bonds will be available fOI detivery in New York, New York through the facilities ofDTC on or about October _,2006
RAYMOND JAMES
The dale of this Official Statement is __, 2006
2
CITY OF BOYNTON BEACH, FLORIDA
100 East Boynton Beach Boulevard
Boynton Beach, Florida 33425
Telephone: 561-375-6000
CITY COMMISSION
Gerald Taylor, Mayor
Carl McKoy, Vice Mayor
Bob Enslel; Commissioner
Muir C Ferguson, Commissioner
Mack McCray, Commissioner
CITY OFFICIALS
Kurt Bressner, City Manager
William Mummert, Finance Director
Janet Prainito, City Clerk
CITY ATTORNEY
James Cherof
Goren, Cherot, Doody & Ezrol, P A
Fort Lauderdale, Florida
BOND AND DISCLOSURE COUNSEL
Moyle, Flanigan, Katz, Raymond, White & Kraskel', P_A
West Palm Beach, Florida
FINANCIAL ADVISOR
RBC Capital Markets
St. Petersburg, Florida
..DRAFT".
NO BROKER, DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHOIUZED BY THE
CITY OR THE UNDERWIUTER TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND
IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHOIUZED BY ANY OF THE FOREGOING. THIS OFFICIAL
STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY OF THE SERlES 2006 BONDS AND THERE SHALL BE NO OFFER,
SOLICITATION, OR SALE OF THE SEIUES 2006 BONDS BY ANY PERSON IN ANY JURlSDlCTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR
SALE
THE UNDERWIUTER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT
IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBIliTIES TO INVESTORS UNDER THE
FEDERAL SECURlTIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS
TRANSACTION, THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM PUBLIC
DOCUMENTS AND RECORDS, MBIA INSURANCE CORPORATION ("MBIA"), THE DEPOSITORY
TRUST COMPANY ("DTC") AND OTHER SOURCES WI-IlCH ARE BELIEVED TO BE RELIABLE,
BUT IT IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY AND IS NOT TO BE
CONSTRUED AS A REPRESENTATION OF (i) THE CITY, WITH RESPECT TO THE INFORMATION
HEREIN tINDER THE CAPTION "MUNICIPAL BOND INSURANCE" WHICH WAS PROVIDED BY
MBIA OR UNDER THE CAPTION" BOOK-ENTRY ONLY SYSTEM" WHICH WAS PROVIDED BY
DTC, OR (ii) THE UNDERWIUTER. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN
CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF
THIS 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
THE SERIES 2006 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECUIUTIES ACT
OF 1933 NOR HAS HIE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT
OF 1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION
OR QUALIFICATION OF THE SERIES 2006 BONDS UNDER THE SECUIUTIES LAWS OF THE
nJlUSDlCTIONS IN WHICH THEY HAVE BEEN REGISTERED OR QUALIFIED, IF ANY, SHALL
NOT BE REGARDED AS A RECOMMENDATION THEREOF NEITHER THESE nJlUSDICTIONS
NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MEIUTS OF THE SERIES 2006 BONDS
OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT
THIS PRELIMINARY OFFICIAL STATEMENT HAS BEEN "DEEMED FINAL," EXCEPT FOR
PERMITTED OMISSIONS, BY THE CITY FOR PURPOSES OF SECUIUTIES AND EXCHANGE
COMMISSION RULE 15c2-12,
"'.DRAFT**
,
TABLE OF CONTENTS
The Table of Contents for this Omcial Statement is for convenience of [eference only and is not intended
to define, limit or describe the scope or content of any provisions of this Omcial Statement
Pa~e
INTRODUCTION
THE SERIES 2006 BONDS,
General Description,
Redemption Provisions, . , . . .
Registration and Transfer.. ' ,. .....
BOOK-ENTRY ONLY SYSTEM, , ,
SECURITY AND SOURCES OF PAYMENT
In General
Pledged Funds.
The Public Service Tax and The Discretionmy Communications Services Tax" ,
2006 Subaccount of Reserve Fund,
The Reserve Fund Surety Bond,
Additional Bonds, .
Rights of Bond Insurer
MUNICIPAL BOND INSURANCE,
General
The MBIA Insurance Corporation Insurance Policy.
MBIA Insurance Corporation, ,
Regulation, , .
Financial Strength Ratings of MBIA..
MBIA Financial Information"
Incorporation of Certain Documents by Reference.
THE PLAN OF FINANCING,
Purpose of the Series 2006 Bonds.
The Series 2006 Project. "
Estimated Sources and Uses of Funds.
THE CITY, . . , , , , , , . ,
DEBT SERVICE REQUIREMENTS
FLOW OF FUNDS" . , . .
LITIGATION. .
LEGAL MATTERS, . ,
TAX EXEMPTION '.'
RATINGS ,
UNDERWRITING.. "
FINANCIAL ADVISOR,
FINANCIAl STATEMENTS
CONTINUING DISCLOSURE, . ,
MISCELLANEOUS
AUTHORIZATION OF OFFICIAL STATEMENT
I
2
2
2
3
4
6
6
6
7
9
10
II
II
12
12
12
13
13
13
14
,,-, '" ". 14
15
15
]5
16
16
17
17
18
18
18
20
20
20
21
21
22
23
APPENDIX A --
APPENDIXB--
APPENDIX C -
APPENDIX D --
APPENDIX E --
Fonn of the Resolution
General Purpose Financial Statements for the Fiscal Year ended September 30,2005
Statistical and Other General Information Concerning the City
Fonn of Opinion of Bond Counsel
Fonn of Financial Guaranty Insurance Policy
-I-
**ORAFT*.
s
OFFICIAL STATEMENT
Relating To
City of Boynton Beach, Florida
$20,000,000'
Public Service Tax Revenue Bonds,
Series 2006
INTRODUCTION
The purpose of this Official Statement, including the cover page and the appendices hereto, is to
furnish certain information with respect to the City of Boynton Beach, Florida (the "City") and the original
issuance and sale ofthe City's $20,000,000' aggregate principal amount Public Service Tax Revenue Bonds,
Series 2006 (the "Sc/ies 2006 Bonds"),
The Series 2006 Bonds are issued pu/suantto the authority of the Florida Constitution and Charter
of the City, Chapter 166, Florida Statutes, as amended, and other applicable provisions of law, and pursuant
to Resolution No. R04.052 adopted by the City Commission of the City (the "City Commission") on April
7,2004, as supplemented (the "Resolution")
The Series 2006 Bonds are being issucd fo/ the purpose of providing funds, which, together with
other funds available for such purpose, will be sufficient to (1) pay the cost of various capital expenditures
of the City (as further described herein, the "Series 2006 Project"), (2) purchase a surety bond to fund the
2006 Subaccount of the Reserve Fund in an amount egualto the Reserve Fund Reguirement (hereinafter
defined) for the Series 2006 Bonds and (3) pay costs and expenses related to the issuance of the Series 2006
Bonds
The Series 2006 Bonds shall not constitute a general ohligation ofthe City bnt shall be payable
solely from the Pledged Funds, as provided in the Resolution. No Holder of any Series 2006 Bonds
shall ever have tbe right to compel the exercise of the ad valorem taxing power of the City, or taxation
in any form of any real property therein to pay the Series 2006 Bonds or the interest thereon. The
Series 2006 Bonds are not obligations of the Slate of Florida or any political subdivision thereof other
than the City and are payable only as aforesaid. See "SECURITY AND SOURCES OF PAYMENT"
herein for further information.
Payment of the p/incipal of and inte/est on the Series 2006 Bonds when due will be insured by a
financial guaranty insurance policy to be issued by MBIA Insurance Corporation simultaneously with the
delivery of the Series 2006 Bonds
The City has issued its Public Service Tax Revenue Bonds, Series 2004, outstanding in the principal
amount of$15,815,000 (the "Se/ies 2004 Bonds"). The Series 2006 Bonds, the Series 2004 Bonds, and any
Additional Bonds issued pmsuant to the Resolution are collectively referred to herein as the "Bonds." The
Bonds are payable from and are secured by a lien upon the Pledged Funds on a parity basis, except that the
Selies 2006 Bonds are not payable from or entitled to the benefit or secmity of the 2004 Subaccount of the
Reserve Fund (which relates to the Series 2004 Bonds), nor are the Series 2004 Bonds payable from or
entitled to the benefit or security of the Selies 2006 Subaccount of the Reserve Fund (which relates to the
Series 2006 Bonds),
'Preliminary, subject to change.
.....DRAFT"'..
6
There follow in this Ollicial Statement descriptions of the Scries 2006 Bonds, the City, the Series
2006 Project and certain other mattcrs, The descriptions and information contained herein do not purport
to be complete, comprehensive, or definitive, and all references herein to documents or reports are qualified
in their entirety by reference to the complete text of such documents or reports Copies of documents and
reports rcferred to herein that are not included in their entirety herein may be obtained flOm the City Clerk
upon payment of any required fee. Unless otherwise defined herein, terms used in capitalized form in this
Ollicial Statement shall have the same meanings as ascribed thereto in the Resolution See "APPENDIX A
-Form of the Resolution" for definitions of terms used in the Resolution.
THE SERIES 2006 BONDS
General Description
The Series 2006 Bonds are being issued as fully registered bonds without coupons in principal
denominations of$5,OOO each or any integral multiple thereof The Series 2006 Bonds will be dated the date
of their initial issuance and delivery and will bear interest flOm that date at the rates per annum and will
mature on the dates (subject to the redemption provisions set forth below) and in the amounts set forth on
the cover page of tbis Ollicial Statement Interest on the Series 2006 Bonds will be computed on the basis
of a 360-day year consisting of twelve 30-day months, Interest on the Series 2006 Bonds will be payable on
May 1,2007 and semi-annually thereafter on each May I and November I (each, an "Interest Payment
Datell)
The principal of the Series 2006 Bonds shall be payable when due by check or draft, upon
presentation and surrender of the Series 2006 Bonds at the designated ollice (initially, St Paul, Minnesota)
of IJ.S, Bank National Association, or its successor, as Paying Agent (the "Paying Agent"), and interest will
be payable by check or draft mailed by the Paying Agent on each Interest Payment Date to the Holders of
the Series 2006 Bonds appearing as such on the registration books of the City kept by US, Bank National
Association, or its successor, as Registrar (the "Registrar"), as of the Record Date. provided, however, that
at the written request and expense of any Holder of at least $500,000 in an aggregate principal amount of
Series 2006 Bonds (or the Holder of all Series 2006 Bonds if less than $500,000 sball be Outstanding)
payment of interest will be transmitted by wire transfer to the Holder, and further provided, that for so long
as the book-entry system of ownership of the Series 2006 Bonds continues, principal of, premium, if any,
and interest on the Series 2006 Bonds will be paid as described herein under "BOOK-ENTRY ONLY
SYSTEM." The "Record Date" is the fifteenth (15th) day of the month preceding the Interest Payment Date,
whether or not such day is a Business Day.
All payments of principal of and interest on the Series 2006 Bonds shall be payable in any coin or
currency of the United States of America which at the time of payment is legal tender for the payment of
public and private debts,
Redemption Provisions
Ootional Redemotion, Tbe Series 2006 Bonds maturing on or prior to November I, 2016 are not
subject to optional redemption prior to maturity, The Series 2006 Bonds maturing on or after November I,
20 17 are subject to redemption prior to maturity, at the option of the City, from any funds legally available
for such purpose, on or after November I, 2016, in whole or in part on any date, and if in part in any order
of maturity selected by the City, and by lot within a maturity ifless than an entire maturity is to be redeemed,
at the redemption prices equal to the principal amount of the Series 2006 Bonds to be redeemed plus accrued
interest to the redemption date.
2
. "'DRAFT."
Notice of Redemption. Notice of redemption ofthe Series 2006 Bonds shall be mailed by first class
mail, postage prepaid, by the Registrar not less thao thirty (30) days oormore than sixty (60) days bcfore the
date fixed for redemption to the registered owners of any Series 2006 Bonds or portions therenf which are
to be redeemed, at their addresses as they appear upon the registration books maintained by the Registrar,
Failure to give any notice of redemption, or any defect therein, shall not affect the validity of any proceedings
for the redcmption of any Series 2006 Bond with respect to which no such failure or defect as occurred. Any
noticc prepared and mailed as described herein shall be conclusively presumed to have been duly given,
whether or notlhe Holder receives the noticc,
Each notice shall set forth, among other infonnation, the date fixed for redemption, the redemption
price to be paid and, if less than all of the Series 2006 Bonds shall be called for redemption information
identifying the Series 2006 Bonds to be redeemed,
A notice of redemption may be conditioned upon the availability of funds to pay the redemption price
of the Series 2006 Bonds to be redeemed on the redemption date, and in such event, the notice of redemption
shall expressly state that it is subject to such coodition, In tbe event that a conditional notice of redemption
is given and in the event that funds are not available to pay the redemption price of the Series 2006 Bonds
so called for redemption, such Series 2006 Bonds shall continue to be Outstanding as if stich notice had not
been given, Provided, however, that in such event the Registrm shall on behalf of the City mail a notice to
the Holders of the Series 2006 Bonds subject to such conditional notice stating that the condition to the call
was not satisfied and that the Series 2006 Bonds shall remain Outstanding
Effect of Call in" for Redemntion. On the date designated for redemption, notice having been mailed
in the manner and under the conditions hereinabove described, the Series 2006 Bonds so called for
redemption shall become and be due and payable and, if payment of the redemption price has been duly
provided for, interest on the Series 2006 Bonds so called for redemption shall cease to accrue, such Series
2006 Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the Hnlders
of such Series 2006 Bonds shall have no rights in respect therenf except tn receive payment of the
redemption price thereof.
Registration and Transfer
The Series 2006 Bonds are transferable only upon the registration books ofthe City maintained by
the Registrar, For so long as the book-entry only sysrem of ownership is being maintained for the Series
2006 Bonds, transfers of beneficial ownership interests in the Series 2006 Bonds will be accomplished as
described herein under "BOOK-ENTRY ONLY SYSTEM," and Cede & Co, shall be the sole Bondholder
of the Series 2006 Bonds In the event such book-entry system of ownership is discontinued, transfers of Ihe
Series .2006 Bonds shall be accomplished as described below,
Series 2006 Bonds may be presented for transfer or exchange atlhe office oflhe Registrar, initially
in St. Paul, Minnesota, In each case, the City or the Registrar may require payment of a sum sufficient to
cover any tax, fee, expense or other governmental charge that may be imposed in relation to such exchange
ortransfer. Neither the City northe Registrar shall be required to nansfer or exchange any Series 2006 Bonds
for a period beginning fifteen (15) days next preceding any selection of Series 2006 Bonds to be redeemed
or thereafter untillhe mailing of any notice of redemption, or to transfer or exchange any Series 2006 Bond
that has been called for redemption,
3
..DRAFT**
.
BOOK-ENTRY ONLY SYSTEM
The infonnation provided immediately below concerning DTC and the Book-Hntry Only System has
been obtained tiom DTC and is not guaranteed as to accuracy or complcteness by, and is not to be construed
as a representation by, the Underwriter, the City or the Paying Agent
Unless the book-entry system described herein is terminated, as hereinafter described, The
Depository Trust Company ("DTC"), New York, New YOlk, will act as securities depository for the Series
2006 Bonds The Series 2006 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 ofDTG One fully registered Bond certificate will be issued for each maturity of the Series
2006 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC or with the
Paying Agent on behalf of DTG
DTC, the wOlld's largest depository, is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning onhe New YOlk Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Unifonn
Commercial Code and "elearing agency" registered pursuant to the provisions of Section 17 A of the
Securities Exchange Act of 1934 DTC holds and provides asset servicing for over 2.2 million issues ofUB
and non-US equity issues, corporate and municipal debt issues and money market instruments from over
100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-
trade settlement among Direct Participants of sales and other securities transactions in deposited securities,
through electronic computerized book-entry lInnsfers and pledges between Direct Participant's accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants inelude both UB,
and non-U ,S, securities brokers and dealers, banks, trust companies, elearing corporations and certain other
OIganizations, 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 Cleariog Corporation, Fi~ed Income Clearing COIporation, and Emerging Markets
Clearing Corporation, (NSCC, FICC, 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-US securities
brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect Participants") DTC has Standard and POOl'S
highest rating: AAA. The DTC rules applicable to its Participants are on file with the Securities and
Exchange Commission. More infonnation about DTC can be found at www.dtcc.com.
Purchases of the Series 2006 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 2006 Bonds on DTC's records, The ownership interest
of each actual purchaser of each Bond (a "Beneficial Owner") is in turn to be recorded on tbe Direct and
Indirect Participants' records. Beneficial Owners will not receive written eonfinnation from DTC of their
purchasc, but Beneficial Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of tbeir holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction Transfers of ownership interests in the Series 2006
Bonds are to be accomplished by enlI'ies made on the books of Direct and Indirect Participants acting on
bebalf of Beneficial Owners" Beneficial Owners will not receive certificates representing their ownership
interests in the Series 2006 Bonds, except in the event that use of the book-cntry system for the Series 2006
Bonds is discontinued
To facilitate subsequent transfers, aU Series 2006 Bonds deposited by Participants with DIC are
registered in the name ofDIC's partnership nominee, Cede & Co, The deposit of Series 2006 Bonds with
4
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9
DTC and their registration in the name olCede & Co, effect no change in beneficial ownership DTC has
no knowledgc of the actual Beneficial Owners 01 the Selies 2006 Bonds; DTC's records reflect only the
identity olthc Direct Participants to whose accounts such Scries 2006 Bonds are credited, which mayor may
not be the Beneficial Owners, The Direct and Indirect Participants will remain responsible for kceping
account 01 their holdings on behalf 01 their customcrs.
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
Beneficial Owners of the Series 2006 Bonds may wish to take certain steps to augment thc
transmission to them of notices of significant events with respect to the Series 2006 Bonds, such as
redemptions, defaults and proposed amendments to Bond documents_ Beneficial Owners ofthe Series 2006
Bonds may wish to ascertain that the nominee holding the Series 2006 Bonds for their benefit has agreed to
obtain and transmit notices to Beneficial Owners
Redemption notices shall be sent only to Cede & Co for so long as it is the registered owner of the
Series 2006 Bonds Ifless than all ofthe Series 2006 Bonds of a maturity are being redeemed, DTC's practice
is to determine by lot the amount 01 the interest of each Direct Participant in such maturity issue to be
redeemed,
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the
Selies 2006 Bonds, Under its usual procedures, DTC mails an Orrmibus Proxy to the City as soon as possible
after the record date" The Omnibus Proxy assigns Cede & Co.'s consenting or voting ligbts to those Direct
Participants to whose accounts the Series 2006 Bonds are credited on the record date (identified in a listing
attached to the Orrmibus Proxy)
Payments of priDcipal and interest on the Series 2006 Bonds will be made to Cede & Co, or sueh
otbcr nominee as may be requested by aD authorized represeDtative of DTe. DTC's practice is to credit
Direct Participants' accouDts, upon DTC's receipt 01 funds and correspondiDg detail infonnation from tbe
City or Paying Agent, on tbe payable date in accordance witb tbeir respective boldings sbown OD DTC's
records PaymeDts by ParticipaDts to BeDeficial OWDers will be governed by standiDg instructioDs aDd
customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered iD "slreet Dame" aDd will be the respoDsibility of sucb ParticipaDt aDd Dot of DTC (nor its
nomiDee), the PayiDg AgeDt, or the City, subject to aDY statutory or regulatory requiremeDts as may be iD
effect from time to time, Payment ofpriDcipal aDd interest to Cede & Co, (or sucb other Dominee as may
be requested by another autholized represeDtative of DTC) is the responsibility of the City or the PayiDg
AgeDt, disbUlsement of such paymeDts to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect
Participants,
NEITHER THE CITY NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR
OBUGATION TO THE DTC PARTICIPANTS OR THE PERSON FOR WHOM THEY ACT AS
NOMINEES WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE
DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE
BONDS, THE CITY CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, DIRECT
PARTICIPANTS OR OTHERS WILl. DISTRlBUTE PAYMENTS OF PRINCIPAL OF, PREMIUM, IF
ANY, OR INTEREST ON nIE BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED
OWNER, OR ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WIll DO SO ON A
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TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS OFFICIAl
STATEMENT
The City has entered into a letter of representations (the "Book-Entry Agreement") with DTC
providing for such book-entry only system. However, the book-entry only system may be terminated upon
the happening of either of the following: (aJ DTC discontinues providing its services as securities depository
by giving reasonable notice to the City or Paying Agent, or(b) the City, elects to discontinue the book-entry
only system of transfers through DTC (or a successor securities depository) by notice to DTe If the City
docs not replace DIC, the Paying Agent shall notify DTC ofthe availability of definitive ortemporary Bond
certificates (the "Replacement Series 2006 Bonds") to Beneficial Owners requesting tbe same in an aggregate
outstanding amount representing the interest of each such Bcneficial Owner, making such adjustments and
allowances as the Paying Agent may find necessary or appropriate as to accrued interest and previous
payments of principal. Definitive Replacement Series 2006 Bonds shall be issued only upon suncnder to
the Paying Agent of the Series 2006 Bonds of each maturity by DTC, accompanied by registration
instructions for the definitive Replacement Series 2006 Bonds for such maturity from DTC. Neither the City
nor the Paying Agent shall be liable for any delay in delivery of such instructions and conclusively may rely
on and shall be protected in relying on such instl1lctions of DTC
SECURlTY AND SOURCES OF PAYMENT
In General
The Series 2006 Bonds shall not eonstitute a general obligation of the City, but shall be payable
solely from the Pledged Funds, as provided in the Resolution. No Holder of any Series 2006 Bonds
shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or taxation
in any form of any real property therein to pay the Series 2006 Bonds or the interest thereon. The
Series 2006 Bonds arc not obligations of the State of Florida or any political subdivision thereof other
than the City and arc payable only as aforesaid,
Pled2ed Funds
"Pledged Funds" shall mean the Public Service lax Revenues, the Discretionary Communications
Services Tax Revenues and tbe Pledged Accounts
"Public Service Tax Revenues" shall mean all amounts received by the City pursuant to the tnx (the
"Public Service Tax") levied on the purchase within the geographic jurisdiction of tbe City of electricity,
metered natural gas, liquified petroleum gas either metered or bottled, manufactured gas eitber metered or
bottled, water service and services competitive with the foregoing, pursuant to Section 166.231, Florida
Statutes or any successor provision thereof See "Public Service Tax" below for further information
"Discretionary Communications Services Tax Revenues" means all amounts received by the City
from the tax (the "Discretionary Communications Services Tax") levied by the City pursuant to the authority
of Section 20.2.19, Florida Statutes, or any successor provision of law, on communications services See
llDiscretionary Communications Services TaxI! below for further information,
"Pledged Accounts" shall mean, until applied in accordance with the provisions of the Resolution,
all monies, including investments thereof, in the funds and accounts established under the Resolution, except
(i) monies in any account oftbe Rebate Fund and (ii) to the extent monies on deposit in a Subaccount of the
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Reservc Fund andlor an account of thc ConstlUction Fund are pledged solely for thc payment of the Scries
of Bonds for which such account was cstablishcd in accordance with the provisions of thc Rcsolution
The Publie Service Tnx nud The Discretionnry Communications Scrvices Tax
Public Servicc Tax, Section 166,231, Floridn Statutcs, authorizes each Florida municipality to levy
n tax on tbe purchnse witbin such municipality of electricity, metered naturnl gas, liquified petroleum gas
either metered or bottled, manufactured gas either metercd or bottled, and water service, as wcll as services
compctitive with the forcgoing, including fuel oil, Under prescntlaw, the tax may not cxceed ten percent
of the payments reccived by the sellcr of the taxable item, except that fuel oil may be taxed at a rate of not
to exceed four cents per gallon
A municipality may exempt from thc tax any amount up to and including the first fivc hundrcd
kilowatt haUlS of electricity purchased per month for residential use The purchase of natural gas or fuel oil
by a public or privatc utility, and the purchase of fuel oil or kerosene for use as an aircraft engine fucl or as
propellant or for use in internal combustion engines is also cxempt fiom taxation, A municipality may alsn
exempt from tbe tax the purchasc of metered or bottled gas or fuel oil for agricultural purposes, Purehases
by the United States government, the State of Florida, and all counties, school distriets and municipalities
of the State of Florida, purchases by recognized churches and purchases hy puhlic bodies exempted by law
or court order are also cxempt from the tax The Florida Statutes also authorize municipalities to exempt
certain other categories of purchasers from the tax,
Public Service Taxes are collccted by the seller of the taxable item of selvice and rcmittcd to thc
taxing municipality_ Each scllcr of services or itcms subject to the Public Service Tax is entilled to retain
one pereent of the amount of the tax collected in a form of a deduction from the amount collected as
compensation for collecting and remitting the tax
The City has imposed some form of the Puhlic Service Tax for over 20 years The City currently
imposes a tax on the purchase of electricity and metered or bottled gas (natUlal, Iiquified, petroleum gas, or
manufactured), in the amount of 10% of the sale price, except for any fuel adjustment charge (a separately
stated charge On some elecnic bills), and at the rate of four cents per gallon on fuel oiL The City does not
exempt any sales except those required to be exempt hy State statute
Discretionarv Communications Services Tax. PriOrlO October 1,2001, municipalities in Florida
were authorized to levy a public service tax, similar to the tax described above, on communications services.
However, effective October 1,2001, the Communications Services Tax Simplification Law, Chapter 202,
Florida Statutes (the "CSTA") was enacted, One effect of the CSTA was to repeal the authorization of
municipalities to levy the public service tax on telecommunications services and to replace that tax, as well
as any revenues from franchise fees on cable and telecommunication service providers and permit fees
relating to placing or maintaining facilities in rights-of-way collected from providers of certain
telecommunications services, with the Discretionary Communications Services Tax. The Discretionary
Communications Services Tax is applied to a broader base of communications services tban tbe former
public service tax on telecommunications, and includes communications and cable services which originate
or terminate in the State of Florida and are charged to a service address within the City, but does not include
certain other services such as direct-to~home satellite service.
"Communications sCIvices" is defined in the CSTA to mean the transmission, conveyance or routing
of voice, data, audio, video, or any other information 01 signals, including cable services, to a point, or
between points, by or thlOugh any electronic, radio, satellite, cable, optical, microwave, or other medium or
method now in existence of hereafter devised, regardless of the protocol used for such transmission or
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conveyance. However, the term llcomrnunications services" does not include "information services,"
installation or maintenance of wiring or equipment on a customer's premises. the sale or rental of tangible
personal property, the sale of advertising, including, but not limited to directory advertising, bad check
charges, late payment charges. billing and collection services or internet access service, electronic mail
service, electronic bulletin board service or similar on~line computer services "lnfonnation service" means,
in general, the offering ofa capability for generating, acquiring, storing, transforming, processing, retrieving,
using, or-making available information via communications services, including but not limited to, electronic
publishing, web-hosting service and end-user 900 number service,
Services provided to the federal, state or local governments are exempt from the Discretionary
Communications Services Tax. Sales to certain non-profit homes for the aged, religious institutions and
educational institutions are also exempt from the tax, In addition, the Discretionary Communications Services
Tax does not apply to any direct-to-home satellite service, Under certain circumstances, the Discretionary
Communications Services Tax may not exceed $25,000 per calendar year on communication services charges
billed to a service address located in a municipality imposing the tax for interstate communications services
that originate outside Florida and terminate within Florida.
The maximum rate at which any municipality may impose the Discretionary Communications
Services Tax is 5,22%, although certain municipalities may not levy at a rate in excess of5.10% The City
is cunendy subject to the 5 .22% maximum
The Discretionary Communications Services Tax is required to be paid by the purchaser of the
communication service and collected from such purchaser by the dealer of the communications services
Failure to pay, collect and remit the tax as required by law may subject the offender to criminal penalties.
The proceeds of the tax are required to be remitted by the dealer to the State of Florida Department
of Revenue ("FDOR") Providers of conununications services may deduct 0 75% of the tax due and
accounted for and remitted to the FDOR as a collection tee (or 0.25% in the case of providers who do not
employ an enhanced zip code database or a database that is either supplied or certified by the FDOR)
FDOR is permitted to deduct its cost of administering the tax, not to exceed I % of the total tax
collections, and then distributes the remaining proceeds to the taxing municipality on a monthly basis Under
the CSTA, local governments must work with FDOR to properly identify service addresses to each taxing
authority. If the City fails to provide FDOR with accurate scrvice address information, it risks losing tax
proceeds that it should receive, The City believes it has provided FDOR with all information tllat the FDOR
has requested as of the date hereof and that such information is accurate,
Revenues raised by a municipality from the Discretionary Communications Services Tax may be
used for any public purpose, including pledging such revenues to indebtedness
The City has imposed a Discretionary Communications Services Tax since October 1,200 I, the first
date on which the tax was authorized under Florida law For the fiscal year ended September 30,2002, the
City imposed the tax at the rate of 5.62%, Effective October I, 2002 the City changed the rate to the new
statutory maximum of 522%.
Historical Collection Data and Pro-Forma Coverage, The following table sets forth the amount of
Public Service Tax Revenues by the City for the fiscal years ended September 30, 2001 through 2005, and
pro-fmma coverage of projected maximum annual debt service on the Series 2004 Bonds and Series 2006
Bonds. For the fiscal year ended September 30, 200 I, information is also shown for the public service tax
on telecommunication services authorized under law prior to enactment ofthe CST A, and for the fiscal years
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endcd Scptember 30, 2002 through 2005 the amount of Discretionary Communications Services Tax
Revenues are shown..
Historical Public Service Tax
Revenues and Discretionary Communication
Services Tax Revenues
Fiscal Years Ended September 30
and Pro-Forma Maximum Annual Debt Service Coverage
2001 2002 2003 2004 2005
Public Service Tax $3,805,32] $3,542,782 $4, I 94,280 $4,133,559 $4,190, I 73
Telecommunication 2,307,841
Public Service Tax
Discretionary
Communications
Services Tax 3.497.830 3,]74.769 2.989 .988 2.996.514
Total $6,113,]62 $7,040,612 $7,369,049 $7,123,547 $7,] 86,687
Maximum Annual
Dcbt Service on
Series 2004 and 2006
Bonds' $2,74 I ,000 $2,741,000 $2,741,000 $2,741,000 $2,741,000
Pro-Forma Covcrage' 223x 2,56x 268x 2,60x 2,62x
· PrcliminaIY, subjcct to cbange
2006 Subaccount of Reserve Fund
The Resolution requires the establishment and funding of the 2006 Subaccount of the Reserve Fund
in an amount equal to the lesser of tcn percent (] 0%) of the aggregate initial principal amount of thc Series
2006 Bonds and any Additional Bonds secured by thc 2006 Subaccount oflhe Rcserve Fund, tbc maximum
amount of principal of and interest on the Series 2006 Bonds and any such Additional Bonds becoming due
in the current or any succeeding Fiscal Year or one hundred twenty-five percent (125%) of the average
annual amount of principal of and interest beCOming due on the Series 2006 Bonds and any such Additional
Bonds secured by tbe 2006 Subaccount of the Reserve Fund (the "Reserve Fund Requirement") The
Resolution authorizes tbe City to obtain a surety bond, letter or line of credit or municipal bond insurance
policy (a "Reserve Fund Insurance Policy" or "Reserve Fund letter of Credit") in lieu of funding the 2006
Subaccount of the Reserve Fund witb money, The City expects to purchase a debt service reserve surety bond
in the amount of$ from MBIA Insurance Corporation in order to satisfy the Reserve Fund
Requirement for the Series 2006 Bonds, See "The Reserve Fund Surety Bond" for furtber information,
Amounts on deposit in the 2006 Subaccount of the Reserve Fund shall be used only for the purpose
of paying principal of and interest on the Series 2006 Bonds and any Additional Bonds secured by the 2006
Subaccount of the Reserve Fund when the amounts in the Debt Service Fund are insufficient therefor,
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The Resolution authorizes the City to establish by Supplemental Resolution ~ separate Subaccount
of the Reserve Fund for any other Series of Bonds issued under the Resolution, Except as providcd in thc
next succeeding scntenec caeh such separately created Subaccount of the Reselve Fund shall constitute
security only for the Series of Bonds to which it relates Pursuant to the Resolution, thc City may, upon thc
issuance of one or more Serics of Additional Bonds, utilize the 2006 Subaccount as the Reserve Subaccount
for such Additional Bonds as well as the Series 2006 Bonds provided the moneys on deposit in the 2006
Subaccount forthc Reserve Fund equals the aggregate Reserve Fund Requirement for such Additional Bonds
and for the Series 2006 Bonds
If a disbursement is made from a Reselve Fund Insurance Policy and/or Reserve Fund Letter of
Credit, the City is obligated to reinstate the maximum limits of such Reserve Fund Insurance Policy and/or
Reserve Fund Letter of Credit immediately following such disbursement from monies becoming available
in the applicable Subaccount of the Reserve Fund by depositing funds in the amount of the disbursement
made under such instrument with the issuer thereof In addition, after the amount on deposit in the applicable
Subaccount of tbe Reserve Fund equals the Reserve Fund Requirement therefor, the City shall reimburse the
issuer of the Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit for interest and all
reasonable expenses incuned by such issuer in connection with the draw on such Reserve Fund lnsurance
Policy aod/or Rcserve Fund Letter of Credit, as the case may be, ifthe City is so obligated under the tenns
of the Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit
If at any time the amount on deposit in the 2006 Subaccount of the Reserve Fund is less than the
Reserve Fund Requirement, the City is obligated to deposit into the 2006 Subaccount of the Reserve Fund
such sum, ifany, as will be sufficient to restore, in not more than twelve months, the funds on deposit therein
to the Reserve Fund Requirement In the event the amount available for deposit into all subaccounts in the
Reserve Fund is insufficient to make all payments required to be made therein, the available amount shall
be prorated among the various subaccounts in the Reserve Fund in the same proportion that the Reserve Fund
Requirement for each suhaccount bears to the total Reservc Fund Requirement for all such subaccounts,
If at any time there is on deposit in the 2006 Subaccount of the Reserve Fund an amount of cash and
investments in exeess of the Reserve Fund Requirement, the amount of such excess shall be withdrawn and
deposited in the Debt Service Fund
The Reserve Fund Suretv Bond
MBIA Insurance Corporation ("MBIA") has committed to issue a debt service reserve surety bond
(thc "Debt Service Reserve Fund Surety Bond") in connection with the Series 2006 Bonds. The Debt Service
Reserve Fund Surety Bond will provide that upon notice from the City or the Paying Agent to MBIA to the
effect that insufficient amounts are on deposit in the Debt Service Fund to pay the pzincipal of (at matuzity
or pursuant to mandatory redemption requirements) and interest on the Series 2006 Bonds, MBIA will
promptly deposit with the City or the Paying Agent an amount sufficient to pay the principal of and interest
on the Series 2006 Bonds or the available amount of the Debt Service Reserve Fund Surety Bond, whichever
is less, Upon the later of (i) three (3) days after receipt by MBIA ofa Demand for Payment in the fonn
attached to the Debt Service Reserve Fund Surety Bond, duly executed by the City or the Paying Agent: or
(ii) the payment date of the Series 2006 Bonds as specified in the Demand for Payment presented by the City
or tbe Paying Agent to MBIA, MBIA will make a deposit of funds in an account with U.S. Bank Trust
National Association, in New York, New York, or its successor, sufficient forthe payment of amounts which
are then due to the Paying Agent (as specified in the Demand for Payment), subject to tbe Debt Service
Reserve Fund Surety Bond coverage,
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The available amount of the Debt Service Reserve Fund Surety Bond is the initial face amount of
the Debt Service Reserve Fund Surety Bond less the amount of any previous deposits by MBlA with the
Paying Agent which have not been reimbursed by the City The City and MBlA are expected to enter into
a Financial Guaranty Agreement (the "Agreement"). Pursuant to the Agreement, the City will be required
to reimburse MBlA from amounts it has received, within one year of any deposit, the amount of such deposit
made by MBlA with the Paying Agent under the Debt Service Reserve Fund Surety Bond. Such
reimbursement shall be made only after all required deposits to the Debt Service Fund have been made
Under the terms ofthe Agreement, the City is required to reimburse MBIA, with interest, until the
face amount olthe Debt Service Reserve Fund Surety Bond is reinstated, No optional redemption of Series
2006 Bonds with respect to which a draw has been made under the Debt Service Reserve Fund Surety Bond
may be made until the Debt Service Reserve Fund Surety Bond is reinstated, The Debt Service Reserve Fund
Surety Bond is provided as an alternative to the City depositing funds in the 2006 Subaccount 01 the Reserve
Fund, At the time of issuance olthe Series 2006 Bonds, the face amount ofthe Debt Serviee Reserve Fund
Surety Bond will be $ , and the premium will have been paid by the City,
Additional Bonds
Pursuant to the Resolution, the City covenants that it will not, exeept upon the conditions and in the
manner provided in the Resolution. issue any other obligations payable in whole or in part from the Pledged
Funds, nor voluntarily create orcause to be created any debt, lien, pledge, assessment, encumbrance or other
charge having priority to or being on a parity with the lien of the Bonds and the interest thereon upon any
of the Pledged Funds, Any obligations issued by the City other than tbe Bonds and any Additional Bonds
issued pursuant to the Resolution are required to contain an express statement tbat sucb obligations are
junior, inferior and subordinate in all respects to the pledge oftbe Pledged Funds created by the Resolution
The Resolution autborizes tbe City to issue Additional Bonds payable pari passu with the Series
2004 Bonds. Series 2006 Bonds and other Additional Bonds issued pursuant to tbe Resolution out of Pledged
Funds if, and only if, among other things, the Public Service Tax Revenues and the Discretionary
Communieations Services Tax Revenues, adjusted as provided in the Resnlution, received during the
immediately preceding Fiscal Year or any twelve (12) consecutive montbs oftbe eighteen (18) months
immediately preceding the issuanee of tbe Additional Bonds, equal at least 125% of tbe Maximum Debt
Service Requirement on (I) the Series 2006 Bonds then Outstanding, (2) any Additional Bonds tberetofore
issued and then Outstanding, and (3) the Additional Bonds tben proposed to be issued,
In tbe event any Additional Bonds are to be issued in wbole or in part for the purpose of refunding
any Bonds then Outstanding, the foregoing conditions shall not apply, provided that the issuance of such
Additional Bonds shall result in a reduction or shall not increase tbe aggregate amount of principle of and
interest on tbe Outstanding Bonds beeoming due in tbe cunent Fiscal Year and all or any subsequent Fiscal
Years
The Resolution contains provisions concerning the issuance of Variable Rate Bonds and providing
for certain adjustments to tbe Public Service Tax Revenues and tbe Discretionary Communications Services
Tax Revenues for purposes oftbe issuance of Additional Bonds, and for further infonnation see "APPENDIX
A - Form ofthe Resolution -- Issuance of Additional Bonds."
RIl!hts of Bond Insurer
Pursuant to the Resolution, MBlA is deemed to be tbe sole holder of all Series 2006 Bonds for
purposes of all provisioos of tbe Resolution governing remedies, so long as MBlA has not failed to comply
I]
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16
with its payment obligations under the Policy (hereinafter defined) Furthermore, certain amendments and
supplements to the Resolution are subject to the prior written consent of MBIA and may be made in such
case wilhout Bondholder approval.
MUNICIPAL BOND INSURANCE
General
Payment of the principal 01 and interest on the Series 2006 Bonds will be insured by a Financial
Guaranty Insurance Policy (the "Policy") to be issued by MBIA Insurance Corporation simultaneously with
the delivery of the Series 2006 Bonds
The MBIA Insurance Corporation Insnrancc Policv
The following information has been furnished by MBlA Insurance Corporation ("MBlA") for use in
this OffIcial Statement. Reference is made to Appendix E for a specimen of MBlA's Policy
MBlA does not accept any responsibility for the accuracy or completeness of this OffIcial Statement
or any information or disclosure contained herein, or omitted hercfrom, other than with respect to the
accuracy of the information regarding the Policy and MBlA set forth under the heading "Municipal Bond
Insurance." Additionally, MBlA makes no representation regarding the Series 2006 Bonds or the advisability
of investing in the Series 2006 Bonds,
MBlA's Policy unconditionally and irrevocably guarantees tbe full and complete payment required to
be made by or on bebalf of tbe City to tbe Paying Agent or its successor of an amount equal to (i) the
principal of (either at the stated maturity or by an advancement of maturity pursuant to a mandatory sinking
fund payment) and interest on, tbe Series 2006 Bonds as such payments shall become due but shall not be
so paid (except that in the event of any acceleration ofthe due date of such principal by reason of mandatory
or optional redemption or acceleration resulting from default or otherwise, otber tban any advancement of
maturity pursuant to a mandatory sinking fund payment, the payments guaranteed by MBlA's Policy sball
be made in such amounts and at sucb times as such payments of principal would have been due had there oat
been any such acceleration, unless MBlA elects in its sole discretion, to pay in wbole orin part any principal
due by reason of such acceleration); and (ii) the reimbursement of any such payment which is subsequently
recovered from any owner of the Series 2006 Bonds pursuant to a final judgment by a court of competent
jurisdiction that sueh payment constitutes an avoidable preference to such owner within the meaning of any
applicable bankruptcy law (a "Preference").
MBlA's Poliey does not insure against loss of any prepayment premium which may at any time be
payable witb respect to any Series 2006 Bond, MBIA's Policy docs not, under any circumstance, insure
against loss relating to: (i) optional or mandatory redemptions (otber tban mandatory sinking fund
redemptions); (Ii) any payments to be made on an accelerated basis; (iii) payments ofthe purcbase price of
Series 2006 Bonds upon tender by an owner thereof; or (iv) any Preference relating to clauses (i) through
(iii) oftbis paragraph. MBlA's Policy also does not insure against nonpayment of principal of or interest on
the Series 2006 Bonds resulting from the insolvency, negligence or any other act or omission ofthe Paying
Agent or any other paying agent for the Series 2006 Bonds.
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by
registered or certified mail, or upon receipt of written notice by registered or certified mail, by MBIA from
the Paying Agent or any owner of a Series 2006 Bond the payment of an insured amount for which is then
12
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17
due, that such required payment has not been made, MBIA on the due date of such payment Or within one
business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in
an account with U.s Bank Trust National Association, in New York, New York, or its successor, sufficient
for the payment of any such insured amounts which are then due Upon presentment and sunendel of such
Series 2006 Bonds or presentment of such other plOof of ownership of the Series 2006 Bonds, together with
any appropriate instruments of assignment to evidence the assignment of the insured amounts due on the
Series 2006 Bonds as are paid by MBLA, and appropriate instruments to effeet the appointment of MBLA as
agent for such ownels of the Series 2006 Bonds in any legal proceeding related to payment of insured
amounts on the Series 2006 Bonds, such instluments being in a fOIm satisfactOIY to U.S" Bank Trust National
Association, US. Bank Trust National Association shall disburse to such ownels or the Paying Agent
payment ofthe insured amounts due on such Series 2006 Bonds, less any amount held by the Paying Agent
for the payment of sllch insured amollnts and legally available therefor.
MBIA Insurance Corporation
MBLA is the principal operating subsidiary ofMBLA Inc, a New York Stock Exchange listed company
(the "Company") The Company is not obligated to pay the debts or claims against MBIA. MBLA is
domiciled in the State of New York and licensed to do business in and subject to regulation under the laws
of all 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the
Northern Madana Islands, the Virgin Islands of the United States and the Tenitory of Guam, MBLA, either
direetly or through subsidiaries, is licensed to do business in the Republic of France, the United Kingdom
and the Kingdom of Spain and is subject to regulation under the laws of those jutisdictions.
The principal executive offices of MBIA are located at 113 King Street, Armonk, New York 10504
and rhe main telephone number at that address is (914) 273-4545,
RC1!ulation
As a financial guaranty insurance company license to do business in the State of New York, MBIA
is subject ro the New York Insurance Law which, among other things presctibes minimum capital
requirements and contingency reserves against liabilities for MBlA,limits the classes and concentrations of
investments that are made by MBLA and requires the approval of policy rates and fOlms that are employed
by MBLA, State law also regulates the amount of both the aggregate and individual risks that may be insured
by MBIA, the payment of dividends by MBLA, changes in control with respect to MBLA and transactions
among MBLA and its affiliates.
The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76
of the New YOlk Insumnce Law
Financial Stren2th Ratin2s of MBIA
Moody's Investors Service, Inc. rates the financial strength of MBlA "Aaa."
Standard & Poor's, a division of The McGraw-Hili Companies, Inc, rates the financial strength of
MBlA !lAAA."
Fitch Ratings rates the financial strength ofMBIA "AM"
Each rating of MBLA should be evaluated independently The ratings reflect the respective lating
agency's current assessment olrhe creditworthiness of'MBLA and irs ability to pay claims on its policies of
13
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18
insurancc Any further explanation as to the significance of the above ratings may be obtained only flOm
the applicable rating agency
The above ratings are not recommendations to buy, sell or hold the Series 2006 Bonds, and such
ratings may bc subject to revision or withdrawal at any time by the rating agencies, Any downward revision
or withdrawal of any ofthe above ratings may havc an adverse effcct on the market price of the Series 2006
Bonds, MBIA docs not guaranty the market price of the Series 2006 Bonds nor docs it guaranty that the
ratings on the Series 2006 Bonds will not be reversed or withdrawn,
MBIA Financial Information
As of December 31,2005, MBIA had admitted assets of$1 LO billion (audited), total liabilities of$7 2
billion (audited), and total capital and surplus of $38 billion (audited) determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory authorities As of June 30,
2006, MBIA had admitted assets of$II,3 billion (unaudited), total liabilities of$6.9 billion (unaudited), and
total capital and surplus of $43 billion (unaudited) determined in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities
For further information concerning MBIA, see the consolidated financial statements ofMBIA and its
subsidiaries as of December 31, 2005 and December 31, 2004 and for each ofthe three years in the period
ended December 31,2005, prepared in accordance with generally accepted accounting principles, includcd
in the Annual Report on Form lO-K of the Company for the year ended Decembcr 31, 2005 and the
consolidated financial statements of MBIA and its subsidiaries as of June 30, 2006 and for the six month
periods ended June 30, 2006 and June 30, 2005 included in the Quarterly Report on FOIm lO-Q of the
Company for the period ended June 30, 2006, which are hereby incorporated by reference into this Official
Statement aod shall be deemed to be a part hereof
Copies of the statutory financial statements filed by MBIA with the State of New York Insurance
Department arc available overthe Internet at the Company's web site at http://www,mbiacomandat no cost,
upon request to MBIA at its principal executive offices.
Incorooration of Certain Documents bv Reference
The following documents filed by the Company with the Securities and Exchange Commission (the
"SEell) are incorporated herein by reference:
(I) The Company's Annual Report on Form 10-K for the year ended December 31,2005; and
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
Any documents filcd by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of the Company's most recent Quarterly Report on FOIm
10-Q and prior to the tcImination of the offering of the Series 2006 Bonds offered hereby shall be deemed
to be incorporated by reference in this Official Statement and to be a part hereof. Any statemeot contained
in a document incorporated or deemed to be incorporated by reference herein, or contained in this Official
Statement, shall be deemed to be modified or superseded for purposes of this Official Statement to the exteot
that a statement contained herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part oftbis Official
Statement,
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19
The Company files annual, quarterly and special reports, information statements and other information
with the SEC under File No, 1-9583 Copies of the SEC lilings (including (I) the Company's Annual Report
on Form lO-K for the ye", ended December 31,2005, and (2) the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006) are available (i) over the Internet at the SEC's web site at
bttp://www.sec,gov; (ii) at the SEC's public reference room in Washington D,C; (iii) ovcr thc Intemct at thc
Company's wcb site at http://www.mbia.com; and (Iv) at no cost, upon request to MBIA at its principal
executive offices
The insurance provided by MBlA's Policy is not covered by the Florida Insurance Guaranty
Association created under Chapter 631, Florida Statutes,
THE PLAN OF FINANCING
Purpose of the Series 2006 Bonds
The Series 2006 Bonds are being Issued for the purpose of providing funds, which, together with other
funds available for such purpose, will be sufficient to (I) pay the cost of acquiring, constructing and
equipping various capital improvements described in the capital improvement plan of the City as may be
approved by the City Commission from time to time (2) purchase a surety bond to fund the 2006 Subaccount
ofthe Reserve Fund in an amount equal to the Reserve Fund Requirement for the Series 2006 Bonds and
(3) pay costs and expenses related to the issuance of the Series 2006 Bonds,
The Series 2006 Proiect
A portion of the proceeds of the Series 2006 Bonds will be used to pay the costs of various capital
expenditures of the City as reflected in the City's five-year capital improvement plan ("CIP") or as may be
approved by tbe City Commission from time to time (the "Series 2006 Project"), Tbe Series 2006 Project is
cunently expccted to consist of improvements to recreational facilities ofthe City and the construction and
equipping of a new building to bouse a headquarters for tbe City fire department, a fire station and an
emergency operations center for tbe City The City's five yeur CIP identifies cupitul expenditures in the next
tbree years of over $58 million to be financed linm u variety of sources, including proceeds of the Series
2006 Bonds. None oftbe expenditures identified in the CIP is directly material to the ability of the City to
impose and collect the Public Service Tax Revenues or the Discretionary Communications Services Tax
Revenues.
[Remainder of Page Intentionally Blank]
IS
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20
Estimated Sources and Uses of Funds
The following table sets forth the estimated SOUICCS and uses of funds in connection with thc Scrics
2006 Bonds:
SOURCES OF FUNDS:
Par Amount.
(Original Issuc Discount)
Original Issue Premium..
TOTAL SOURCES:,
USES OF FUNDS:
Deposit to Construction Fund,
Costs ofIssuance'''.
TOTAL USES:, .
(II
Includes, among other items, underwriter's discount, legal fees, municipal bond insurance and debt
service reserve surety premiums and other costs of issuance,
THE CITY
The City is a municipal corporation with an estimated population of approximatcly 66,000 organized
and existing under the laws of the State of Florida. The City is located in Palm Beach County approximately
13 miles south of West Palm Beach and 30 miles north ofFonlauderdale and covers approximately 15
square miles. The City is governed by a Conunission-Manager form of government and employs both a full-
time city manager and a full-time director of finance, who has responsibility for all internal auditing and
financial record keeping operations of the City,
The major segments of the econnmy oflhe area are retail and wholesale trade, real estate, finance,
tourism, agriculture, professional services and light manufacturing, Several light industries are located in
the City, with manufactured products ranging from paper proeessing machinery to electrical switches,
For additional infonnation regarding the City, see "APPENDIX C --Statistical and Other General
Information Conceming the City."
[Remainder of Page Intentionally Blank]
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21
DEBT SERVICE REQUIREMENTS
The following table sets forth the approximate scheduled annual debt service requirements for the
Series 2004 Bonds and the Series 2006 Bonds.
Bond
Year Ending
November I
(inclusive)
Series 2004 Bonds
Debt Service
Series 2006
Bonds
Principal
Series 2006
Bonds
Interest
Series 2006
Bonds
Debt Service
Total
Debt
Service
2006 $1,773,920.00
2007 1,776,320,00
2008 1,780,33250
2009 1,782,745.00
2010 1,786,145,00
2011 1,518,345,00
2012 1,516,84500
2013 1,517,845.00
2014 1,521,095,00
2015 1,521,345,00
2016 1,523,595,00
2017 1,524,295,00
2018 1,521,32000
2019
2020
2021
2022
2023
2024
2025
2026
Total $21,064,147,50
FLOW OF FUNDS
The Resolution establishes the following funds and accounts in addition to the Construction Fund:
(a) the Debt Service Fund;
(b) the Reserve Fund, and the 2004 Subaccount and the 2006 Subaccount therein; and
(c) the Rebate Fund,
Public Service Tax Revenues and Discretionary Communications Services Tax Revenues are
required to be applied pursuant to the Resolution in the following order of priorities: (1) for deposit to the
Debt Service Fund to provide for'payment of principal of, premium, if any, and interest on the Bonds when
due; (2) for required deposits to the Reserve Fund; and (3) for any lawful purpose, See "APPENDIX A _
Form of the Resolution" for further information
17
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22
LITIGATION
In thc opinion of thc City Attorney, no legal proceedings arc pending or thr~atened which materially
affect the City's ability Lo perfonn its obligations to the holders ofthc Series 2006 Bonds or materially affect
the financial condition ofthc City,
Therc is no litigation or controversy of any nature now pending or threatened: (i) to restrain or enjoin
the issuance, sale, execution or delivery ofthe Series 2006 Bonds, or (i1) in any way questioning or attesting
the validity of the Series 2006 Bonds, the Resolution, any proceedings of the City taken with respect to the
authorization, sale or issuance of the Series 2006 Bonds or the pledge or application of Pledged Funds for
the payment of the Series 2006 Bonds,
LEGAL MATTERS
Certain legal matters in connection with the issuan~e of the Series 2006 Bonds are subject to the
approval of Moyle, Flanigan, Katz, Raymond, White & KIasker, PA., West Palm Beach, Florida, Bond
Counsel and Disclosure Counsel to the City, whose unqualified approving opinion will be available at the
time of delivery of the Series 2006 Bonds. The proposed fonn of such opinion of Bond Counsel is attached
hereto as Appendix D, Certain legal matters will be passed upon for the City by Goren, Cherof, Doody &
Ezrol, PA., City Attorneys, Fort Laudcrdale, F101ida, and for the Underwriter by its counsel, Squire, Sanders
& Dempsey LL.P. Counsel to the Underwriter has not been engaged to pass upon the accuracy or
completeness of this Official Statement and has no responsibility to investors with respect thereto, The fees
of Bond Counsel, Disclosure Counscl and the City Attorneys are contingent upon issuance of the Series 2006
Bonds,
TAX EXEMPTION
The Internal Revenue Code of 1986, as amended (the "Code"), provides that the interest on state and
local governmental bonds, such as the Series 2006 Bonds, will not be included in the gross income for federal
income tax pUlposes ofthe owner thereof only if certain requirements are met, some of which must be met
on a continuing basis, subsequent to the issuance and delivery of the Series 2006 Bonds, Although the City
has covenanted to comply with such requirements, non-compUance with such requirements could cause the
interest on the Series 2006 Bonds to be included in gross income fOl federal income tax purposes retroactive
to the date of issue ofthe Serics 2006 Bonds regardless of the date on which such non-compliance OCCUIS
or is ascertained, Those requirements include, but are not limited to, provisions which prescribe yield and
other limits within which the proceeds of the Series 2006 Bonds and other amounts are to be invested and
which require that certain investment earnings on the foregoing be rebated on a periodical basis to the
Treasury DepaItment of the United States
In the opinion of Moyle, Flanigan, Katz, Raymond & Sheehan, PA, West Palm Beach, Florida,
Bond Counsel, under existing law, and assuming continuing compliance with the aforementioned covenants,
interest on the Series 2006 Bonds is excluded ITom gross income of the owners thereof for federal income
tax purposes and is not an item of tax pJeference for purposes of the federal alternative minimum taxes
imposed on individuals and corporations.
The law upon which Bond Counsel is basing their opinion is subject to change by the Congress and
the Department of the Treasury and to subsequent judicial and administrative interpretation. There can be
no assurance that such law or the interpretation thereof will not be changed in a manner which would
adversely affect the tax treatment of ownership of the Series 2006 Bonds,
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23
[The Series 2006 Bonds maturing in the years , are beiog offered and sold in the
initial public offering at an original issue discount ("DID") DID is the difference between thc stated
rcdemption price at maturity (generally the face amount onhe Series 2006 Bonds) and the "issue pricc" of
the Series 2006 Bonds The "issue price" of each maturity of the Series 2006 Bonds is the respective initial
offering prices to the public at which prices a substantial amount of such maturity of the Series 2006 Bonds
was sold. DID represents interest which is excludcd from gross income for fedeml income tax purposes and
which may result in the collateral fedeml tax consequences described below. DID will accrue over the term
of such Series 2006 Bonds at a constant interest rate compounded semi-annually, The portion of DID that
accrues during the time an owner owns a Series 2003 Bond constitutes interest excludable from gross income
for lederal ineome tax purposes and will inerease such purchaser's adjusted basis in such Series 2006 Bonds
for purposes of determining taxable gain or loss on the sale or other disposition of such Series 2006 Bonds.
The federal income tax eoosequences of the purchase, ownership and sale or other disposition of Series 2006
Bonds which are not purchased in the initial offering at the initial offering prices may be determined
according to rules which differ from those described above_ Owners of Series 2006 Bonds should consult
their own tax advisors as to the precise federal income tax and state and local tax consequences of owning
and disposing 01 Series 2006 Bonds.]
[The Series 2006 Bonds maturing in the years , are being offered and sold in the initial
public offering at a premium (the "Premium Bonds"). Section 171 of the Code provides rules under which
a bond premium may be amortized and a deduction allowed for the amount of the amortizable bond premium
for a taxable year. Under Seetion 171(a)(2) of the Code, however, no deduction is allowable for the
amortizable bond premium in the case of the bonds, like the Premium Bonds, the interest on whicb is
exeludable from gross income, Under Section 1 016(a)(5) of the Code, the purchaser's hasis in a Premium
Bond will he reduced by the amount of the amortizable bond premium disallowable as a deduction under
Section 171(a)(1) of tbe Code, Procecds received from the sale, exchange, or otber disposition including
redemption of a Premium Bond in excess of the owner's adjusted basis (as reduced pursuant to Section
1016(a)(5) of the Code) will be treatcd as a gain from the sale or exchange of such Premium Bond and not
as tax-exempt interest, The basis of an original purchaserofa Prcmium Bond who holds such Premium Bond
to maturity will have a basis equal to the principal amount of the Premium Bond and therefore will have no
loss upon receipt of such principal amount.]
[In addition, the Premium Bonds maturing in the years _ were offered at prices in excess of
the principal amount thercof to achieve a yield based upon the date on which such Bonds are subject to
optional redemption by the City (the "Call Date") rather than the maturity date (the "Callable Premium
Bonds"), Under the Code, the excess of the cost basis of a Callable Premium Bond over the amount payable
at the Call Date of the Callable Premium Bond that minimizes the yield to a purchaser of a Callable Premium
Bond (the "Lowest Yield Call Date") (other than for a bondholder who holds a bond as inventory, stock in
trade, or for sale to customers in the ordinary course of business) is generally characterized as "bond
premium" For federal income tax purposes, bond premium is amortized over the period to the Lowest Yield
Call Date of a Callable Premium Bond, A bondholder will therefore be required to decrease his basis in the
Callable Premium Bond by the amount of the amortizable bond premium attributable to each taxable year
he holds such Callable Premium Bond, The amount of the amortizable bond premium attributable to each
taxable year is determined on an actuarial basis at a constant interest rate compounded on each interest
payment date. The amortizable bond premium attributable to a taxable year is not deductible for federal
income tax purposes,]
In addition, in the opinion of Bond Counsel, the Series 2006 Bonds are exempt from all present
intangible personal property taxes presently imposed by the Slate of Florida,
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24
Except as stated above, Bond Counsel expresses no opinion as to any other tax consequences of
acquiring, carrying, owning or disposing of thc Series 2006 Bonds Prospective purchasers of the Series
2006 Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal
income tax consequences to financial institutions, property and casualty insurance companies. individual
recipients of Social Security or Railroad Rctirement benefits, taxpayers who may be deemed to have incurred
or continued indebtedness to purchase or carry tax-exempt obligations, foreign corporations doing business
in tbe Unitcd States and Subchapter S corporations with passive investment income, Prospective purchasers
falling within any of these categodes should consult their own tax advisors os to the applicability of these
consequences,
RATINGS
Moody's Investors Service ("Moody's") and Standard and Poor's Ratings Services, a division of The
McGraw-Hili Companies ("S&P") arc expected to assign to the Series 2006 Bonds their municipal bond
ratings of (i) Aaa and AAA, respectively, with the understanding that upon delivery of the Series 2006
Bonds, a policy insuring the payment when due of the principal of and interest on the Series 2006 Bonds (the
"Policy") will be issued by MBIA and (ii) A2 and A, respectively, without regard to the Policy The ratings
assigned to the Series 2006 Bonds by any rating agency reflect only the views of the rating agency, and an
explanation of the significance of the ratings may be obtained only from the rating agency The ratings are
not a recommendation to buy, sell or hold the Series 2006 Bonds and there is no assurance that such ratings
will remain in effect for any given period of time or that they will not be revised downward or withdrawn
entirely if, in the judgment of the rating agency, circumstances so warranl. Any downward revision or
withdrawal of such ratings may have an adverse effect on the market price of the Series 2006 Bonds Neither
the UnderwIiter nor the City have undertaken responsibility to bring to the attention of the holders of the
Series 2006 Bonds any proposed revision or withdrawal ofthe ratings ofthe Series 2006 Bonds, otto oppose
any proposed revision or withdrawal
UNDERWRITING
Raymond James & Associates, Inc. (the "Underwriter") has agreed, subject to certain customary
conditions precedent, to purchase the Series 2006 Bonds from the City at 0 price of $
(representing the original principal amount of the Series 2006 Bonds less original issue discount of
$ , plus original issue premium of $ and Icss underwriter's discount of
$ ), and to reoffer the Series 2006 Bonds at the prices or yields shown on the cover hereof If
obligated to purchase any of the Series 2006 Bonds, the Underwriter will he obligated to purchase all ofthe
Series 2006 Bonds, The Series 2006 Bonds may be offered and sold to certain dealers, dealer banks, and
banks acting as agent (including underwriters and other dealers depositing the Series 2006 Bonds into
investment trusts) and others at prices lower than the public offering price stated on the cover hereof, and
such public offering prices and other selling terms may be changed from time to time by the Underwrirer
FINANCIAL ADVISOR
RBC Dain Rauscher Inc. doing business under the name RBC Capital Markets served as independent
financial advisor to the City and has acted in such capacity with respect to the sale and issuance of the Series
2006 Bonds The Financial Advisor assisted in matters relating to the planning. structuring and issuance of
the Series 2006 Bonds, RBC Capital Markets did not engage in any underwriting activities with regard to
20
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25
the issuance and sale ofthc Series 2006 Bonds RBC Capital Markets may assist the City in bidding certain
investments on behalf ofthe City whieh may result in additional fees being paid to RBC Capital Markets
FINANCIAL STATEMENTS
The audited general purpose financial statements of the City for thc fiscal year ended September 30,
2005 are included in Appendix B attaebed hereto. Sueb excerpts from tbe City's Comprebensive Annual
Finaneial Report, including tbe auditor's report, bave been included in tbis Official Statement as public
documents and consent fmlTl the auditors was not requested
CONTINUING DISCLOSURE
Pursuant to tbe Resolution, tbe City has covenanted and agreed that, so long as any ofthe Ser ies 2006
Bonds remain outstanding, it will provide, in a manner consistent with Rule 15c2-12 of the Securities and
E,xcbange Commission (tbe "Rule") (a) to each nationally recognized municipal securities information
repository ("NRMSIR") and to tbe appropriate depository designated by the State of Florida ("SID") if any,
(i) on or before one year after each fiscal year of the City ending on or after September 30,2006 finaneial
information and operating data of the City for the preceding fiscal ycar of the type included in this Official
Statement under the caption "SECURlTY AND SOURCES OF PAYMENT- Tbe Public Scrvice Tax and
The Discretionary Communications Services Tax," and, (ii) ifnot submitted as part oflhe annual financial
information pursuant to (i), above, then, when and if available, audited financial statements of the City
prepared in accordance with generally accepted accounting principles; (b) in a timely manner, to each
NRMSIR or the Municipal Securities Rulemaking Board ("MSRB"), and to tbe appropriate SID, if any,
written notice of the occunence of any of the following events with respect to the Series 2006 Bonds, if
material: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii)
unscheduled draws on debt services reserves reflecting financial difficulties; (iv) unschedulcd draws on
credit enhancements reflecting financial dilliculties; (v) substitution of credit or liquidity providers, or their
failure to perform; (vi) adverse tax opinion or events affecting the tax-exempt status of the security; (vii)
modifications to rights of security holders; (viii) any call ofthe Series 2006 Bonds forredemption otberthan
mandatory sinking fund redemptions of term Series 2006 Bonds; (ix) defeasances; (x) release, substitution,
or sale of property securing the repayment of the securities; (xi) rating changes; and (xii) any change in the
fiscal year of the City; and (c) in a timely manner, to each NRMSIR or tbe MSRB, and to the appropriate
SID, if any, written notice of a failure of tbe City to provide the annual financial information described in
(a)(i) above, on or before the date specified above, and (d) any other information required to be disclosed
to any person to whom it is required to be disclosed by the Rulc_
The City also covenanted to promptly provide a copy of the above information to the Paying Agent
(if not the City), eacb Insurer and the Underwriter, The City shall provide such information to any requesting
Holder of the Series 2006 Bonds and any requesting Beneficial Owner of the Series 2006 Bonds, provided
that the City shall be entitled to charge such requesting Holder or Beneficial Owner an amount sullicient to
reimburse itself for costs incurred for copying and shipping such information, For purposes ofthe Rule, the
term "Beneficial Owner" means any person which (i) has the power~ directly or indirectly, to vote or consent
witb respect to, or to dispose of ownership of, any Series 2006 Bonds (including persons balding Series 2006
Bonds through nominees, depositories or other intermediaries) or (ii) is treated as the owner ofthe Series
2006 Bonds fnr fedeml income tax purposes.
The foregoing covenants run to the benefit of the Unde.writer, the Holders and the Beneficial
Owners, However, failure by tbe City to meet the covenants described herein shall not be deemed to
21
**DRAFT**
26
constitute an Evcnt of Dcfault or a brcach of aoy othcr covenant under thc Resolution, and thc solc remedy
for such a default or breach shall bc as dcscribcd in thc next paragraph
The Holder of any Serics 2006 Bond or any Beneticial Owner may eithcr at law or in cquity, by suit,
action, mandamus or other proceeding in any court of competcntjurisdiction, protcct and enforce any and
all rights described under this caption and may enforce and compel the perfonnance ofall duties requircd
to be performed by thc City or by any officers thereof and described under this caption Notwithstanding
the foregoing, the enforcement of the covenants contemplated hereby shall not affect the validity Or
cnforceability of the Scries 2006 Bonds.
Notwithstanding any other provisions ofthe Resolution, the provisions of the Resolution described
above may bc amended only as follows: (a) the amcndment may only be made in cnnncction with a change
in circumstances that arises from a change in legal requirements. change in law, or change in the identity.
nature or status of the City or the type of business conducted by the City; (b) the provisions of the Resolution,
as amended, would have complied with the requiremcnts of the Rule as in effect as of the date of issuance
of the Serics 2006 Bonds, after taking into account any amendments or interpretations of the Rule, as well
as any change in circumstances; and (c) the amendment does not materially impair the intcrest ofthe Holders
and/or Beneticial Owners as detennined by an opinion of nationally recognized bond counsel delivered to
the City, or by approving vote of the Holders or the Beneficial Owners of at least a majority of the
outstanding principal amount of thc Series 2006 Bonds at the time of tbe amendment. In the cvent of any
amendment to the Resolution, the annual tinancial informatinn provided subsequent to such amendment shall
explain, in narrative form, thc reasons for the amendment and the impact of the change in the type of
operating data or tinancial information being provided by the City, If the amendment affects the accounting
principles to be followed in preparing financial statements ofthe City, the annual tinancial infonnation for
the year in which the change is made must present a comparison between the tinancial statements or
information prepared on thc basis of the ncw accounting principles and those prepared on the basis of the
former accounting principles, The comparison must include a qualitativc discussion of the differences in the
accounting principles and the impact of the change in the accounting principles on the presentation of thc
tinancial information, in order to providc infonnation to investors to enable them to evaluate the ability of
the City to meet its obligations To the extent reasonably feasible, tbe comparison sbould also be
quantitative, A notice of the change in the accounting principles must be sent to each NRMSIR or the MSRB
and the appropriate SID, if any
The City has complied with all of its continuing disclosure undcrtakings in connection with its
previous bond issues,
MISCELLANEOUS
The summaries of and references to all documents, statutes, reports and other instruments referred
to be rein do not purport to be complcte, 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. The
information herein bas been compiled from official and other sources and, while not guaranteed by the City,
is believed to be correct. So far as any statements made in this Official Statement and the appendices
attached hercto involve matters of opinion or of estimates, whether or not expressly statcd, tbey are set forth
as such and not as representations of fact, and no representation is made that any of the estimates will be
realized
22
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27
AUTHORIZATION OF OFFICIAL STATEMENT
This Official Statement has been duly authorized and approved by the City,
CITY OF BOYNTON BEACH, FLORIDA
By:
City Manager
23
. "DRAFT""
EXHIBIT D
COMMITMENT FOR MUNICIPAL BOND INSURANCE
MBIA
COMMITMENT TO ISSUE A
FINANCIAL GUARANTY INSURANCE POLICY
Application No.: 2006-006535-001
Sale Date: September, 2006(t)
Program Type: Negotiated DP
Re: $19,340,000 (Est.) City of Boynton Beach, Florida, Public Service Tax Revenue Bonds,
Series 2006
(the "Obligations")
This commitment to issue a financial guaranty insurance policy (the "Commitment")
dated August 31, 2006, constitutes an agreement between CITY OF BOYNTON BEACH (the
"Applicant") and MBIA Insurance Corporation (the "Insurer"), a stock insurance company
incorporated under the laws of the State of New York.
Based on an approved application dated August 30, 2006, the Insurer agrees, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (ii) on the date of delivcry of and payment for the Obligations, a financial guaranty insurance
policy (the "Policy") for the Obligations, insuring the payment of principal of and interest on the
Obligations when due. The issuance of the Policy shall be subject to the following terms and
conditions:
I, Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date
of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
.3840% of Total Debt Service, premium rounded to the nearest thousand. The prcmium set out
in this paragraph shall be the total premium required to be paid on the Policy issued pursuant to
this Commitment.
2. The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3. There shall have been no material adverse change in the Obligations or the
Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance
of the Obligations or in the final official statement or other similar document, including the
financial statements included therein.
4. There shall have been no material adverse change in any information submitted to
the Insurer as a pa11 of the application or subsequently submitted to be a part of the application
to the Insurer.
5. No event shall have occurred which would allow any underwriter or any other
purchaser of the Obligations not to be required to purchase the Obligations at closing.
6. A Statement of Insurance satisfactory to the Insurer shall be printed on the
Obligations,
7. Prior to the delivery of and payment for the Obligations, none of the information or
documents submitted as a part of the application to the Insurer shall be determined to contain
any untrue or misleading statement of a material fact or fail to state a material fact required to
be stated therein or necessary in order to make the statements contained therein not misleading,
MBIA
8, No material adverse change affecting any sccurity for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations.
9. The Insurer's "Payments Under the Policy/Other Required Provisions" (see
attached) shall be included in the authorizing document.
10, The Applicant agrees not to use the Insurer's name in any public document
including, without limitation, a press release or presentation, announcement or forum without the
Insurer's prior consent. In the event that the Applicant is advised by counsel that it has a legal
obligation to disclose the Insurer's name in any press release, public announcement or other
public document, the Applicant shall provide the Insurer with at least three (3) business days'
prior written notice of its intent to use the Insurer's name together with a copy of the proposed
use of the Insurer's name and of any description of a transaction with the Insurer and shall obtain
the Insurer's prior consent as to the form and substance of the proposed use of the Insurer's name
and any such description,
11. This Commitment may be signed in counterpart by the parties hereto.
12. Compliance with the Insurer's General Document Provisions (see attached),
Dated this 31st day of August, 2006.
By
Assistant Secretary
CITY OF BOYNTON BEACH
By:
Title:
MBIA
GENERAL DOCUMENT PROVISIONS
A. Notice to the Insurer The basic legal documents must provide that any notices required to
be given by any party should also be given to the Insurer, Attn: Insured Portfolio
Management.
B. Amendments. In the basic legal document, there are usually two methods of amendment.
The first, which typically does not require the consent of the bondholders, is for
amendments which will cure ambiguities, correct formal defects or add to the security of
the financing. The second, in which bondholder consent is a prerequisite, covers the more
substantive types of amendments. For all financings, the Insurer must be given notice of
any amendments that are of the first type and the Insurer's consent must be required for all
amendments of the second type. All documents must contain a provision which requires
copies of any amendments to such documents which are consented to by the Insurer to be
scnt to Standard & Poor's.
C. Supplemental Legal Document. ]f the basic legal document provides for a supplemental
legal document to be issued for reasons other than (1) a refunding to obtain savings; or (2)
the issuance of additional bonds pursuant to an additional bonds test, there must be a
requiremcnt that the Insurer's consent also bc obtained prior to the issuance of any
additional bonds and/or execution of such supplemental legal document.
D, Events of Default and Remedies. All documents normally contain provisions which define
the events of default and which prescribe the remedies that may be exercised upon the
occurrence of an event of default. At a minimum, events of default will be defined as
follows:
1, the issuer/obligor fails to pay principal when due;
2. the issuer/obligor fails to pay interest when due;
3. the issuer/obligor fails to observe any other covenant or condition of the document
and such failure continues for 30 days and
4. the issuer/obligor declares bankruptcy.
The Insurer, acting alone, shall have the right to direct all remedies in the event of a default. The
Insurer shall be recognized as the registered owner of each bond which it insures for the purposes
of exercising all rights and privileges available to bondholders. For bonds which it insures, the
Insurer shall have the right to institute any suit, action, or proceeding at law or in equity under
the same terms as a bondholder in accordance with applicable provisions of the governing
documents. Other than the usual redemption provisions, any acceleration of principal payments
must be subject to the Insurer's prior written consent.
E. Defeasance requires the deposit of:
1. Cash
2. U.S, Treasury Certificates, Notes and Bonds (including State and Local Government
Series n " SLGs")
3. Direct obligations of the Treasury which have been stripped by the Treasury itself,
CA TS, TIGRS and similar securities
MBIA
4. Resolution Funding Corp. (REFCORP) Only the interest component of REF CORP
strips which have been stripped by request to the Federal Reserve Bank of New York
in book entry fonn are acceptable.
5. Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If
however, the issue is only rated by S&P (i.e" there is no Moody's rating), then the
pre-refunded bonds must have becn pre-refunded with cash, direct U,S. Or U,S.
guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this
condition.
6. Obligations issued by the following agencies which are backed by the full faith and
credit of the U.S,
a. U.S. Export-]mport Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c, Federal Financing Bank
d, General Services Administration
Participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S, government guaranteed debentures
U.S, Public Housing Notes and Bonds - U.S. government guaranteed public
housing notes and bonds
The Insurer shall be provided with an opinion of counsel acceptable to the Insurer that the
Obligations have been legally defeased and that the escrow agreement establishing such
defeasance operates to legally defease the Obligations within the meaning of the Indenture and
the Supplemental Indenture relating to the Obligations. ]n addition, the Insurer will be entitled to
receive (i) 15 business days notice of any advance refunding of the Obligations and (ii) an
accountant's report with respect to the sufficiency of the amounts deposited in escrow to defease
the Obligations.
F. Agents:
I. ]n transactions where there is an agent/enhancer (other than the Insurer), the trustee,
tender agent (if any), and paying agent (if any) must be commercial banks with trust
powers,
2, The remarketing agent must have trust powers if they are responsible for holding
moneys or receiving bonds, As an alternative, the documents may provide that if the
remarketing agent is removed, resigns or is unable to perfonn its duties, the trustee
must assume the responsibilities of remarketing agent until a substitute acceptable to
the Insurer is appointed.
EXHIBIT E
COMMITMENT FOR SURETY BOND
MBIA
COMMITMENT TO ISSUE A
DEBT SERVICE RESERVE SURETY BOND
Application No.: 2006-006535-002
Sale Date: September, 2006(t)
Program Type: Negotiated DP
RE: $1,934,000 (Est.) Debt Service Reserve Fund for the $19,340,000 (Est.) City of Boynton
Beach, Florida, Public Service Tax Revenue Bonds, Series 2006
(the "Obligations")
This commitment to issue a debt service reserve surety bond (the "Commitment")
constitutes an agreement between CITY OF BOYNTON BEACH (the "Applicant"), and MB1A
Insurance Corporation (the "Insurer"), a stock insurance company incorporated under the laws of
the State of New York.
Based on an approved application dated August 30, 2006, the Insurer agrecs, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (ii) on the date of delivery of and payment for the Obligations, a debt service reserve surety
bond (the "Surety Bond"), for the Obligations, guaranteeing the payment to the issuer of up to
$1,934,000 (Est.) on the Obligations, The issuance of the Surety Bond shall be subject to the
following telms and conditions:
I. Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date
of delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
1. 95% of the Total Surety Bond Amount, premium rounded to the nearest thousand, The
premium set out in this paragraph shall be the total premium required to be paid on the Policy
issued pursuant to this Commitment.
2. The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3. There shall have been no material adverse change in the Obligations or the
Resolution, Bond Ordinance, Trust Indenture or other official document authorizing the issuance
of the Obligations or in the final official statement or other similar document, including the
financial statements included therein.
4. There shall have been no material adverse change in any information submitted to
the Insurer as a pa11 of the Application or subsequently submitted to be a part of the Application
to the Insurer.
5. No event shall have occurred which would allow any underwriter or any other
purchaser of the Obligations not to be required to purchase the Obligations at closing.
6. Prior to the delivery of and payment for the Obligations, none of the information or
documents submitted as a part of the Application to the Insurer shall be determined to contain
any untrue or misleading statement of a material fact or fail to state a material fact required to be
stated therein or necessary in order to make the statements contained therein not misleading.
7, No material adverse change affecting any security for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations.
8, This Commitment may be signed in counterpart by the parties hereto.
MBIA
9. Compliance with the Insurer's Term Sheet for Debt Service Reserve Fund Program
(see Attachment A).
Dated this 31 st day of August, 2006.
~ Forpf;:;;~
JjA'J~) (IJ4J
By
Assistant Secretary
CITY OF BOYNTON BEACH
By:
Title:
MBIA
(Attachment A)
TERM SHEET FOR DEBT SERVICE RESERVE FUND PROGRAM
Introduction
The Insurer can, under certain circumstances, issue a debt service reserve fund surety bond
(the "Surety Bond"), to be used as a replacement for a cash funded reserve, in any amount up to
the full amount of the debt service reserve fund requirement.
The Insurer requires that the issuer and/or the underlying obligor of the bonds enter into a
Financial Guaranty Agreement with the Insurer providing for, among other things, the
reimbursement to the Insurer of amounts drawn under the Surety Bond. A sample draft of such
an agreement is attached.
The Insurer will undertake its standard credit analysis of the issuer and/or obligor which
may result in requests for modifications of the structure or certain provisions of the bond
documents, These changes would be in addition to the specific changes required in all
financings where a Surety Bond will be issued (see Required Terms below).
The Surety Bond may be structured to provide debt service reserve fund replacement for the
current issue of bonds and any other debt issued on a parity therewith. However, in all cases, thc
Surety Bond will expirc on the final maturity date of the current issue.
The program criteria are subject to change by the Insurer.
General Terms
Provision should be made in the bond documents for the creation of a debt service reserve
fund and there should be a requirement to maintain that fund at a certain level. It should also be
provided that this requirement may be satisfied by cash or a qualified surety bond or a
combination of these two (Note: A "qualified suretv bond" means a suretv bond issued bv an
insurance companv rated in the highest rating catel].orv bv Standard & Poor's and Moodv's and.
if rated bv A.M. Best & Companv, must also be rated in the highest rating categorv by A.M,
Best & Company).
In those instances where the issuance of parity debt will cause the debt service reserve fund
requirement to increase, the Insurer requires that at the time of issuance of such parity debt,
either cash or a qualified surety bond be provided so that the increased requirement will be
satisfied.
In any event where the debt service reserve fund contains both an the Insurer Surety Bond
and cash, the Insurer requires that the cash be drawn down completely before any demand is
made on the Surety Bond. ]n any event where the debt service reserve fund contains a surety
bond from another entity and an INSURER Surety Bond, the documents should provide for a
pro-rata draw on each of the surety bonds,
With regard to replenishment, any available monies, as defined in the Indenture or
Resolution, should be used first to reimburse the Insurer, thereby reinstating the Surety Bond,
and second to replenish the cash in the debt service reserve fund.
The rate covenant should be expanded so that, in addition to all other coverage requirements,
there are sufficient monies available to pay all amounts owed to the Insurer under the terms of
the Financial Guaranty Agreement.
The City of Boynton Beach
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City Clerk's Office
100 E BOYNTON BEACH BLVD
BOYNTON BEACH FL 33435
(561) 742-6060
FAX: (561) 742-6090
e-mail: prainitoj@ci.boynton-beach.fl.u5
www.boynton-beach.org
MEMORANDUM
TO: Jim Cherof
City Attorney
FROM: Janet M. Prainito
City Clerk
DATE: September 20,2006
SUBJECT": R06-157 - Public Service Tax Revenue Bonds
Attached for your signature is the original Resolution authorizing issuance of Public
Service Tax Bonds, Series 2006. Once this original Resolution is signed, please return it
to my office for further processing.
Thank you.
~'tn.P~
Attachment
S:\CC\WPIAFTER COMMISSJOMDepartmental Transmittals\2006\City Attorney.R06-/57 - Public Service Tax Revenue Bonds.doc
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