HomeMy WebLinkAboutCity of Tamarac Resolution R-2018-059TEMP RESO. #13115
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2018
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $19,000,000
IN AGGREGATE PRINCIPAL AMOUNT CITY OF TAMARAC, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018 FOR THE
PURPOSE OF FINANCING AND/OR REIMBURSING THE COST OF
ACQUIRING, DESIGNING, CONSTRUCTING, RECONSTRUCTING AND
EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS OF THE CITY,
INCLUDING WITHOUT LIMITATION CAPITAL IMPROVEMENTS TO THE
CITY'S SOUND WALLS, FIRE STATION AND. PARKS AND RECREATION;
COVENANTING TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE
NON -AD VALOREM REVENUES TO PROVIDE FOR THE PAYMENT
THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE
BENEFIT OF THE HOLDERS OF SUCH BONDS; AUTHORIZING CERTAIN
OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS
REQUIRED IN CONNECTION WITH THE SALE, ISSUANCE AND DELIVERY
OF SUCH BONDS; TAKING CERTAIN OTHER ACTIONS WITH RESPECT TO
SUCH BONDS; AUTHORIZING AND APPROVING THE NEGOTIATED SALE
OF SUCH BONDS TO THE UNDERWRITERS NAMED HEREIN SUBJECT TO
THE TERMS AND CONDITIONS CONTAINED HEREIN; APPROVING THE
FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND EXECUTION AND DELIVERY OF A FINAL
OFFICIAL STATEMENT; AUTHORIZING CERTAIN OFFICIALS TO DEEM
FINAL THE PRELIMINARY OFFICIAL STATEMENT FOR PURPOSES OF
SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12; APPROVING
THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A
BOND PURCHASE AGREEMENT; APPOINTING THE PAYING AGENT AND
REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT
AGREEMENT; PROVIDING CERTAIN OTHER MATTERS RELATING TO THE
SERIES 2018 BONDS; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILTTY; AND PROVIDING FOR AN EFFECTIVE DATE.
TABLE OF CONTENTS
ARTICLE I GENERAL.......................................................................................
SECTION 1.01. DEFINITIONS...........................................................
SECTION 1.02. AUTHORITY FOR RESOLUTION .........................
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT..
SECTION 1.04. FINDINGS.................................................................
SECTION 105 THE PROJECT
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ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS ...11
SECTION 2.01.
AUTHORIZATION OF BONDS...................................................................11
SECTION 2.02.
DESCRIPTION OF BONDS...........................................................................12
SECTION 2.03.
APPLICATION OF BOND PROCEEDS......................................................13
SECTION 2.04.
EXECUTION OF BONDS..............................................................................13
SECTION 2.05.
AUTHENTICATION.....................................................................................13
SECTION 2.06.
TEMPORARY BONDS...................................................................................14
SECTION 2.07.
BONDS MUTILATED, DESTROYED, STOLEN OR LOST......................14
SECTION 2.08.
TRANSFER......................................................................................................14
SECTION 2.09.
BOOK ENTRY.................................................................................................16
SECTION 2.10.
FORM OF PURCHASE CONTRACT..........................................................17
SECTION 2.11.
FORM OF BONDS..........................................................................................17
ARTICLE III REDEMPTION OF BONDS.............................................................................................25
SECTION 3.01. PRIVILEGE OF REDEMPTION....................................................................25
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED............................................25
SECTION 3.03. NOTICE OF REDEMPTION.........................................................................25
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS...............................................26
SECTION 3.05. PAYMENT OF REDEEMED BONDS..........................................................26
ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF..............................27
SECTION 4.01.
BONDS NOT TO BE INDEBTEDNESS OF ISSUER..................................27
SECTION 4.02.
BONDS SECURED BY PLEDGE OF PLEDGED FUNDS ..........................27
SECTION 4.03.
CONSTRUCTION FUND..............................................................................29
SECTION 4.04.
FUNDS AND ACCOUNTS...........................................................................29
SECTION 4.05.
FLOW OF FUNDS..........................................................................................29
SECTION 4.06.
INVESTMENTS...............................................................................................30
SECTION 4.07.
SEPARATE ACCOUNTS...............................................................................30
ARTICLE V OTHER OBLIGATIONS AND COVENANTS OF ISSUER..........................................31
SECTION 5.01. ANTI -DILUTION TEST.................................................................................31
SECTION 5.02. BOOKS AND RECORDS...............................................................................31
SECTION5.03. ANNUAL AUDIT...........................................................................................32
SECTION 5.04. NO IMPAIRMENT.........................................................................................32
SECTION 5.05. FEDERAL INCOME TAX COVENANTS...................................................32
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ARTICLE VI DEFAULTS AND REMEDIES.........................................................................................33
SECTION 6.01. EVENTS OF DEFAULT.................................................................................33
SECTION 6.02. REMEDIES.......................................................................................................33
SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS ......... 34
SECTION 6.04. REMEDIES CUMULATIVE...........................................................................34
SECTION 6.05. WAIVER OF DEFAULT.................................................................................34
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT.....................................34
ARTICLE VII SUPPLEMENTAL RESOLUTIONS...............................................................................35
SECTION 7.01. SUPPLEMENTAL RESOLUTIONS WITHOUT BONDHOLDERS'
CONSENT.......................................................................................................35
SECTION 7.02. SUPPLEMENTAL RESOLUTIONS WITH BONDHOLDERS' CONSENT
36
ARTICLE VIII MISCELLANEOUS........................................................................................................37
SECTION 8.01.
DEFEASANCE................................................................................................37
SECTION 8.02.
PRELIMINARY AND FINAL OFFICIAL STATEMENT ..........................39
SECTION 8.03.
SALE OF BONDS............................................................................................39
SECTION 8.04.
PAYING AGENT AND REGISTRAR..........................................................39
SECTION 8.05.
DISCLOSURE DISSEMINATION AGENT AGREEMENT ......................39
SECTION 8.06.
GENERAL AUTHORITY...............................................................................40
SECTION 8.07.
INTERESTED PARTIES.................................................................................40
SECTION 8.08.
NO PERSONAL LIABILITY..........................................................................40
SECTION 8.09.
SEVERABILITY OF INVALID PROVISIONS.............................................40
SECTION 8.10.
REPEAL OF INCONSISTENT RESOLUTIONS.........................................40
SECTION 8.11.
EFFECTIVE DATE..........................................................................................42
LIST OF EXHIBITS
EXHIBIT A - THE PROJECT DESCRIPTION
EXHIBIT B - FORM OF PURCHASE CONTRACT
EXHIBIT C - FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT
EXHIBIT D - FORM OF PRELIMINARY OFFICIAL STATEMENT
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BE IT RESOLVED BY THE CITY COMMISSION OF CITY OF TAMARAC, FLORIDA AS
FOLLOWS:
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the following
terms shall have the following meanings, unless the context clearly otherwise requires:
"Act" shall mean the Constitution of the State of Florida, Chapter 166, Florida Statutes, as
amended, the municipal charter of the Issuer, and other applicable provisions of law.
"Amortization Installment" shall mean an amount designated as such by the Issuer
pursuant to the terms of Section 2.02 hereof and established with respect to any Term Bonds.
"Annual Debt Service" shall mean, with respect to any Bond Year, the aggregate amount
of (1) all interest required to be paid on the Outstanding Bonds during such Bond Year, except
to the extent that such interest is to be paid from deposits in the Construction Fund or the
Interest Account made from Bond proceeds, (2) all principal of Outstanding Serial Bonds
maturing in such Bond Year, and (3) all Amortization Installments designated as provided
herein with respect to such Bond Year.
"Authorized Issuer Officer" shall mean any person authorized by this Resolution to
perform such act or sign such document.
'Blanket Letter' shall mean the Blanket Issuer Letter of Representation delivered by the
Issuer on August 22, 1997, and received and accepted by The Depository Trust Company
("DTC") in order to induce DTC to act as securities depository for the Bonds.
"Bond Amortization Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Bond Counsel" shall mean Bryant Miller Olive P.A. or any attorney at law or firm of
attorneys, of nationally recognized standing in matters pertaining to the exclusion from gross
income for federal income tax purposes of interest on obligations issued by states and political
subdivisions, and duly admitted to practice law before the highest court of any state of the
United States of America.
'Bond Year' shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, unless otherwise provided by
Supplemental Resolution.
'Bondholder' or "Holder' or "holder' or any similar term, when used with reference to a
Bond or Bonds, shall mean any person who shall be the registered owner of any Outstanding
Bond or Bonds as provided in the registration books of the Issuer.
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'Bonds" shall mean the City of Tamarac, Florida Capital Improvement Revenue Bonds,
Series 2018 issued pursuant to this Resolution.
"City Attorney" shall mean the City Attorney or any Assistant City Attorney of the
Issuer, or such other person as may be duly authorized by the Issuer to act on his or her behalf.
"City Clerk" shall mean the City Clerk of the Issuer, or any deputy City Clerk of the
Issuer, or such other person as may be duly authorized by the Issuer to act on his or her behalf.
"City Commission" shall mean the City Commission of the Issuer or the board or body
succeeding to its principal functions.
"City Manager" shall mean the City Manager of the Issuer, or any deputy City Manager
of the Issuer, or such other person as may be duly authorized by the Issuer to act on his or her
behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable
regulations and rules thereunder in effect or proposed.
"Construction Fund" shall mean the City of Tamarac Capital Improvement Revenue
Bonds, Series 2018 Construction Fund established pursuant to Section 4.03 hereof.
"Cost" when used in connection with the Project, shall mean (1) the Issuer's cost of
physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land
and interests therein and the costs of the Issuer incidental to such acquisition; (4) the cost of any
indemnity and surety bonds and premiums for insurance during construction; (5) all interest
due to be paid on the Bonds and other obligations relating to the Project during the construction
period of such Project and for a reasonable period thereafter; (6) engineering, legal and other
consultant fees and expenses; (7) costs and expenses incidental to the issuance of the Bonds for
up to one year, including legal and financial advisory fees and expenses and the fees and
expenses of any auditors, Paying Agent, Registrar or depository; (8) payments, when due
(whether at the maturity of principal or the due date of interest or upon redemption) on any
indebtedness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of
machinery or equipment required by the Issuer for the commencement of operation of such
Project; (10) capitalized interest funded from the proceeds of the Bonds, if any; or (11) any other
costs properly attributable to such construction, acquisition, or equipping, as determined by
generally accepted accounting principles and shall include reimbursement to the Issuer for any
such items of Cost heretofore paid by the Issuer. Any Supplemental Resolution may provide
for additional items to be included in the aforesaid Costs.
"Debt" means at any date (without duplication) all of the following to the extent that
they are secured by or payable in whole or in part from any Non -Ad Valorem Revenues (A) all
obligations of the Issuer for borrowed money or evidenced by bonds, debentures, notes or
similar instruments; (B) all obligations of the Issuer to pay the deferred purchase price of
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property or services, except trade accounts payable under normal trade terms and which arise
in the ordinary course of business; (C) all obligations of the Issuer as lessee under capitalized
leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by,
Non -Ad Valorem Revenues of the Issuer; provided, however, if with respect to any obligation
contemplated in (A), (B), or (C) above, to which the Issuer has covenanted to budget and
appropriate sufficient Non -Ad Valorem Revenues to satisfy such obligation but has not secured
such obligation with alien on or pledge of any Non -Ad Valorem Revenues then, and with
respect to any obligation contemplated in (D) above, such obligation shall not be considered
"Debt" for purposes of this Resolution unless the Issuer has actually used Non -Ad Valorem
Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably
expects to use Non -Ad Valorem Revenues to satisfy such obligation in the current or
immediately succeeding Fiscal Year. If an obligation is considered "Debt" as a result of the
proviso set forth in the immediately preceding sentence, it shall continue to be considered
'Debt" until the Issuer has not used any Non -Ad Valorem Revenues to satisfy such obligation
for two (2) consecutive Fiscal Years.
'Debt Service Fund" shall mean the City of Tamarac Capital Improvement Revenue
Bonds, Series 2018 Debt Service Fund established pursuant to Section 4.04 hereof.
'Defeasance Securities" means:
(1) Cash;
(2) U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series - "SLGs");
(3) Direct obligations of the Treasury which have been stripped by the Treasury
itself, CATS, TIGRS and similar securities;
(4) The interest component of Resolution Funding Corp. ("REFCORP") strips which
have been stripped by request to the Federal Reserve Bank of New York in book entry form 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 been pre -refunded with cash, direct U.S. or U.S. guaranteed obligations, or
AAA rate 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.
U.S. Export -Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
b. Farmers Home Administration (FmHA)
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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
"Director of Financial Services" shall mean to Director of Financial Services of the Issuer,
or such other person as may be duly authorized by the Issuer to act on his or her behalf.
"Disclosure Dissemination Agent Agreement" shall mean the agreement between the
Dissemination Agent and the Issuer entered in connection with the issuance of the Bonds.
"Dissemination Agent" shall mean Digital Assurance Certification, L.L.C. or such other
dissemination agent duly appointed by the Issuer.
"Financial Advisor" shall mean Larson Consulting Services, LLC or such other financial
advisor as may be duly appointed by the Issuer.
"Fiscal Year" shall mean the period commencing on October 1 of each year and
continuing through the next succeeding September 30, or such other period as may be
prescribed by law.
"Governmental Fund Revenues" shall mean total revenues of the Issuer derived from
any source whatsoever and that are allocated and accounted for in the "governmental funds' as
shown in the annual audited financial statements of the Issuer for the applicable FiscalYear.
"Interest Account" shall mean the separate account in the Debt Service Fund established
pursuant to Section 4.04 hereof.
"Interest Date" shall be such date or dates for the payment of interest on the Bonds as
shall be provided for herein.
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"Issuer" or "City" shall mean City of Tamarac, Florida, a body politic and corporate,
organized and existing under the laws of the State of Florida, including the Act.
"Maximum Annual Debt Service" shall mean the maximum Annual Debt Service to
come due during any Bond Year of the Issuer on the Outstanding Bonds.
"Mayor" shall mean the Mayor of the Issuer, or in his or her absence, the Vice Mayor of
the Issuer, or such other person as may be duly authorized by the Issuer to act on his or her
behalf.
"Non -Ad Valorem Revenues" shall mean all Governmental Funds Revenues, other than
revenues generated from ad valorem taxation on real or personal property, which are legally
available to make the payments required herein.
"Outstanding" when used with reference to Bonds and as of any particular date, shall
describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any
Bond in lieu of which another Bond or other Bonds have been issued under an agreement to
replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in
exchange for another Bond or other Bonds under Sections 2.06 and 2.08 hereof, and (3) Bonds
canceled after purchase in the open market or because of payment at or redemption prior to
maturity, and (4) Bonds deemed paid in accordance with Section 8.01 hereof.
"Paying Agent" shall mean the paying agent for Bonds appointed by or pursuant to
Section 8.04 hereof and its successors or assigns, and any other Person which may at any time
be substituted in its place pursuant to this Resolution.
"Permitted Investments" shall mean any legal investment under the laws of the State and
the investment policy of the Issuer.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean (1) Non -Ad Valorem Revenues budgeted and appropriated
by the Issuer in accordance with Section 4.02 hereof and deposited into the Debt Service Fund,
and (2) until applied in accordance with the provisions of this Resolution, all moneys, including
the investments thereof, in the funds and accounts established hereunder, with the exception of
the Rebate Fund.
"Principal Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Project" shall mean the capital improvements to the Issuer's sound walls, fire station
and parks and recreation as more particularly described in Exhibit A, and such other municipal
capital improvements as shall be approved by the City Commission and as shall not cause the
Issuer to violate its covenants and obligations hereunder, including, without limitation, all
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property rights, appurtenances, easements, franchises and equipment relating thereto and
deemed necessary or convenient for the acquisition, design, construction, reconstruction and
equipping thereof.
"Purchase Contract" shall mean the Bond Purchase Agreement, the form of which is
attached hereto as Exhibit 'B" and approved pursuant to Section 2.10 hereof.
"Rebate Amount" means the excess of the future value, as of a computation date, of all
receipts on nonpurpose investments (as defined in Section 1.148-1(b) of the Income Tax
Regulations) over the future value, as of that date, of all payments on nonpurpose investments,
all as provided by regulations under the Code implementing Section 148 thereof.
"Rebate Fund" shall mean the City of Tamarac Capital Improvement Revenue Bonds,
Series 2018 Rebate Fund established pursuant to Section 5.05 hereof.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Registrar" shall mean the registrar for the Bonds appointed by or pursuant to Section
^
8.4 hereof and its successors and assigns, and any other Person which may at any time be
substituted in its place pursuant to this Resolution.
"Resolution" shall mean this Resolution, as the same may from time to time be amended,
modified or supplemented by Supplemental Resolution.
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution adopted and becoming effective in accordance with the terms of
Sections 7.01 and 7.02 hereof.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds hereby
and which are subject to mandatory redemption by Amortization Installments.
"Underwriters" shall mean, collectively, Stifel, Nicolaus & Company, Incorporated, RBC
Capital Markets, LLC and UBS Financial Services, Inc.
The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms, shall
refer to this Resolution; the term heretofore shall mean before the date of adoption of this
Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution.
Words importing the masculine gender include every other gender.
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Words importing the singular number include the plural number, and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted
pursuant to the provisions of the Act.
SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold
the same from time to time, the provisions of this Resolution shall be a part of the contract of the
Issuer with the Holders of the Bonds and shall be deemed to be and shall constitute a contract
between the Issuer and the Holders from time to time of the Bonds. The pledge made in this
Resolution and the provisions, covenants and agreements herein set forth to be performed by or
on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of
any and all of said Bonds. All of the Bonds, regardless of the time or times of their issuance or
maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds
over any other thereof except as expressly provided in or pursuant to this Resolution.
SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared:
(1) That the Issuer deems it necessary, desirable and in the best interests of the
Issuer and its citizens and to serve a public purpose that the Project be acquired, designed,
constructed, reconstructed and equipped.
(2) That the Project shall be financed and/or reimbursed with the proceeds of the
Bonds, together with certain other legally available funds of the Issuer, if any.
(3) That in order to preserve and protect the public health, safety and welfare of the
inhabitants of the Issuer, it is necessary and desirable to acquire, design, construct, reconstruct
and equip the Project.
(4) That the estimated Non -Ad Valorem Revenues, after satisfying funding
requirements for obligations having an express lien on or pledge thereof and after satisfying
any funding requirements for essential governmental services of the Issuer which are not
funded by ad valorem taxation, will be sufficient to pay the principal of and interest on the
Bonds, as the same become due, and to make all other payments provided for in this
Resolution.
(5) That the principal of and interest on the Bonds and all other payments provided
for in this Resolution will be paid solely from the Pledged Funds; and the ad valorem taxing
power of the Issuer will never be necessary to pay the principal of and interest on the Bonds
and, except as otherwise provided herein, the Bonds shall not constitute a lien upon any
property of the Issuer.
(6) That due to the willingness of the Underwriters to purchase the Bonds at market
interest rates favorable to the Issuer and the critical importance of timing of the sale of the
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Bonds, it is hereby determined that it is in the best interest of the public and the Issuer to sell the
Bonds at a negotiated sale upon meeting the terms and conditions contained herein and in the
Purchase Contract.
(7) That the Issuer expects to receive an offer from the Underwriters to purchase the
Bonds, subject to the terms and conditions contained in the Resolution, herein and set forth in
the Purchase Contract.
(8) That the Issuer desires to sell the Bonds subject to the terms and conditions
contained herein and set forth in the Purchase Contract, and authorize execution and
distribution of the Official Statement in connection with the issuance of the Bonds.
(9) That prior to the execution of the Purchase Contract the Issuer will be provided
all applicable disclosure information required by Section 218.385, Florida Statutes, a copy of
which is attached to or otherwise included as part of the Purchase Contract.
SECTION 1.05. THE PROJECT. The Issuer does hereby authorize the acquisition,
design, construction, reconstruction and equipping of the Project.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION
AND REGISTRATION OF BONDS
SECTION 2.01. AUTHORIZATION OF BONDS. This Resolution authorizes an
issue of Bonds of the Issuer to be designated as "City of Tamarac, Florida, Capital Improvement
Revenue Bonds, Series 2018" in an aggregate principal amount of not to exceed $19,000,000 for
the purpose of financing and/or reimbursing the Cost of acquiring, designing, constructing,
reconstructing and equipping of the Project, including paying certain costs of issuance incurred
with respect thereto and any capitalized interest related thereto; provided the Issuer may
change such Series designation in the event that the Bonds are not issued in calendar year 2018.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution, be
issued with such further appropriate particular designations added to or incorporated in such
title for the Bonds as the Issuer may determine.
The Bonds shall bear interest at such rate or rates not exceeding the maximum rate
permitted by law; and shall be payable in lawful money of the United States of America on such
dates; all as determined hereunder.
The Bonds shall be issued in denominations of $5,000 or integral multiples thereof, in
such form, whether coupon or registered; shall be dated such date; shall bear such numbers;
shall be payable at such place or places; shall contain such redemption provisions; shall have
such Paying Agent and Registrar; and shall mature in such years and amounts; all as
determined hereunder.
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The Bonds shall be issued under and secured by this Resolution and shall be executed
and delivered in the manner as set forth in this Resolution, with such additional changes and
insertions therein as conform to the provisions of the Purchase Contract, and such execution
and delivery shall be conclusive evidence of the approval thereof by such officers.
SECTION 2.02. DESCRIPTION OF BONDS. (1) The Bonds shall be issued as
fully registered Bonds; shall be numbered consecutively from one upward in order of maturity
preceded by the letter "R"; shall bear interest at a rate or rates not exceeding the maximum rate
allowed by Florida law, payable in such manner and on such dates; shall consist of such
amounts of Serial Bonds and Term Bonds; maturing in such amounts or Amortization
Installments and in such years; shall be payable in such place or places; shall have such Paying
Agent and Registrar; and shall contain such redemption provisions; all as hereinafter described.
(2) The principal of or Redemption Price, if applicable, on the Bonds are payable
upon presentation and surrender of the Bonds at the designated office of the Paying Agent.
Interest payable on any such Bond on any Interest Date will be paid by check or draft of the
Paying Agent to the Holder in whose name such Bond shall be registered at the close of
business on the date which shall be the fifteenth day (whether or not a business day) of the
calendar month next preceding such Interest Date, or, unless otherwise provided by
Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of
such Holder, by bank wire transfer for the account of such Holder. In the event the interest --
payable on any such Bond is not punctually paid or duly provided for by the Issuer on such
Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond shall
be registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice to such Holder, not less than ten days preceding such special
record date. All payments of principal of or Redemption Price, if applicable, and interest on the
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.
(3) The Issuer hereby delegates to the Mayor and the City Manager the authority (a)
to determine (i) the dated date, (ii) the maturity dates and amounts, (iii) the interest rates and
Interest Dates, (iv) the redemption features, (v) the Amortization Installments for the Term
Bonds, if any, (vi) the delivery date, and (vii) all other details of the Bonds; and (b) to take such
further action as shall be required for carrying out the purposes of this Resolution, all with
respect to the Bonds; and (c) to execute and deliver, on behalf of the Issuer, the Purchase
Contract as provided in Section 2.10 hereof; provided, however, that the Mayor and the City
Manager shall not take any action pursuant to this Section 2.02 unless the Mayor and the City
Manager shall have received an offer from the Underwriters to purchase the Bonds and such
information as the Mayor and the City Manager shall deem necessary in order to demonstrate
that (i) the aggregate principal amount of the Bonds is not in excess of $19,000,000, (ii) the final
maturity of the Bonds is not later than October 1, 2048, (iii) the true interest cost rate shall not
exceed 5.00%, and (iv) the underwriting discount is not greater than 0.50% of the original
principal amount of the Bonds.
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(4) All actions of the Mayor and the City Manager taken pursuant to the authority
contained in Section 2.02(3) above shall be evidenced by the execution of the Purchase Contract
by the Mayor and the City Manager, which shall constitute complete evidence of the actions of
the Mayor and the City Manager in accordance with this Section and shall constitute official
action of the Issuer.
SECTION 2.03. APPLICATION OF BOND PROCEEDS. Except as otherwise
provided by Supplemental Resolution, the proceeds derived from the sale of the Bonds,
including accrued interest, if any, and premium, if any, together with legally available funds of
the Issuer, if any, shall, simultaneously with the delivery of the Bonds to the purchaser or
purchasers thereof, be applied by the Issuer as follows:
(1) Accrued interest, if any, shall be deposited in the Interest Account and shall be
used only for the purpose of paying the interest which shall thereafter become due on the
Bonds.
(2) The balance of the proceeds of the Bonds shall be deposited in the Construction
Fund to be used to pay Cost of the Project, including but not limited to the costs of issuance of
the Bonds and any capitalized interest related thereto.
SECTION 2.04. EXECUTION OF BONDS. The Bonds shall be signed by, or bear
the facsimile signature of the Mayor and the City Manager, shall be attested by or bear the
facsimile signature of the City Clerk and shall be approved as to form by the manual or
facsimile signature of the City Attorney. The official seal of the Issuer shall be imprinted on
each Bond. In case any one or more of the officers who shall have signed or sealed any of the
Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the
Issuer before the Bonds so signed and sealed have been actually sold and delivered, such Bonds
may nevertheless be sold and delivered as herein provided and may be issued as if the person
who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed
and sealed on behalf of the Issuer by such person who at the actual time of the execution of such
Bond shall hold the proper office of the Issuer, although, at the date of such Bond, such person
may not have held such office or may not have been so authorized. The Issuer may adopt and
use for such purposes the facsimile signatures of any such persons who shall have held such
offices at any time after the date of the adoption of this Resolution, notwithstanding that either
or both shall have ceased to hold such office at the time the Bonds shall be actually sold and
delivered.
SECTION 2.05. AUTHENTICATION. No Bond shall be secured hereunder or be
entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be
manually endorsed on such Bond a certificate of authentication by the Registrar or such other
entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be
conclusive evidence that such Bond has been duly authenticated and delivered under this
Resolution. The form of such certificate shall be substantially in the form provided in Section
2.11 hereof.
TEMP RESO. #13115
PAGE 14
SECTION 2.06. TEMPORARY BONDS. Until the definitive Bonds are prepared,
the Issuer may execute, in the same manner as is provided in Section 2.04 hereof, and deliver,
upon authentication by the Registrar pursuant to Section 2.05 hereof, in lieu of definitive Bonds,
but subject to the same provisions, limitations and conditions as the definitive Bonds, except as
to the denominations thereof, one or more temporary Bonds substantially of the tenor of the
definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations
authorized by the Issuer by Supplemental Resolution, and with such omissions, insertions and
variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall
prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the
surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder
thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal
amount and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary
Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds
issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another
temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith canceled by the
Registrar.
SECTION 2.07. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its
discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as
the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated
Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for
the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar
proof of such Holder's ownership thereof and satisfactory indemnity and complying with such
other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and
paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered or
otherwise substituted shall be canceled by the Registrar. If any of the Bonds shall have matured
or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or
cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost,
stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.07 shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent
as all other Bonds issued hereunder.
SECTION 2.08. TRANSFER. Bonds, upon surrender thereof at the office of the
Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by
the Holder thereof or such Holder's attorney duly authorized in writing, may, at the option of
the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds
of the same maturity of any other authorized denominations.
TEMP RESO. #13115
PAGE 15
The Bonds issued under this Resolution shall be and have all the qualities and incidents
of negotiable instruments under the commercial laws and the Uniform Commercial Code of the
State, subject to the provisions for registration and transfer contained in this Resolution and in
the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall maintain and
keep, at the office of the Registrar, books for the registration and transfer of the Bonds.
Each Bond shall be transferable only upon the books of the Issuer, at the office of the
Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof
in person or by such Holder's attorney duly authorized in writing upon surrender thereof
together with a written instrument of transfer satisfactory to the Registrar duly executed and
guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of any
such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a
new Bond or Bonds of the same aggregate principal amount and Series and maturity as the
surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer
may deem and treat the Person in whose name any Outstanding Bond shall be registered upon
the books of the Issuer as the absolute holder of such Bond, whether such Bond shall be overdue
or not, for the purpose of receiving payment of, or on account of, the principal or Redemption
Price, if applicable, and interest on such Bond and for all other purposes, and all such payments
so made to any such Holder or upon such Holder's order shall be valid and effectual to satisfy
and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither
the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be
affected by any notice to the contrary.
The Registrar, in any case where it is not also the Paying Agent in respect to the Bonds,
forthwith (A) following the fifteenth day prior to an Interest Date; (B) following the fifteenth
day next preceding the date of first mailing of notice of redemption of any Bonds; and (C) at any
other time as reasonably requested by the Paying Agent, shall certify and furnish to such
Paying Agent the names, addresses and holdings of Bondholders and any other relevant
information reflected in the registration books. Any Paying Agent of any fully registered Bond
shall effect payment of interest on such Bonds by mailing a check or draft to the Holder entitled
thereto or may, in lieu thereof, upon the request and at the expense of such Holder, transmit
such payment by bank wire transfer for the account of such Holder.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is
exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Bonds in
accordance with the provisions of this Resolution. Execution of Bonds in the same manner as is
provided in Section 2.04 hereof for purposes of exchanging, replacing or transferring Bonds
may occur at the time of the original delivery of the Bonds. All Bonds surrendered in any such
exchanges or transfers shall be held by the Registrar in safekeeping until directed by the Issuer
to be canceled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the
Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other
governmental charge required to be paid with respect to such exchange or transfer. The Issuer
and the Registrar shall not be obligated to make any such exchange or transfer of Bonds during
TEMP RESO. #13115
PAGE 16
the fifteen days next preceding an Interest Date on the Bonds, or, in the case of any proposed
redemption of Bonds, then during the fifteen days next preceding the date of the first mailing of
notice of such redemption and continuing until such redemption date.
SECTION 2.09. BOOK ENTRY. The Blanket Letter was entered into by the Issuer
with The Depository Trust Company ('DTC"). It is intended that the Bonds be registered so as to
participate in a global book -entry system with DTC as set forth herein and in such Blanket Letter.
The terms and conditions of such Blanket Letter shall govern the registration of the Bonds. The
Bonds shall be initially issued in the form of a single fully registered Bond for each maturity. Upon
initial issuance, the ownership of such Bonds shall be registered by the Registrar in the name of
Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. So long as any Bond is registered in the name of DTC (or its
nominee), the Issuer, the Registrar and the Paying Agent may treat DTC (or its nominee) as the sole
and exclusive holder of such Bonds registered in its name, and all payments with respect to the
principal or redemption price of, if any, and interest on such Bond ("Payments") and all notices
with respect to such Bond ("Notices") shall be made or given, as the case may be, to DTC.
Transfers of Payments and delivery of Notices to DTC Participants shall be the responsibility of
DTC and not of the Issuer, subject to any statutory and regulatory requirements as may be in effect
from time to time. Transfers of Payments and delivery of Notices to beneficial holders of the
Bonds by DTC Participants shall be the responsibility of such participants, indirect participants
and other nominees of such beneficial holders and not of the Issuer, subject to any statutory and
regulatory requirements as may be in effect from time to time.
Upon (1) (a) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the Outstanding Bonds be registered in the registration
books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best
interest of the beneficial holders of the Bonds or (ii) to the effect that DTC is unable or unwilling to
discharge its responsibilities and no substitute depository willing to undertake the functions of
DTC hereunder can be found which is willing and able to undertake such functions upon
reasonable and customary terms, (b) termination, for any reason, of the agreement among the
Issuer, the Registrar and Paying Agent and DTC evidenced by the Blanket Letter, or (c)
determination by the Issuer that such book -entry only system should be discontinued by the
Issuer, and (II) compliance with the requirements of any agreement between the Issuer and DTC
with respect thereto, the Bonds shall no longer be restricted to being registered in the registration
books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered
in whatever name or names Holders shall designate, in accordance with the provisions hereof. In
such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange Bonds
consistent with the terms hereof, in denominations of $5,000 or any integral multiple thereof to the
Holders thereof. The foregoing notwithstanding, until such time as participation in the book -entry
only system is discontinued, the provisions set forth in the Blanket Letter shall apply to the
registration and transfer of the Bonds and to Payments and Notices with respect thereto.
TEMP RESO. #13115
PAGE 17
SECTION 2.10. FORM OF PURCHASE CONTRACT. Subject to the terms and
conditions of Section 2.02 hereof, the Bonds may be sold in a negotiated sale to the Underwriters
upon the terms and conditions set forth in this Resolution and in the Purchase Contract, the form
of which is attached hereto as Exhibit 'B" and incorporated by reference. The form of the Purchase
Contract is hereby approved by the Issuer (such approval indicating the recognition of the Issuer
that the conditions precedent in the Purchase Contract and Section 2.02 hereof have been met or
will be met prior to the delivery of the Bonds). Upon satisfaction of the conditions contained in
this Resolution, including Section 2.02 hereof, the Purchase Contract shall be executed and
delivered by the Mayor and the City Manager, shall be attested by the City Clerk and shall be
approved as to form by the manual signature of the City Attorney in substantially the form
attached hereto as Exhibit 'B" (with such changes and filling of blanks as shall be approved by the
Mayor and the City Manager). All of the provisions of the Purchase Contract, when executed and
delivered by the Issuer as authorized herein shall be deemed to be part of this instrument as fully
and to the same extent as if incorporated verbatim herein. The execution and delivery of the
Purchase Contract to be conclusive evidence of the approval thereof.
SECTION 2.11. FORM OF BONDS. The text of the Bonds shall be in
substantially the following form with such omissions, insertions and variations as may be
necessary and/or desirable and approved by the Mayor prior to the issuance thereof (which
necessity and/or desirability and approval shall be presumed by the Issuer's delivery of the
Bonds to the purchaser or purchasers thereof):
TEMP RESO. #13115
PAGE 18
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF BROWARD
CITY OF TAMARAC, FLORIDA
CAPITAL IMPROVEMENT REVENUE BOND,
SERIES 2018
Interest Rate Maturity Date Date of Original Issue CUSIP
% 2018
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that City of Tamarac, Florida, a body politic
and corporate organized and existing under the laws of the State of Florida (the "Issuer"), for
value received, hereby promises to pay, solely from the Pledged Funds hereinafter described, to
the Registered Holder identified above, or registered assigns as hereinafter provided, on the
Maturity Date identified above, the Principal Amount identified above and interest on such
Principal Amount from the Date of Original Issue identified above or from the most recent
interest payment date to which interest has been paid at the Interest Rate per annum identified
above on October 1 and April 1 of each year commencing 1, 2018 until such
Principal Amount shall have been paid, except as the provisions hereinafter set forth with
respect to redemption prior to maturity may be or become applicable hereto.
The principal of and redemption premium, if applicable, on this Bond is payable upon
presentation and surrender of this Bond at the designated office of U.S. Bank National
Association, Jacksonville, Florida, as Paying Agent. Interest payable on this Bond on any
interest date will be paid by check or draft of the Paying Agent to the Registered Holder in
whose name this Bond shall be registered at the close of business on the date which shall be the
fifteenth day (whether or not a business day) of the calendar month next preceding such interest
payment date, or, at the option of the Paying Agent, and at the request and expense of such
Registered Holder, by bank wire transfer for the account of such Registered Holder. In the
event the interest payable on this 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 Registered Holder in
whose name this Bond shall be registered at the close of business on a special record date for the
payment of such defaulted interest as established by notice to such Registered Holder, not less
than ten days preceding such special record date. All payments of principal of and redemption
premium, if applicable, and interest on this Bond shall be payable in any coin or currency of the
TEMP RESO. #13115
PAGE 19
United States of America which at the time of payment is legal tender for the payment of public
and private debts.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to maturity date,
interest rate, denomination and number, issued for the purpose of financing and/or reimbursing
the Cost of the acquiring, designing, constructing, reconstructing and equipping of certain
capital improvements to the Issuer's sound walls, fire station, parks and recreation, and other
municipal improvements as shall be approved by the City Commission, under the authority of
and in full compliance with Chapter 166, Florida Statutes, the Constitution of the State of
Florida, the municipal charter of the Issuer and other applicable provisions of law (the "Act"),
and Resolution No. R-2018-_duly adopted by the City Commission of the Issuer on
2018, as may be amended and supplemented from time to time (the 'Resolution"),
and is subject to the terms and conditions of the Resolution. Capitalized undefined terms used
herein shall have the meanings ascribed thereto in the Resolution.
The Bonds and the interest thereon are payable solely from and secured by an
irrevocable pledge of the Pledged Funds. Pledged Funds consist of (1) Non -Ad Valorem
Revenues budgeted and appropriated by the Issuer in accordance with Section 4.02 of the
Resolution and deposited into the Debt Service Fund, and (2) until applied in accordance with
the provisions of the Resolution, all moneys, including the investments thereof, in the funds and
accounts established under the Resolution, with the exception of the Rebate Fund. The Issuer
has covenanted and has agreed to appropriate in its annual budget for each Fiscal Year
sufficient amount of Non -Ad Valorem Revenues for the payment of principal of and interest on
the Bonds in each Fiscal Year, and to make certain other payments required by this Resolution,
subject to the limitations described in this Resolution. Reference is made to this Resolution for
more complete description of the security for the Bonds.
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS BOND THAT
THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA, OR ANY
POLITICAL SUBDIVISION THEREOF, ARE NOT PLEDGED TO THE PAYMENT OF THE
PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THIS BOND AND THAT SUCH
HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF
ANY TAXING POWER OF THE ISSUER, THE STATE OF FLORIDA, OR ANY POLITICAL
SUBDIVISION THEREOF, TO THE PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND
INTEREST ON THIS BOND, FOR PAYMENT OF ANY AMOUNTS PAYABLE UNDER THE
RESOLUTION, OR IN ORDER TO MAINTAIN ANY SERVICES OR PROGRAMS THAT
GENERATE NON -AD VALOREM REVENUES. THIS BOND AND THE OBLIGATION
EVIDENCED HEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE
ISSUER, BUT SHALL CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY
FROM, THE PLEDGED FUNDS.
TEMP RESO. #13115
PAGE 20
This Bond is transferable in accordance with the terms of this Resolution only upon the
books of the Issuer kept for that purpose at the designated corporate trust office of the Registrar
by the Registered Holder hereof in person or by such Holder's attorney duly authorized in
writing, upon the surrender of this Bond together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney
duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate
principal amount shall be issued to the transferee in exchange therefor, and upon the payment
of the charges, if any, therein prescribed. The Bonds are issuable in the form of fully registered
Bonds in the denominations of $5,000 and integral multiples thereof, not exceeding the
aggregate principal amount of the Bonds maturing on the same date. The Issuer, the Registrar
and any Paying Agent may treat the Registered Holder of this Bond as the absolute holder
hereof for all purposes, whether or not this Bond shall be overdue, and shall not be affected by
any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any
exchange or transfer of the Bonds during the fifteen days next preceding an interest payment
date, or in the case of any proposed redemption of the Bonds, then, during the fifteen days next
preceding the date of the first mailing of notice of such redemption.
[INSERT REDEMPTION PROVISIONS]
Notice of redemption, unless waived, is to be given by the Registrar by mailing an
official redemption notice by registered or certified mail at least 30 days and not more than 60
days prior to the date fixed for redemption to the Registered Holders of the Bonds to be
redeemed at such Bondholders' addresses shown on the registration books maintained by the
Registrar or at such other addresses as shall be furnished in writing by such Registered Holders
to the Registrar; provided, however, that no defect in any such notice to any Registered Holder
of Bonds to be redeemed nor failure to give such notice to any such Registered Holder nor
failure of any such Registered Holder to receive such notice shall in any manner defeat the
effectiveness of a call for redemption as to all other Registered Holders of Bonds to be
redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the redemption price), such Bonds or portions of Bonds shall cease to bear
interest.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Bond, exist, have
happened and have been performed, in regular and due form and time as required by the laws
and Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds
does not violate any constitutional or statutory limitations or provisions.
Neither the members of the City Commission of the Issuer nor any person executing this
Bond shall be liable personally hereon or be subject to any personal liability or accountability by
reason of the issuance hereof.
TEMP RESO. #13115
PAGE 21
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF, the City of Tamarac, Florida has caused this Bond to be
executed in its name by the manual signature of its Mayor and City Manager, attested by the
manual signature of its City Clerk, and approved as to form by the manual signature of its City
Attorney, and its seal to be to be affixed, impressed, imprinted, lithographed or reproduced
hereon, all as of this day of 2018.
(SEAL)
ATTESTED:
By:
Name: Patricia A. Teufel, CMC
Title: City Clerk
CITY OF TAMARAC, FLORIDA
By:
Name: Harry Dressler
Title: Mayor
By:
Name: Michael C. Cernech
Title: City Manager
APPROVED AS TO FORM:
Bv:
Name: Samuel S. Goren
Title: City Attorney
TEMP RESO. #13115
PAGE 22
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within -mentioned Resolution.
DATE OF AUTHENTICATION:
[REGISTRAR],
Registrar
Authorized Officer
TEMP RESO. #13115
PAGE 23
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Insert Social Security or Other
Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint as
attorneys to register the transfer of the said Bond on the books kept for registration thereof with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Holder as it appears upon the face of the within
Bond in every particular, without alteration or
enlargement or any change whatever and the
Social Security or other identifying number of such
assignee must be supplied.
TEMP RESO. #13115
PAGE 24
The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
as joint tenants with right of survivorship
JT TEN - and not as tenants in common
UNIF TRANS MIN ACT --
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in the list above.
TEMP RESO. #13115
PAGE 25
ARTICLE III
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. The Bonds shall be subject to
optional and/or mandatory redemption at the times and in the amounts provided by the
Purchase Contract.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds shall
be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The
Issuer shall, at least sixty (60) days prior to the redemption date (unless a shorter time period
shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the
principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of
the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be
redeemed shall be selected not more than forty-five (45) days prior to the redemption date by
the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer
by such method as the Registrar shall deem fair and appropriate and which may provide for the
selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and
integral multiples thereof. Notwithstanding the foregoing, in the event that less than the entire
principal amount of a Term Bond is to be optionally redeemed, the Issuer shall determine how
the principal amount of such refunded Term Bond is to be allocated to the Amortization
Installments for the Term Bond and shall notify the Paying Agent and Registrar of such
allocation.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption
and, in the case of any Bond selected for partial redemption, the principal amount thereof to be
redeemed.
SECTION 3.03. NOTICE OF REDEMPTION. Unless waived by any Holder of
Bonds to be redeemed, notice of any redemption made pursuant to this section shall be given by
the Registrar on behalf of the Issuer by mailing a copy of an official redemption notice by
registered or certified mail at least thirty (30) days and not more than sixty (60) days prior to the
date fixed for redemption to each Holder of Bonds to be redeemed at the address of such
Holder shown on the registration books maintained by the Registrar or at such other address as
shall be furnished in writing by such Holder to the Registrar; provided, however, that no defect
in any notice given pursuant to this Section to any Holder of Bonds to be redeemed nor failure
to give such notice shall in any manner defeat the effectiveness of a call for redemption as to all
other Holders of Bonds to be redeemed.
TEMP RESO. #13115
PAGE 26
Every official notice of redemption shall be dated and shall state:
(1) the redemption date,
(2) the Redemption Price,
(3) if less than all Outstanding Bonds are to be redeemed, the number (and, in the
case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed,
(4) that, on the redemption date, the Redemption Price will become due and payable
upon each such Bond or portion thereof called for redemption, and that interest thereon shall
cease to accrue from and after said date, and
(5) that such Bonds to be redeemed, whether as a whole or in part, are to be
surrendered for payment of the Redemption Price at the designated office of the Registrar.
Prior to any redemption date, the Issuer shall deposit with the Registrar an amount of
money sufficient to pay the Redemption Price of all the Bonds or portions of Bonds which are to
be redeemed on that date.
The Issuer may provide that a notice of redemption may be contingent upon the
occurrence of condition(s) and that if such condition(s) do not occur, the notice will be ---
rescinded; provided notice of such rescission shall be mailed in the manner described herein to
all Bondholders as soon as practicable after the Issuer has determined to rescind the
redemption.
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond which is
to be redeemed only in part shall be surrendered at any place of payment specified in the notice
of redemption (with due endorsement by, or written instrument of transfer in form satisfactory
to, the Registrar duly executed by, the Holder thereof or such Holder's attorney duly authorized
in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the
Holder of such Bond, without service charge, a new Bond or Bonds, of the same interest rate
and maturity, and of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bonds so surrendered.
SECTION 3.05. PAYMENT OF REDEEMED BONDS. Notice of redemption
having been given substantially as aforesaid, the Bonds or portions of Bonds so to be redeemed
shall, on the redemption date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Issuer shall default in the payment of the
Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender
of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the
Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. All
Bonds which have been redeemed shall be canceled by the Registrar and shall not be reissued.
TEMP RESO. #13115
PAGE 27
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. THE
BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS
OF THE ISSUER AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE ISSUER,
PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE
PLEDGED FUNDS. NO HOLDER OF ANY BOND SHALL EVER HAVE THE RIGHT TO
COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH BOND,
FOR THE PAYMENT OF ANY AMOUNTS PAYABLE HEREUNDER, OR IN ORDER TO
MAINTAIN ANY SERVICES OR PROGRAMS THAT GENERATE NON -AD VALOREM
REVENUES, OR BE ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF
THE ISSUER EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED
HEREIN.
SECTION 4.02. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS.
(1) The Issuer covenants and agrees to appropriate in its annual budget, by
amendment if necessary, for each Fiscal Year in which the Bonds remain Outstanding, sufficient
amounts of Non -Ad Valorem Revenues into the Debt Service Fund for the payment of principal
of and interest on the Bonds and to make certain other payments required hereunder in each
such Fiscal Year. Such covenant and agreement on the part of the Issuer shall be cumulative
and shall continue until all payments of principal of and interest on the Bonds shall have been
budgeted, appropriated, deposited and actually paid. The Issuer agrees that this covenant and
agreement shall be deemed to be entered into for the benefit of the Holders of the Bonds and
that this obligation may be enforced in a court of competent jurisdiction in accordance with the
remedies set forth herein. No lien upon or pledge of such budgeted Non -Ad Valorem Revenues
shall be in effect until such monies are budgeted, appropriated and deposited as provided
herein. Notwithstanding the foregoing or any provision of this Resolution to the contrary, the
Issuer does not covenant to maintain or continue any activities, services or programs now
maintained or provided by the Issuer, including those programs and services which generate
user fees, regulatory fees or other Non -Ad Valorem Revenues. This covenant and agreement
shall not be construed as a limitation on the ability of the Issuer to pledge all or a portion of
such Non -Ad Valorem Revenues or to covenant to budget and appropriate Non -Ad Valorem
Revenues for other legally permissible purposes. Nothing herein shall be deemed to pledge ad
valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned by
the Issuer and no Holder of Bonds or other person may compel the levy of ad valorem taxes on
real or personal property within the boundaries of the Issuer for the payment of the Issuer's
obligations hereunder or to maintain any activities, services or programs now maintained or
provided by the Issuer, including those programs and services which generate user fees,
regulatory fees or other Non -Ad Valorem Revenues.
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However, this covenant to budget and appropriate in its annual budget for the purposes
and in the manner stated herein has the effect of making available for the payment of the Bonds
the Non -Ad Valorem Revenues of the Issuer in the manner provided herein and placing on the
Issuer a positive duty to appropriate and budget, by amendment if necessary, and deposit
amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the
restrictions of Section 166.241, Florida Statutes, which make it unlawful for any municipality to
expend moneys not appropriated and in excess of such municipality's current budgeted
revenues. The obligation of the Issuer to make such payments from its Non -Ad Valorem
Revenues is subject in all respects to the payment of obligations secured by a pledge of such
Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt
service on bonds and other debt instruments) and funding requirements for essential public
purposes affecting health, welfare and safety of the inhabitants of the Issuer; however, such
obligation is cumulative and would carry over from Fiscal Year to Fiscal Year. The Issuer has
previously and, subject to Section 5.01 hereof, may hereafter provide a covenant to budget and
appropriate Non -Ad Valorem Revenues as a source of security, and/or pledge one or more of
such Non -Ad Valorem Revenues to provide for the payment of obligations (including debt
obligations) incurred by the Issuer. No priority of payment among such obligations is
established when a covenant to budget and appropriate Non -Ad Valorem Revenues is used as a
source of security for the payment thereof.
Such covenant to budget and appropriate does not create any lien upon or pledge of
such Non -Ad Valorem Revenues until such funds are deposited in the Debt Service Fund
established pursuant to Section 4.04 hereof, nor does it preclude the Issuer from pledging in the
future or covenanting to budget and appropriate in the future its Non -Ad Valorem Revenues,
nor does it require the Issuer to levy and collect any particular Non -Ad Valorem Revenues, nor
does it give the Holders of the Bonds a prior claim on the Non -Ad Valorem Revenues as
opposed to claims of general creditors of the Issuer. The payment of the debt service of all of
the Bonds issued hereunder shall be secured forthwith equally and ratably by a pledge of and a
lien upon the Pledged Funds, as now or hereafter constituted. The Issuer does hereby
irrevocably pledge such Pledged Funds to the payment of the principal of and interest on the
Bonds issued pursuant to this Resolution, and the Issuer does hereby irrevocably agree to the
deposit of Non -Ad Valorem Revenues into the Debt Service Fund at the times provided of the
sums required to secure to the Holders of the Bonds issued hereunder, and the payment of the
principal of and interest thereon when due. The Pledged Funds shall immediately be subject to
the lien of this pledge without any physical delivery thereof or further act, and the lien of this
pledge shall be valid and binding as against all parties having claims of any kind in tort,
contract or otherwise against the Issuer.
(2) Until applied in accordance with this Resolution, the Non -Ad Valorem Revenues
deposited by the Issuer in the Debt Service Fund and other amounts on deposit from time to
time in the funds and accounts established pursuant to Section 4.04 hereof, plus any earnings
thereon, shall be pledged to the repayment of the Bonds.
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SECTION 4.03. CONSTRUCTION FUND. The Issuer covenants and agrees to
establish a separate fund to be known as the "City of Tamarac Capital Improvement Revenue
Bonds, Series 2018 Construction Fund," which shall be used only for payment of the Cost of the
Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a
Project in accordance with the provisions hereof, shall be held in trust by the Issuer and shall be
subject to alien and charge in favor of the Holders of the Bonds and for the further security of
such Bondholders.
SECTION 4.04. FUNDS AND ACCOUNTS. The Issuer covenants and agrees to
establish a separate fund to be known as the "City of Tamarac Capital Improvement Revenue
Bonds, Series 2018 Debt Service Fund" (the "Debt Service Fund"). The Issuer shall maintain in
the Debt Service Fund three accounts: the "Interest Account," the 'Principal Account, and the
"Bond Amortization Account". Moneys in the aforementioned funds and accounts, until applied
in accordance with the provisions hereof, shall be subject to alien and charge in favor of the
Bondholders and for the further security of the Bondholders.
SECTION 4.05. FLOW OF FUNDS.
(1) Pursuant to Section 4.02 hereof, Non -Ad Valorem Revenues shall be deposited or
credited at least five (5) business days prior to the applicable due date, in the following manner:
(a) Interest Account. The Issuer shall deposit into or credit to the Interest
Account the sum which, together with the balance in said Account, shall be equal to the
interest on all outstanding Bonds accrued and unpaid and to accrue on such Interest
Date. Moneys in the Interest Account shall be used to pay interest on the Bonds as and
when the same become due, whether by redemption or otherwise, and for no other
purpose.
(b) Principal Account. The Issuer shall deposit into or credit to the Principal
Account the sum which, together with the balance in said Account, shall equal the
portion of the principal on the Outstanding Bonds next due. Moneys in the Principal
Account shall be used to pay the principal of the Bonds as and when the same shall
mature, and for no other purpose.
(c) Bond Amortization Account. The Issuer shall deposit into or credit to the
Bond Amortization Account the sum which, together with the balance in said Account,
shall equal the portion of the Amortization Installments of all Bonds Outstanding next
due. Moneys in the Bond Amortization Account shall be used to purchase or redeem
Term Bonds in the manner herein provided, and for no other purpose. Payments to the
Bond Amortization Account shall be on a parity with payments to the Principal
Account.
(2) On the date established for payment of any principal of or Redemption Price, if
applicable, or interest on the Bonds, the Issuer shall withdraw from the appropriate account of
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the Debt Service Fund sufficient moneys to pay such principal or Redemption Price, if
applicable, or interest and deposit such moneys with the Paying Agent for the Bonds to be paid.
SECTION 4.06. INVESTMENTS. The Construction Fund and the Debt Service
Fund shall be continuously secured in the manner by which the deposit of public funds are
authorized to be secured by the laws of the State. Moneys on deposit in the Construction Fund
and the Debt Service Fund may be invested and reinvested in Permitted Investments maturing
not later than the date on which the moneys therein will be needed. Any and all income
received by the Issuer from the investment of moneys in each account of the Construction Fund,
the Interest Account, the Principal Account, and the Bond Amortization Account shall be
retained in such respective Fund or Account unless otherwise required by applicable law.
Nothing contained in this Resolution shall prevent any Permitted Investments acquired
as investments of or security for funds held under this Resolution from being issued or held in
book -entry form on the books of the Department of the Treasury of the United States.
Permitted Investments shall be valued at cost.
SECTION 4.07. SEPARATE ACCOUNTS. The moneys required to be accounted
for in each of the foregoing funds and accounts established herein may be deposited in a single
account, and funds allocated to the various funds and accounts established herein may be _
invested in a common investment pool, provided that adequate accounting records are
maintained to reflect and control the restricted allocation of the moneys on deposit therein and
such investments for the various purposes of such funds and accounts as herein provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely independent,
self -balancing funds as such term is commonly defined and used in governmental accounting,
but rather is intended solely to constitute an earmarking of certain revenues for certain
purposes and to establish certain priorities for application of such revenues as herein provided.
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ARTICLE V
OTHER OBLIGATIONS AND COVENANTS OF ISSUER
SECTION 5.01. ANTI -DILUTION TEST.
During such time as the Bonds are Outstanding hereunder, the Issuer agrees and
covenants not to incur any Debt unless it demonstrates that Non -Ad Valorem Revenues shall
cover Maximum Annual Debt Service on the Bonds and such Debt by at least 1.5x. The
calculation required in the preceding sentence shall be determined using the average of actual
Non -Ad Valorem Revenues for the prior two Fiscal Years based on the Issuer's annual audited
financial statements for such Fiscal Years.
For the purposes of the covenants contained in this Section 5.01, Maximum Annual Debt
Service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the actual
annual debt service, and, with respect to Debt which bears interest at a variable interest rate,
annual debt service on such Debt shall be determined assuming that interest accrues on such
Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no more
than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing
interest at a fixed or variable interest rate, constitutes Balloon Indebtedness, as defined in the
immediately following sentence, annual debt service on such Debt shall be determined
assuming such Debt is amortized over 25 years on an approximately level debt service basis.
For purposes of the foregoing sentence, "Balloon Indebtedness" means Debt, 25% or more of the
original principal of which matures or is obligated to be repaid during any one Fiscal Year. The
foregoing notwithstanding, for purposes of calculating annual debt service, any Debt which
bears interest at a variable rate with respect to which the Issuer has entered into an interest rate
swap or interest rate cap for a notional amount equal to the principal amount of such variable
rate indebtedness shall be treated for purposes of this Section 5.01 as bearing interest at a fixed
rate equal to the fixed rate payable by the Issuer under the interest rate swap, or the capped rate
provided by the interest rate cap.
With respect to debt service on any Debt with respect to which the Issuer elects to
receive or is otherwise entitled to receive direct subsidy payments from the United States
Department of Treasury, when determining the interest on such Debt for any particular interest
payment date the amount of the corresponding subsidy payment shall be deducted from the
amount of interest which is due and payable with respect to such Debt on the interest payment
date, but only to the extent that the Issuer reasonably believes that it will be in receipt of such
subsidy payment on or prior to such interest payment date. In that case, such direct subsidy
payments shall not be treated as Non -Ad Valorem Revenues to avoid double counting.
SECTION 5.02. BOOKS AND RECORDS. The Issuer shall keep proper books,
records and accounts of the receipt of the Non -Ad Valorem Revenues in accordance with
generally accepted accounting principles, and any Holders of Bonds shall have the right at all
reasonable times to inspect such books, records, accounts and data of the Issuer relating thereto.
The Issuer shall, by each April 301h following the close of each Fiscal Year of the Issuer, cause an
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audit of such books, records and accounts to be made by an independent firm of certified public
accountants.
Copies of each such audit report shall be placed on file with the Issuer and be made
available at reasonable times for inspection by Holders of the Bonds.
SECTION 5.03. ANNUAL AUDIT. The Issuer shall cause the financial statements
of the Issuer to be properly audited by a recognized independent certified public accountant or
recognized independent firm of certified public accountants, and shall require such accountants
to complete their report on the annual financial statements in accordance with applicable law.
Such annual financial statements shall contain, but not be limited to, a balance sheet, a
statement of revenues, expenditures and changes in fund balance, and any other statements as
required by law or accounting convention, and a report by such accountants disclosing any
material default on the part of the Issuer of any covenant or agreement herein which is
disclosed by the audit of the financial statements. The annual financial statements shall be
prepared in conformity with generally accepted accounting principles.
SECTION 5.04. NO IMPAIRMENT. The pledging of the Pledged Funds in the
manner provided herein shall not be subject to repeal, modification or impairment by any
subsequent ordinance, resolution or other proceedings of the City Commission of the Issuer.
SECTION 5.05. FEDERAL INCOME TAX COVENANTS.
(A) The Issuer covenants with the Holders that it shall not use the proceeds of such
Bonds in any manner which would cause the interest on such Bonds to be or become includable
in the gross income of the Holder thereof for federal income tax purposes.
(B) The Issuer covenants with the Holders that neither the Issuer nor any Person
under its control or direction will make any use of the proceeds of such Bonds (or amounts
deemed to be proceeds under the Code) in any manner which would cause such Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code and neither the Issuer nor any
other Person shall do any act or fail to do any act which would cause the interest on such Bonds
to become includable in the gross income of the Holder thereof for federal income tax purposes.
(C) The Issuer hereby covenants with the Holders that it will comply with all
provisions of the Code necessary to maintain the exclusion of interest on such Bonds from the
gross income of the Holder thereof for federal income tax purposes, including, in particular, the
payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code.
(D) There is hereby created and established a fund to be known as the "City of
Tamarac Capital Improvement Revenue Bonds, Series 2018 Rebate Fund," and a separate
account therein for each Series of Bonds. The Issuer shall deposit into the appropriate account
in the Rebate Fund, from investment earnings on moneys deposited in the other funds and
accounts created hereunder, or from any other legally available funds of the Issuer, an amount
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_. equal to the Rebate Amount for such Rebate Year. The Issuer shall use such moneys deposited
in the appropriate account in the Rebate Fund only for the payment of the Rebate Amount to
the United States as required by this Section 5.05. In complying with the foregoing, the Issuer
may rely upon any instructions or opinions from Bond Counsel.
If any amount shall remain in the Rebate Fund after payment in full of all Bonds issued
hereunder and after payment in full of the Rebate Amount to the United States in accordance
with the terms hereof, such amounts shall be available to the Issuer for any lawful purpose.
The Rebate Fund shall be held separate and apart from all other funds and accounts of
the Issuer, shall not be impressed with alien in favor of the Holders and the moneys therein
shall be available for use only as herein provided.
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. The following events shall each
constitute an "Event of Default:"
(1) The Issuer shall fail to make payment of the principal of, Amortization
Installment, redemption premium or interest on any Bond when due.
(2) There shall occur the dissolution or liquidation of the Issuer, or the filing by the
Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into
an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any
similar act in any jurisdiction which may now be in effect or hereafter enacted.
(3) The Issuer shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution
on the part of the Issuer to be performed, and such default shall continue for a period of thirty
(30) days after written notice of such default shall have been received from the Holders of not
less than twenty-five percent (25%) of the aggregate principal amount of Bonds Outstanding.
Notwithstanding the foregoing, the Issuer shall not be deemed in default hereunder if such
default can be cured within a reasonable period of time and if the Issuer in good faith institutes
curative action and diligently pursues such action until the default has been corrected.
SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the provisions of
this Resolution or any trustee or receiver acting for such Bondholders may either at law or in
equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights under the laws of the State, or granted and contained in
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this Resolution, and may enforce and compel the performance of all duties required by this
Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof.
The Holders of Bonds in an aggregate principal amount of not less than twenty-five
percent (25%) of the Bonds then Outstanding may by a duly executed certificate in writing
appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to
represent such Bondholders in any legal proceedings for the enforcement and protection of the
rights of such Bondholders and such certificate shall be executed by such Bondholders or their
duly authorized attorneys or representatives, and shall be filed in the office of the City
Manager. Notice of such appointment, together with evidence of the requisite signatures of the
Holders of not less than twenty-five percent (25%) in aggregate principal amount of Bonds
Outstanding and the trust instrument under which the trustee shall have agreed to serve shall
be filed with the Issuer and the trustee and notice of appointment shall be given to all Holders
of Bonds in the same manner as notices of redemption are given hereunder. After the
appointment of the first trust hereunder, no further trustees may be appointed; however, the
Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may
remove the trustee initially appointed and appoint a successor and subsequent successors at
any time.
SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then
Outstanding shall have the right, by an instrument or concurrent instruments in writing
executed and delivered to the trustee, to direct the method and place of conducting all remedial
proceedings to be taken by the trustee hereunder, provided that such direction shall not be
otherwise than in accordance with law or the provisions hereof, and that the trustee shall have
the right to decline to follow any such direction which in the opinion of the trustee would be
unjustly prejudicial to Holders of Bonds not parties to such direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein conferred upon
or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies,
and each and every such remedy shall be cumulative, and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default, or an acquiescence
therein; and every power and remedy given by Section 6.02 of this Resolution to the
Bondholders may be exercised from time to time, and as often as may be deemed expedient.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an Event of
Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver
appointed for the purpose shall apply all Pledged Funds as follows and in the following order:
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(1) To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver, Registrar and Paying Agent hereunder; and
(2) To the payment of the interest and principal or Redemption Price, if applicable,
then due on the Bonds, as follows:
(A) Unless the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied:
FIRST: to the payment to the Persons entitled thereto of all installments of
interest then due, in the order of the maturity of such installments, and, if the amount
available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the Persons
entitled thereto, without any discrimination or preference;
SECOND: to the payment to the Persons entitled thereto of the unpaid principal
of any of the Bonds which shall have become due at maturity or upon mandatory
redemption prior to maturity (other than Bonds called for redemption for the payment
of which moneys are held pursuant to the provisions of Section 8.01 of this Resolution),
in the order of their due dates, with interest upon such Bonds from the respective dates
upon which they became due, and, if the amount available shall not be sufficient to pay
in full Bonds due on any particular date, together with such interest, then to the
payment first of such interest, ratably according to the amount of such interest due on
such date, and then to the payment of such principal, ratably according to the amount of
such principal due on such date, to the Persons entitled thereto without any
discrimination or preference; and
THIRD: to the payment of the Redemption Price of any Bonds called for optional
redemption pursuant to the provisions of this Resolution.
(B) If the principal of all the Bonds shall have become due and payable, all
such moneys shall be applied to the payment of the principal and interest then due and unpaid
upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal
over interest or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond, ratably, according to the amounts
due respectively for principal and interest, to the Persons entitled thereto without any
discrimination or preference.
ARTICLE VII
SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTIONS WITHOUT
BONDHOLDERS' CONSENT. The Issuer, from time to time and at any time, may adopt such
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Supplemental Resolutions without the consent of the Bondholders (which Supplemental
Resolutions shall thereafter form a part hereof) for any of the following purposes:
(1) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(2) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders.
(3) To add to the conditions, limitations and restrictions on the issuance of Bonds
under the provisions of this Resolution other conditions, limitations and restrictions thereafter
to be observed.
(4) To add to the covenants and agreements of the Issuer in this Resolution other
covenants and agreements thereafter to be observed by the Issuer or to surrender any right or
power herein reserved to or conferred upon the Issuer.
(5) To specify and determine the matters and things referred to in Sections 2.01 or
2.02 hereof, and also any other matters and things relative to such Bonds which are not contrary
to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind
any such authorization, specification or determination at any time prior to the first delivery of
such Bonds.
(6) To change or modify the description of the Project.
(7) To make any other change that, in the opinion of the Issuer, would not materially
adversely affect the security for the Bonds.
SECTION 7.02. SUPPLEMENTAL RESOLUTIONS WITH BONDHOLDERS'
CONSENT. Subject to the terms and provisions contained in this Section 7.02 and Section 7.01
hereof, the Holders of not less than a majority in aggregate principal amount of the Bonds then
Outstanding shall have the right, from time to time, anything contained in this Resolution to the
contrary notwithstanding, to consent to and approve the adoption of such Supplemental
Resolution or resolutions hereto as shall be deemed necessary or desirable by the Issuer for the
purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this Resolution. No Supplemental
Resolution may be approved or adopted which shall permit or require (A) an extension of the
maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B)
reduction in the principal amount of any Bond or the Redemption Price or the rate of interest
thereon, (C) the creation of a lien upon or a pledge of other than the lien and pledge created by
this Resolution which adversely affects any Bondholders, (D) a preference or priority of any
Bond or Bonds over any other Bond or Bonds, or (E) a reduction in the aggregate principal
amount of the Bonds required for consent to such Supplemental Resolution, unless such
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Supplemental Resolution has the approval of 100% of the Bondholders. Nothing herein
contained, however, shall be construed as making necessary the approval by Bondholders of the
adoption of any Supplemental Resolution as authorized in Section 7.01 hereof.
If, at any time the Issuer shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 7.02, the City Clerk shall cause the Registrar
to give notice of the proposed adoption of such Supplemental Resolution and the form of
consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as
they appear on the registration books. Such notice shall briefly set forth the nature of the
proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of
the City Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not,
however, be subject to any liability to any Bondholder by reason of its failure to cause the notice
required by this Section 7.02 to be mailed and any such failure shall not affect the validity of
such Supplemental Resolution when consented to and approved as provided in this Section
7.02.
Whenever the Issuer shall deliver to the City Clerk an instrument or instruments in
writing purporting to be executed by the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to
the proposed Supplemental Resolution described in such notice and shall specifically consent to
and approve the adoption thereof in substantially the form of the copy thereof referred to in
such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution
in substantially such form, without liability or responsibility to any Holder of any Bond,
whether or not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented
to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any
right to object to the adoption of such Supplemental Resolution, or to object to any of the terms
and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer
and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Resolution as so modified and amended.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause to be paid, or
there shall otherwise be paid to the Holders of all Bonds, the principal or Redemption Price, if
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applicable, and interest due or to become due thereon, at the times and in the manner stipulated
therein and in this Resolution, then the pledge of the Pledged Funds, and all covenants,
agreements and other obligations of the Issuer to the Bondholders, shall thereupon cease,
terminate and become void and be discharged and satisfied. In such event, the Paying Agents
shall pay over or deliver to the Issuer all money or securities held by them pursuant to this
Resolution which are not required for the payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the
maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.01 if (A) in case any such Bonds are to be redeemed prior to the
maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in
an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on
which when due will provide moneys which, together with the moneys, if any, deposited with
such bank or trust company at the same time shall be sufficient, to pay the principal of or
Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior
to the redemption date or maturity date thereof, as the case may be. Except as hereafter
provided, neither the Defeasance Securities nor any moneys so deposited with such bank or
trust company nor any moneys received by such bank or trust company on account of principal
of or Redemption Price, if applicable, or interest on said Defeasance Securities shall be
withdrawn or used for any purpose other than, and all such moneys shall be held in trust for
and be applied to, the payment, when due, of the principal of or Redemption Price, if
applicable, of the Bonds for the payment or redemption of which they were deposited and the
interest accruing thereon to the date of maturity or redemption; provided, however, the Issuer
may substitute new Defeasance Securities and moneys for the deposited Defeasance Securities
and moneys if the new Defeasance Securities and moneys are sufficient to pay the principal of
or Redemption Price, if applicable, and interest on the Bonds.
In the event the Bonds for which moneys are to be deposited for the payment thereof in
accordance with this Section 8.01 are not by their terms subject to redemption within the next
succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the Holders of
such Bonds that the deposit required by this Section 8.01 of moneys or Defeasance Securities has
been made and said Bonds are deemed to be paid in accordance with the provisions of this
Section 8.01 and stating such maturity or redemption date upon which moneys are to be
available for the payment of the principal of or Redemption Price, if applicable, and interest on
said Bonds.
Nothing herein shall be deemed to require the Issuer to call any of the Outstanding
Bonds for redemption prior to maturity pursuant to any applicable optional redemption
TEMP RESO. #13115
PAGE 39
provisions, or to impair the discretion of the Issuer in determining whether to exercise any such
option for early redemption.
SECTION 8.02. PRELIMINARY AND FINAL OFFICIAL STATEMENT. (1) The
preparation and distribution of a Preliminary Official Statement relating to the Bonds is hereby
approved and authorized, as is the use thereof by the Underwriters in connection with the sale
of the Bonds. The City Manager of the Issuer is hereby authorized to execute and deliver a
certificate of the Issuer which deems the Preliminary Official Statement "final" within the
contemplation of Rule 15c2-12 of the Securities and Exchange Commission.
(2) The Issuer hereby ratifies and approves the Preliminary Official Statement in
substantially the form attached hereto as Exhibit "D". The Issuer hereby authorizes execution
by the Mayor, City Manager and the Director of Financial Services, and the delivery of, a final
Official Statement which incorporates the terms and provisions set forth in the Purchase
Contract.
SECTION 8.03. SALE OF BONDS. Due to the willingness of the Underwriters to
purchase the Bonds at market interest costs favorable to the Issuer and the critical importance of
timing of the sale of the Bonds, it is hereby determined that it is in the best interest of the public
and the Issuer to sell the Bonds at a negotiated sale (rather than through a competitive bid) and
such sale to the Underwriters (pursuant to the terms and conditions contained in the
Resolution, herein and in the Purchase Contract) is hereby authorized and approved.
SECTION 8.04. PAYING AGENT AND REGISTRAR. U.S. Bank, National
Association, Jacksonville, Florida is hereby appointed as Paying Agent and Registrar with
respect to the Bonds. An agreement with the Paying Agent and Registrar shall be executed and
delivered by the Mayor and the City Manager, shall be attested by the City Clerk and shall be
approved as to form by the manual signature of the City Attorney.
SECTION 8.05. DISCLOSURE DISSEMINATION AGENT AGREEMENT. The
Issuer hereby covenants and agrees that, in order to assist the Underwriters in complying with
the continuing disclosure requirements of Rule 15c2-12 of the Securities and Exchange
Commission with respect to the Bonds, it will comply with and carry out all of the provisions of
the Disclosure Dissemination Agent Agreement to be executed by the Issuer and the
Dissemination Agent thereto prior to the time the Issuer delivers the Bonds to the Underwriters,
as it may be amended from time to time in accordance with the terms thereof. The Disclosure
Dissemination Agent Agreement, in substantially the form attached hereto as Exhibit "C," is
hereby approved and ratified, and shall be executed and delivered by the Mayor and the City
Manager, shall be attested by the City Clerk and shall be approved as to form by the manual
signature of the City Attorney (with such changes and filling of blanks as shall be approved by the
Mayor and the City Manager). Notwithstanding any other provision of this Resolution, failure
of the Issuer to comply with such Disclosure Dissemination Agent Agreement shall not be
considered an Event of Default under the Resolution. However, the Disclosure Dissemination
Agent Agreement shall be enforceable by the Bondholders in the event that the Issuer fails to
TEMP RESO. #13115
PAGE 40
cure a breach thereunder within a reasonable time after written notice from a Bondholder to the
Issuer that a breach exists. Any rights of the Bondholders to enforce the provisions of the
covenant shall be on behalf of all Bondholders and shall be limited to a right to obtain specific
performance of the Issuer's obligations thereunder. Digital Assurance Certification, L.L.C. is
hereby appointed as the initial dissemination agent with respect to the Bonds.
SECTION 8.06. GENERAL AUTHORITY. The members of the City Commission
of the Issuer, the City Manager, the City Attorney, the Director of Financial Services and all
other of the Issuer's officers, attorneys and other agents and employees are hereby authorized to
perform all acts and things required of them by this Resolution or any Supplemental Resolution
or desirable or consistent with the requirements hereof for the full, punctual and complete
performance of all of the terms, covenants and agreements contained in the Bonds, this
Resolution, and any Supplemental Resolution, and they are hereby authorized to execute and
deliver all documents which shall be required by Bond Counsel or the initial purchasers of the
Bonds to effectuate the sale of the Bonds to said initial purchasers and any representation made
in such documents shall be deemed to be made on behalf of the Issuer. All action taken to date
by the officers of the Issuer in furtherance of the issuance of the Bonds is hereby approved,
confirmed and ratified.
SECTION 8.07. INTERESTED PARTIES. Nothing in this Resolution expressed
or implied is intended or shall be construed to confer upon, or to give to, any person or entity,
other than the Issuer, the Paying Agent, and the registered Holders of the Bonds, any right,
remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation
thereof, and all covenants, stipulations, promises and agreements in this Resolution contained
by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying
Agent, and the registered Holders of the Bonds.
SECTION 8.08. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer, the City Manager, the Director of Financial Services, nor any person
executing the Bonds shall be personally liable therefor or be subject to any personal liability or
accountability by reason of the issuance thereof.
SECTION 8.09. SEVERABILITY OF INVALID PROVISIONS. If any one or
more of the covenants, agreements or provisions of this Resolution shall be held contrary to any
express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and shall be deemed separable
from the remaining covenants, agreements and provisions of this Resolution and shall in no
way affect the validity of any of the other covenants, agreements or provisions hereof or of the
Bonds issued hereunder.
SECTION 8.10. REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions
or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such
conflict.
TEUT RESO. #13115
PAGE 41
[Remainder of page intentionally left blank]
TEMP RESO. #13115
PAGE 42
SECTION 8.11. EFFECTIVE DATE. This Resolution shall take effect immediately
upon its adoption.
PASSED AND ADOPTED THE 13th DAY OF JUNE, 2018.
CITY OF TAMARAC, FLORIDA
Harry Dressler, Mayor
ATTEST:
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER
DIST 1: COMM. BOLTON
DIST 2: V/M GOMEZ
DIST 3: COMM. FISHMAN
DIST 4: COMM. PLACKO
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
Evivrelffiell-I'mu
Y"�"'a'AAJ wItI1161
SAMUtL S. GOREN
CITY ATTORNEY
TEMP RESO. #13115
PAGE 43
EXHIBIT A
THE PROJECT DESCRIPTION
The Project will include the acquisition, design, construction, reconstruction, and
equipping of capital improvements as follows:
1 Multiple Sound Walls
2 Fire Station #36
3 Waters Edge Park
n
TEMP RESO. #13115
PAGE 44
EXHIBIT B
FORM OF PURCHASE CONTRACT
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BOND PURCHASE AGREEMENT
$
CITY OF TAMARAC, FLORIDA
Capital Improvement Revenue Bonds, Series 2018
City of Tamarac, Florida
Tamarac, Florida 34749
Ladies and Gentlemen:
June ,2018
The undersigned, Stifel, Nicolaus & Company, Incorporated (the "Representative")
acting on its own behalf and on behalf ofRBC Capital Markets, LLC and UBS Financial
r-� Services Inc. (collectively, the "Underwriters"), offers to enter into this Bond Purchase
Agreement (this "Agreement") with the City of Tamarac, Florida (the "Issuer") which,
upon the Issuer's written acceptance ofthis offer, will be binding upon the Issuer and upon
the Underwriters. This offer is made subject to the Issuer's written acceptance hereof on
or before 11:59 p.m., Eastern Daylight Time, on June_, 2018, and, if not so accepted,
will be subj ect to withdrawal by the Underwriters upon written notice delivered to the
Issuer at anytime prior to the acceptance hereofby the Issuer. Terms not otherwise defined
in this Agreement shall have the same meanings set forth in the Bond Resolution or in the
Official Statement (each as defined herein).
1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth herein, the
Underwriters hereby agree to purchase from the Issuer, and the Issuer hereby agrees to sell
and deliver to the Underwriters, all, but not less than all, of the Issuer's Capital
Improvement Revenue Bonds, Series 2018 (the "Bonds"). The Issuer acknowledges and
agrees that: (i) the primary role of the Underwriters, as underwriters, is to purchase
securities, for resale to investors, in an arm's-length commercial transaction between the
Issuer and the Underwriters and that the Underwriters have financial and other interests
that differ from those of the Issuer; (ii) the Underwriters are not acting as a municipal
advisor, financial advisor, or fiduciary to the Issuer and have not assumed any advisory or
fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby
and the discussions, undertakings and procedures leading thereto (irrespective of whether
r-N the Underwriters have provided other services or are currently providing other services to
the Issuer on other matters); (iii) the only obligations the Underwriters have to the Issuer
with respect to the transactions contemplated hereby expressly are set forth in this
Agreement and the other Issuer Documents (defined herein); and (iv) the Issuer has
consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as
applicable, to the extent it deems appropriate.
The principal amount of the Bonds to be issued, the dated date therefor, the
maturities, interest rates per annum, prices and/or yields and sinking fund and optional
redemption provisions therefore are set forth in Schedule I hereto. The Bonds shall be as
described in, and shall be issued and secured under andpursuant to the Constitution ofthe
State of Florida (the "State"), Chapter 166, Part II, Florida Statutes, as amended, the
municipal charter of the Issuer, and other applicable provisions of law (collectively, the
"Act"), and pursuant to the provisions of Resolution No. R- , adopted by the Issuer
on June , 2018, as it may be amended and supplemented from time to time (the "Bond
Resolution").
The purchase price for the Bonds is $ (representing the par amount of
the Bonds of $ , [plus/minus] [net] original issue [premium/discount] of
$ and less an underwriting discount of$ ).
In connection with the execution of this Agreement, the Representative, on behalf
of the Underwriters, has delivered to the Issuer a wire transfer credited to the order of the
Issuer in immediately available federal funds in the aggregate amount of ONE HUNDRED
NINETY THOUSAND Dollars ($190,000.00) (the "Good Faith Deposit"), which is being
delivered to the Issuer on account of the purchase price of the Bonds and as security for
the performance by the Underwriters of their obligation to accept and to pay for the
Bonds. If the Issuer does not accept this offer, the Good Faith Deposit shall be immediately
returned to the Representative by wire transfer credited to the order of the Representative
in the amount of the Good Faith Deposit, in federal funds to the Representative. In the
event the Closing (as defined in Section 6 hereof) takes place, the amount of the Good Faith
Deposit shall be credited against the purchase price of the Bonds described herein. In the
event of the Issuer's failure to deliver the Bonds at the Closing, or if the Issuer shall be
unable at or prior to the Closing to satisfy the conditions to the obligations of the
Underwriters contained in this Agreement (unless such conditions are waived by the
Representative), or if the obligations of the Underwriters shall be terminated for any reason
permitted by this Agreement, the Issuer shall immediately wire to the Representative in
federal funds the Good Faith Deposit without interest, and such wire shall constitute a full
release and discharge of all claims by the Underwriters against the Issuer arising out of the
transactions contemplated by this Agreement. In the event that the Underwriters fail other
than for a reason permitted under this Agreement to accept and pay for the Bonds upon
their tender by the Issuer at the Closing, the amount of the Good Faith Deposit shall be
retained by the Issuer and such retention shall represent full liquidated damages and not a
penalty, for such failure and for any and all defaults on the part of the Underwriters and the
retention of such funds shall constitute a full release and discharge of all claims, rights and
2
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damages for such failure and for any and all such defaults. It is understood by both the
Issuer and the Underwriters that actual damages in the circumstances as described in the
preceding sentence may be difficult or impossible to compute; therefore, the funds
represented by the Good Faith Deposit are a reasonable estimate of the liquidated damages
in this type of situation.
In accordance with Section 218.385, Florida Statutes, the Underwriters hereby
disclose the infonnation required by such Section, including a truth -in -bonding statement,
as provided in Schedule II attached hereto.
2. Public Offering. The Underwriters agree to make a bona fide public offering
of all of the Bonds at prices not to exceed the respective public offering prices set forth on
the inside front cover of the Official Statement (the "Offering Prices") and may
subsequently change such Offering Prices without any requirement of prior notice. The
Underwriters may offer and sell Bonds to certain dealers (including dealers depositing
Bonds into investment trusts) and others at prices lower than the Offering Prices to the
extent allowed by the Internal Revenue Code of 1986, as amended (the "Code").
3. Establishment oflssue Price. (a) The Representative, on behalf of the
Underwriters, agrees to assist the Issuer and its Financial Advisor, Larson Consulting
Services, LLC (the "Financial Advisor"), in establishing the issue price of the Bonds and
shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate,
substantially in the form attached hereto as Exhibit A, with such modifications as may be
appropriate or necessary, in the reasonable judgment of the Representative, the Issuer, the
Financial Advisor and Bond Counsel, to accurately reflect, as applicable, the sales price or
prices or the initial offering price or prices to the public of the Bonds. As applicable, all
actions to be taken by the Issuer under this section to establish the issue price of the Bonds
may be taken on behalf of the Issuer by the Financial Advisor identified herein and any
notice or report to be provided to the Issuer may be provided to the Financial Advisor.
(b) Except as otherwise set forth in Schedule A -I attached to Exhibit A hereto,
the Issuer will treat the first price at which 10% of each maturity of the Bonds (the "10%
test") is sold to the public as the issue price of that maturity (if different interest rates apply
within a maturity, each separate CUSIP number within that maturity will be subject to the
10% test). At or promptly after the execution of this Agreement, the Representative shall
report to the Issuer the price or prices at which the Underwriters have sold to the public
each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity
of the Bonds, the Representative agrees to promptly report to the Issuer the prices at which
the Underwriters sell the unsold Bonds of that maturity to the public. That reporting
obligation shall continue, whether or not the Closing Date has occurred, until the 10% test
has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have
been sold to the public.
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(c) The Representative confirms that the Underwriters have offered the Bonds
to the public on or before the date of this Agreement at the offering price or prices (the
"initial offering price"), or at the corresponding yield or yields, set forth in Schedule A -I to
Exhibit A attached hereto, except as otherwise set forth therein. Schedule A -I also sets
forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the
10% test has not been satisfied and for which the Issuer and the Representative, on behalf
of the Underwriters, agree that the restrictions set forth in the next sentence shall apply,
which will allow the Issuer to treat the initial offering price to the public of each such
maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price
rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of
the Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any
person at a price that is higher than the initial offering price to the public during the period
starting on the sale date and ending on the earlier of the following:
01 the close of the fifth (5th) business day after the sale date; or
(n) the date on which the Underwriters have sold at least 10% of that
maturity of the Bonds to the public at a price that is no higher than the initial offering
price to the public.
The Representative shall promptly advise the Issuer when the Underwriters have
sold 10% of that maturity of the Bonds to the public at a price that is no higher than the
initial offering price to the public, if that occurs prior to the close of the fifth (5th) business
day after the sale date.
The Issuer acknowledges that, in making the representation set forth in this
subsection, the Representative will rely on (i) the agreement of each Underwriter to comply
with the hold -the -offering -price rule, as set forth in an agreement among underwriters and
the related pricing wires, (ii) in the event a selling group has been created in connection
with the initial sale of the Bonds to the public, the agreement of each dealer who is a
member of the selling group to comply with the hold -the -offering -price rule, as set forth in
a selling group agreement and the related pricing wires, and (iii) in the event that an
Underwriter is a party to a retail distribution agreement that was employed in connection
with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is
a party to such agreement to comply with the hold -the -offering -price rule, as set forth in
the retail distribution agreement and the related pricing wires. The Issuer further
acknowledges that each Underwriter shall be solely liable for its failure to comply with its
agreement regarding the hold -the -offering -price rule and that no Underwriter shall be liable
for the failure of any other Underwriter, or of any dealer who is a member of a selling
group, or of any broker -dealer that is a party to a retail distribution agreement, to comply
with its corresponding agreement regarding the hold -the -offering -price rule as applicable
to theBonds.
n
(d) The Representative confitms that:
(i) any agreement among underwriters, any selling group agreement and
each retail distribution agreement (to which the Representative is a parry) relating
to the initial sale of the Bonds to the public, together with the related pricing wires,
contains or will contain language obligating each Underwriter, each dealer who is a
member of the selling group, and each broker -dealer that is a party to such retail
distribution agreement, as applicable, to (A) report the prices at which it sells to the
public the unsold Bonds of each maturity allotted to it until it is notified by the
Representative that either the 10% test has been satisfied as to the Bonds of that
maturity or all Bonds of that maturity have been sold to the public and (B) comply
with the hold -the -offering -price rule, if applicable, in each case if and for so long as
directed by the Representative and as set forth in the related pricing wires, and
@ any agreement among underwriters relating to the initial sale of the
Bonds to the public, together with the related pricing wires, contains or will contain
language obligating each Underwriter that is a party to a retail distribution
agreement to be employed in connection with the initial sale of the Bonds to the
public to require each broker -dealer that is a party to such retail distribution
agreement to (A) report the prices at which it sells to the public the unsold Bonds of
n each maturity allotted to it until it is notified by the Representative or the
Underwriter that either the 10% test has been satisfied as to the Bonds of that
maturity or all Bonds of that maturity have been sold to the public and (B) comply
with the hold -the -offering -price rule, if applicable, in each case if and for so long as
directed by the Representative or the Underwriter and as set forth in the related
pncmg wires.
(e) The Underwriters acknowledge that sales of any Bonds to any person that is
a related party to an Underwriter shall not constitute sales to the public for purposes of this
section. Further, for purposes of this section:
(i) "public" means any person other than an underwriter or a related
ply,
(n) "underwriter" means (A) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Bonds to the public and (B) any
person that agrees pursuant to a written contract directly or indirectly with a person
described in clause (A) to participate in the initial sale of the Bonds to the public
(including a member of a selling group or a party to a retail distribution agreement
participating in the initial sale of the Bonds to thepublic),
(iii) a purchaser of any of the Bonds is a "related paiiy" to an underwriter
10111 if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least
5
/" N,
50% common ownership of the voting power or the total value of their stock, if both
entities are corporations (including direct ownership by one corporation of another),
(ii) more than 50% common ownership of their capital interests or profits interests,
if both entities are partnerships (including direct ownership by one partnership of
another), or (iii) more than 50% common ownership of the value of the outstanding
stock of the corporation or the capital interests or profit interests of the partnership,
as applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of the
other), and
(iv) "sale date" means the date of execution of this Agreement by all
parties.
4. The Official Statement. (a) The Preliminary Official Statement dated
, 2018 (the "Preliminary Official Statement"), including the cover page and
Appendices thereto, of the Issuer relating to the Bonds, as amended to reflect the pricing
terms of the Bonds is hereinafter called the "Official Statement."
(b) The Preliminary Official Statement has been prepared by the Issuer for use
by the Underwriters in connection with the public offering, sale and distribution of the
Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement
was "deemed final" by the Issuer as of its date, except for the omission of such information
which is dependent upon the final pricing of the Bonds for completion, all as permitted to
be excluded by Section (b)(1) of Rule 15c2-I2 under the Securities Exchange Act of 1934,
as amended (the "Rule").
(c) The Issuer hereby authorizes the Official Statement to be used by the
Underwriters in connection with the public offering and the sale of the Bonds. The Issuer
shall use best efforts to provide, or cause to be provided, to the Underwriters as soon as
practicable after the date of the Issuer's acceptance of this Agreement (but, in any event,
not later than within seven business days after the Issuer's acceptance of this Agreement
and in sufficient time to accompany any confirmation that requests payment from any
customer) copies of the Official Statement which is complete as of the date of its delivery
to the Underwriters in such quantity as the Representative shall request in order for the
Underwriters to comply with Section (b)(4) of the Rule and the rules of the Municipal
Securities Rulemaking Board (the "MSRB"). The Issuer hereby confinns that it does not
object to the distribution of the Official Statement in electronic form.
(d) If, after the date of this Agreement to and including the date the Underwriters
are no longer required to provide an Official Statement to potential customers who request
the same pursuant to the Rule (the earlier of (i) 90 days from the "end of the underwriting
period" (as defined in the Rule) and (ii) the time when the Official Statement is available
to any person from the MSRB, but in no case less than 25 days after the "end of the
underwriting period" for the Bonds), the Issuer becomes aware of any fact or event which
G9
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 required to be
stated therein or necessary to make the statements therein not misleading, or if it is
necessary to amend or supplement the Official Statement to comply with law, the Issuer
will notify the Representative (and for the purposes of this clause provide the
Representative with such information as it may from time to time request), and if, in the
reasonable opinion of the Representative, such fact or event requires preparation and
publication of a supplement or amendment to the Official Statement, the Issuer will
forthwith prepare and furnish, at the Issuer's own expense (in a form and manner approved
by the Representative), a reasonable number of copies of either amendments or
supplements to the Official Statement so that the statements in the Official Statement as so
amended and supplemented will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein not misleading or so that the Official Statement will comply with law. If such
notification shall be subsequent to the Closing, the Issuer shall furnish such legal opinions,
certificates, instruments and other documents as the Representative may deem reasonably
necessary to evidence the truth and accuracy of such supplement or amendment to the
Official Statement.
(e) The Representative hereby agrees to file the Official Statement as required
by the MSRB. Unless otherwise notified in writing by the Representative, the Issuer can
assume that the "end of the underwriting period" for purposes of the Rule is the date of the
Closing.
5. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby
represents and warrants to and covenants with the Underwriters that to the best of its
knowledge, information and belief:
(a) The Issuer is validly existing as a municipal corporation of the State duly
created, organized and existing under the Act, and has full legal right, power and authority
under the Act, and at the date of the Closing will have full legal right, power and authority
under the Act and the Bond Resolution (i) to enter into, execute and deliver this Agreement,
the Bond Resolution and the Disclosure Dissemination Agent Agreement relating to the
Bonds (the "Undertaking") and all other documents required hereunder and thereunder to
be executed and delivered by the Issuer (this Agreement, the Bond Resolution, the
Undertaking and such other documents referred to in this clause are hereinafter referred to
as the "Issuer Documents"), (ii) to sell, issue and deliver the Bonds to the Underwriters as
provided herein, (iii) to carry out and consummate the transactions contemplated by the
Issuer Documents and the Official Statement and (iv) to finance and reimburse the Costs
of the Project (as defined in the Bond Resolution), and as of the date hereof, the Issuer has
complied in all respects with the terms of the Act and the Issuer Documents as they pertain
to such transactions;
7
(b) By all necessary official action of the Issuer prior to or concurrently with the
acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for
(i) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (ii) the
approval, execution and delivery of, and the performance by the Issuer of the obligations
on its part, contained in the Bonds and the Issuer Documents and (iii) the consummation
by it of all other transactions contemplated by the Official Statement, and the Issuer
Documents and any and all such other agreements and documents as may be required to be
executed, delivered and/or received by the Issuer in order to carry out, give effect to, and
consummate the transactions contemplated herein and in the Official Statement, in each
case excepting any authorization that cannot be obtained prior to or concurrently with the
date of this Agreement;
(c) When executed by the respective parties hereto and thereto, the Issuer
reasonably expects as of the date hereof that the Issuer Documents will constitute legal,
valid and binding obligations of the Issuer, enforceable in accordance with their respective
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar
laws and principles of equity relating to or affecting the enforcement of creditors' rights;
the Bonds, when issued, delivered and paid for, in accordance with the Bond Resolution
and this Agreement, will constitute legal, valid and binding obligations of the Issuer
entitled to the benefits of the Bond Resolution and enforceable in accordance with their
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar /0-N,
laws and principles of equity relating to or affecting the enforcement of creditors' rights;
upon the issuance, authentication and delivery of the Bonds as aforesaid, the Bond
Resolution will provide, for the benefit of the holders, from time to time, of the Bonds, the
legally valid and binding pledge of and lien on the Pledged Funds it purports to create as
set forth in the Bond Resolution;
(d) The Issuer is lawfully empowered to budget and appropriate Non -Ad
Valorem Revenues as provided in the Bond Resolution and pledge and grant a lien upon
the Pledged Funds for payment of the principal of, redemption premium, if any, and interest
on the Bonds pursuant to the Bond Resolution;
(e) The Issuer is not in breach of or default in any material respect under any
applicable constitutional provision, law or administrative regulation of the State or the
United States or any applicable judgment or decree or any loan agreement, indenture, bond,
note, resolution, agreement or other instrument to which the Issuer is a party or to which
the Issuer is or any of its property or assets are otherwise subject, and no event has occurred
and is continuing which constitutes or with the passage of time or the giving of notice, or
both, would constitute a default or event of default by the Issuer under any of the foregoing;
and when executed by the respective parties hereto and thereto, the Issuer reasonably
expects as of the date hereof that execution and delivery of the Bonds, the Issuer
Documents and the adoption of the Bond Resolution and compliance with the provisions
on the Issuer's part contained therein, will not conflict with or constitute a breach of or
default under any constitutional provision, 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 is or to which any of its property or assets are
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 the property or assets of the Issuer to be pledged to
secure the Bonds or under the terms of any such law, regulation or instrument, except as
provided by the Bonds and the Bond Resolution;
(f) In the past five years, except as expressly disclosed in the Official Statement,
the Issuer has not failed to comply in any material respect with any prior continuing
disclosure obligation arising out of the Rule;
(g) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction
of the matter which are required for the due authorization of, 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 under the Issuer Documents, and the Bonds
have been duly obtained, except for such approvals, consents and orders that may not be
obtained until after the date of this Agreement or as may be required under the Blue Sky
n or securities laws of any jurisdiction in connection with the offering and sale of the Bonds;
(h) The statements and information contained in the Official Statement (other
than the information concerning the Depository Trust Company ("DTC") or its book -entry
system of registration), are, as of the date hereof, true, correct and complete in all material
respects; and, with respect to such statements and information, the Official Statement does
not contain any untrue statement of a material fact and does not omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading in any material respect;
(i) Except as otherwise disclosed in the Official Statement, as of the date of this
Agreement, there is no legislation, action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, government agency, public board or body, pending or,
to the best knowledge of the Issuer after due inquiry, threatened against the Issuer, affecting
the existence of the Issuer or the titles of its officers to their respective offices, or affecting
or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the
collection of any Non -Ad Valorem Revenues or financing/reimbursement of the Project
pursuant to the Bond Resolution or in any way contesting or affecting the validity or
enforceability of the Bonds, the Issuer Documents, or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the Official Statement
or any supplement or amendment thereto, or contesting the powers of the Issuer or any
authority financing/reimbursement of the Project, the issuance of the Bonds, the adoption
n of the Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the
best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision,
0
ruling or finding would materially adversely affect the validity or enforceability of the
Bonds, the Issuer Documents, or the excludability from gross income of interest on the
Bonds for federal income tax purposes;
0) As of the date thereof, the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(k) At the time of the Issuer's acceptance hereof and (unless the Official
Statement is amended or supplemented pursuant to paragraph (d) of Section 4 of this
Agreement) at all times subsequent thereto during the period up to and including the date
of Closing, the Official Statement does not and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made,
not misleading;
(1) If the Official Statement is supplemented or amended pursuant to paragraph
(d) of Section 4 of this Agreement, 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 during the period up to and including the date of Closing the n
Official Statement as so supplemented or amended will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which made, not
misleading;
(m) The Issuer will apply, or cause to be applied, the proceeds from the sale of
the Bonds as described in the Official Statement and as provided in and subject to all of
the terms and provisions of the Bond Resolution and not to take or omit to take any action
which action or omission will adversely affect the exclusion from gross income for federal
income tax purposes of the interest on the Bonds;
(n) The Issuer will furnish such information and execute such instruments and
take such action in cooperation with the Underwriters as the Representative may
reasonably request (i) to (A) qualify the Bonds for offer and sale under the Blue Sky or
other securities laws and regulations of such states and other jurisdictions in the United
States as the Representative may designate and (B) determine the eligibility of the Bonds
for investment under the laws of such states and other jurisdictions and (ii) to continue such
qualifications in effect so long as required for the distribution of the Bonds (provided,
however, that the Issuer will not be required to qualify as a foreign corporation or to file
any general or special consents to service of process under the laws of any jurisdiction,
comply with any other requirements reasonably deemed by it to be unduly burdensome or
incur any fees in connection with its compliance with this subsection) and will advise the
Representative immediately of receipt by the Issuer of any notification with respect to the
10
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suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or
threat of any proceeding for that purpose;
(o) The financial statements of the Issuer and other financial information
regarding the Issuer in the Preliminary Official Statement and the Official Statement,
including, but not limited to, the Non -Ad Valorem Revenues, fairly present the financial
position and results of the Issuer as of the dates and for the periods therein set forth. The
Issuer is not a party to any litigation or other proceeding pending or, to its knowledge,
threatened which, if decided adversely to the Issuer, would have a materially adverse effect
on the financial condition of the Issuer;
(p) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or
other obligations for borrowed money or incur any material liabilities, direct or contingent,
payable from or secured by any of the Non -Ad Valorem Revenues without the prior
approval of the Representative;
(q) Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions contemplated by this Agreement, shall be deemed a
representation and warranty by the Issuer to the Underwriters as to the statements made
therein;
(r) Except as expressly disclosed in the Official Statement, the Issuer is not and
has not been in default on any bond issued since December 31, 1975 that would be
considered material by a reasonable investor. The Issuer has not undertaken an
independent review or investigation of securities for which it has served as conduit issuer.
The Issuer does not believe that any information about any default on such securities is
appropriate and would be considered material by a reasonable investor in the Bonds
because the Issuer would not have been obligated to pay the debt service on any such
securities except from payments made to it by the private companies on whose behalf such
securities were issued and no funds of the Issuer would have been pledged or used to pay
such securities or the interest thereon;
(s) The Issuer has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications
may not be relied upon.
6. Closing. (a) At [ 1:00] p.m. Eastern Daylight Time, on July_, 2018, or at
such other time and date as shall have been mutually agreed upon by the Issuer and the
Representative (the "Closing"), the Issuer will, subj ectto the terms and conditions hereof,
deliver the Bonds to the Underwriters duly executed and authenticated, together with the
other documents hereinafter mentioned, and the Underwriters will, subject to the terms and
conditions hereof, accept such delivery andpay the purchase price ofthe Bonds as set forth
in Section 1 ofthis Agreement by a certified or bank cashier's check or checks or wire
transferpayable in immediately available funds to the order ofthe Issuer. Payment forthe
11
Bonds as aforesaid shall be made at the offices of Issuer, or such other place as shall have
been mutually agreed upon by the Issuer and the Representative.
(b) Delivery of the Bonds shall be made to The Depository Trust Company, New
York, New York ("DTC") through its FAST system of registration. The Bonds shall be
delivered in definitive fully registered form, bearing CUSIP numbers without coupons,
with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., all
as provided in the Bond Resolution, and shall be made available to the Representative at
least one business day before the Closing for purposes of inspection.
7. Closing Conditions. The Underwriters have entered into this Agreement in
reliance upon the representations, warranties and agreements ofthe Issuer contained herein,
and in reliance upon the representations, warranties and agreements to be contained in the
documents and instruments to be delivered at the Closing and upon the perfonnance by the
Issuer of its obligations hereunder, both as of the date hereof and as of the date of the
Closing. Accordingly, the Underwriters' obligations under this Agreement to purchase, to
accept delivery of and to pay for the Bonds shall be conditioned upon the performance by
the Issuer of its obligations to be performed hereunder and under such documents and
instruments at or prior to the Closing, and shall also be subject to the following additional
conditions, including the delivery by the Issuer of such documents as are enumerated
herein, in form and substance reasonably satisfactory to the Representative: n
(a) The representations and warranties of the Issuer contained herein shall be
true, complete and correct on the date hereof and on and as of the date of the Closing, as if
made on the date of the Closing;
(b) The Issuer shall have performed and compiied with ail agreements and
conditions required by this Agreement and the Issuer Documents to be performed or
complied with by it prior to or at the Closing;
(c) At the time of the Closing, (i) the Issuer Documents and the Bonds shall be
in full force and effect in the form heretofore approved by the Representative 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 Representative; and (ii) all actions of the Issuer required to be taken by the Issuer shall
be perfonned in order for Bond Counsel and other counsel to deliver their respective
opinions referred to hereafter;
(d) At or prior to the Closing, the Bond Resolution shall have been duly executed
and delivered by the Issuer and the Issuer shall have duly executed and delivered and the
Registrar shall have duly authenticated the Bonds;
(e) At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change in the condition, financial or otherwise, or in
12
n
the revenues or operations of the Issuer, from that set forth in the Official Statement that in
the judgment of the Representative, is material and adverse and that makes it, in the
judgment of the Representative, impracticable to market the Bonds on the terms and in the
manner contemplated in the Official Statement;
(f) The Issuer shall not have failed to pay principal or interest when due on any
of its outstanding obligations for borrowed money for which it is obligated to pay from
revenues of the Issuer;
(g) All steps to be taken and all instruments and other documents to be executed,
and all other legal matters in connection with the transactions contemplated by this
Agreement shall be reasonably satisfactory in legal form and effect to the Representative;
(h) At or prior to the Closing, the Underwriters shall have received copies of
each of the following documents:
(1) The Official Statement, and each supplement or amendment thereto,
if any, executed on behalf of the Issuer by its Mayor and City Manager, or such
other official as may have been agreed to by the Representative, and the reports and
audits referred to or appearing in the Official Statement;
n (2) A certified copy of the Bond Resolution with such supplements or
amendments as may have been agreed to by the Representative;
(3) Fully executed counterparts of the Issuer Documents;
(4) The Undertaking which satisfies the requirements of section (b)(5)(i)
of the Rule;
(5) A final approving opinion of Bryant Miller Olive P.A., Bond Counsel
to the Issuer, with respect to the Bonds, dated the date of closing, in substantially
the form attached to the Official Statement as Appendix D;
(6) A letter of Bryant Miller Olive P.A., addressed to the Underwriters
and dated the date of Closing, to the effect that their final approving opinion referred
to in Section 7(h)(5) hereof may be relied upon by the Underwriters to the same
extent as if such opinion were addressed to the Underwriters;
(7) A supplemental opinion of Bryant Miller Olive P.A., addressed to the
Underwriters, dated the date of Closing, substantially to the effect that the
statements contained in the Official Statement under the sections "THE PROJECT,"
"DESCRIPTION OF THE SERIES 2018 BONDS" (other than the infonnation
under the subheading "Book -Entry Only System"), "SECURITY AND SOURCES
11N� OF PAYMENT OF THE SERIES 2018 BONDS," purport to summarize certain
provisions of the Bond Resolution and the Bonds, such statements are accurate
13
summaries of the provisions purported to be summarized and the information
contained in the Official Statement under the section captioned "TAX MATTERS"
is accurate.
(8) An opinion of Akerman LLP, as Disclosure Counsel, dated the date
of the Closing and addressed to the Issuer and the Underwriters, to the effect that:
(i) the Bonds are exempt securities under the 1933 Act and the
Trust Indenture Act and it is not necessary, in connection with the offering
and sale of the Bonds, to register the Bonds under the 1933 Act and the Bond
Resolution need not be qualified under the Trust Indenture Act;
(ii) based upon their participation in the preparation of the
Preliminary Official Statement and the Official Statement as Disclosure
Counsel for the Issuer and their discussions with representatives of the Issuer
and others at which the Preliminary Official Statement and the Official
Statement were discussed, but without having undertaken to determine
independently the accuracy, completeness or fairness of the statements
contained in the Preliminary Official Statement and the Official Statement,
such counsel has no reason to believe that the Preliminary Official Statement
or the Official Statement contains any untrue statement of a material fact or n
omits to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading
(except for any financial, forecast, technical and statistical statements and
data included in the Official Statement and the infonnation regarding DTC
and its book -entry system, in each case as to which no view need be
expressed);
(iii) the Undertaking satisfies the requirements under the Rule;
(9) An opinion of Goren, Cherof, Doody & Ezrol, P.A., Fort Lauderdale,
Florida, attorney to the Issuer (the "City Attorney"), addressed to the Issuer, Bond
Counsel and the Underwriters and dated the date of the Closing substantially in the
form attached hereto as Exhibit B;
(10) An opinion of Nabors, Giblin & Nickerson, P.A., as counsel to the
Underwriters, dated the date of Closing, addressed to the Underwriters and in form
and substance reasonably acceptable to the Underwriters;
(11) A certificate, dated the date of Closing, signed by the Mayor, the City
Manager, the Director of Financial Services and the City Clerk of the Issuer, or such
other officials satisfactory to the Representative, in substantially the form attached
hereto as Exhibit C;
/�Nl
14
(12) A certificate of the Issuer in form and substance satisfactory to Bond
Counsel and counsel to the Underwriters (i) setting forth the facts, estimates and
circumstances in existence on the date of the Closing, which establish that it is not
expected that the proceeds of the Bonds will be used in a manner that would cause
the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code,
and any applicable regulations (whether final, temporary or proposed), issued
pursuant to the Code, and (ii) certifying that to the best of the knowledge and belief
of the Issuer there are no other facts, estimates or circumstances that would
materially change the conclusions, representations and expectations contained in
such certificate;
(13) A certificate of an authorized representative of U.S. Bank National
Association (the "Bank"), as Registrar and Paying Agent to the effect that (i) the
Bank is a national banking association duly organized, validly existing and in good
standing under the law of the United States of America and is duly authorized to
exercise trust powers in the State of Florida, (ii) the Bank has all requisite authority,
power, licenses, permits and franchises, and has full corporate power and legal
authority to execute and perform its functions under the Bond Resolution and the
Registrar and Paying Agent Agreement, dated the date of delivery of the Bonds,
between the Issuer and the Bank (the "Paying Agent Agreement"), (iii) the
performance by the Bank of its functions under the Bond Resolution and the Paying
Agent Agreement will not result in any violation of the Articles of Association or
Bylaws of the Bank, any court order to which the Bank is subject or any agreement,
indenture or other obligation or instrument to which the Bank is a parry or by which
the Bank is bound, and no approval or other action by any governmental authority
or agency having supervisory authority over the Bank is required to be obtained by
the Bank in order to perform its functions under the Bond Resolution and the Paying
Agent Agreement, (iv) the Paying Agent Agreement constitutes a valid and binding
obligation of the Bank in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights generally and subject, as to enforceability, to general
principles of equity and (v) to the best of such authorized representative's
knowledge, there is no action, suit, proceeding or investigation at law or in equity
before any court, public board or body pending or, to his or her knowledge,
threatened against or affecting the Bank wherein an unfavorable decision, ruling or
finding on an issue raised by any party thereto is likely to materially and adversely
affect the ability of the Bank to perform its obligations under the Bond Resolution
and the Paying Agent Agreement;
(14) A signed copy of the letter ofrepresentations from the Issuer to DTC;
15
(15) A certificate of the Director of Financial Services deeming the
Preliminary Official Statement "final" as of its date for the purposes of Rule 15c2-
12;
(16) A letter of Moody's that the Bonds have an underlying rating of "Aa3,"
a letter of S&P that the Bonds have an underlying rating of "AA," and a letter of
Fitch Ratings that the Bonds have an underlying rating of "AA-," and that all such
ratings are in effect as of the date of Closing;
(17) Such additional legal opinions, certificates, instruments and other
documents as the Representative or counsel to the Underwriters 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 respective agreements then to be performed and conditions then to be satisfied
by the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof if, but only if, they are in form and substance satisfactory to the n
Underwriters.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this
Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and
to pay for the Bonds shall be terminated for any reason permitted by this Agreement, this
Agreement shall terminate and neither the Underwriters nor the Issuer shall be under any
further obligation hereunder, except that the respective obligations of the Issuer and the
Underwriters set forth in Section 1 (with respect to the return of the Good Faith Deposit
only), 5 and 9 hereof shall continue in full force and effect.
8. Termination. The Underwriters shall have the right to cancel their obligation
to purchase the Bonds if, between the date of this Agreement and the Closing, the market
price or marketability of the Bonds shall be materially adversely affected, in the sole and
reasonable judgment of the Representative, by the occurrence of any of the following:
(a) Legislation shall be enacted by or introduced in the Congress of the United
States or recommended to the Congress for passage by the President of the United States,
or the Treasury Department of the United States or the Internal Revenue Service or any
member of the Congress or the Florida Legislature or favorably reported for passage to
either House of the Congress by any committee of such House to which such legislation
has been referred for consideration, a decision by a court of the United States or of the State
or the United States Tax Court shall be rendered, or an order, ruling, regulation (final,
16
temporary or proposed), press release, statement or other form of notice by or on behalf of
the Treasury Department of the United States, the Internal Revenue Service or other
governmental agency shall be made or proposed, the effect of any or all of which would be
to impose, directly or indirectly, federal income taxation upon interest received on
obligations of the general character of the Bonds of the interest on the Bonds as described
in the Official Statement, or other action or events shall have transpired which may have
the purpose or effect, directly or indirectly, of changing the federal income tax
consequences of any of the transactions contemplated herein;
(b) Legislation introduced in or enacted (or resolution passed) by the Congress
or an order, decree, or injunction issued by any court of competent jurisdiction, or an order,
ruling, regulation (final, temporary, or proposed), press release or other form of notice
issued or made by or on behalf of the Securities and Exchange Commission, or any other
governmental agency having jurisdiction of the subject matter, to the effect that obligations
of the general character of the Bonds, including any or all underlying arrangements, are
not exempt from registration under or other requirements of the 1933 Act, or that the Bond
Resolution is not exempt from qualification under or other requirements of the Trust
Indenture Act, or that the issuance, offering, or sale of obligations of the general character
of the Bonds, including any or all underlying arrangements, as contemplated hereby or by
the Official Statement or otherwise, is or would be in violation of the federal securities law
n as amended and then in effect;
(c) Any state Blue Sky or securities commission or other governmental agency
or body shall have withheld registration, exemption or clearance of the offering of the
Bonds as described herein, or issued a stop order or similar ruling relating thereto;
(d) A general suspension of trading in securities on the New York Stock
Exchange or other national securities exchange, the establishment of minimum prices on
any such exchange, the establishment of material restrictions (not in force as of the date
hereof) upon trading securities generally by any governmental authority or any national
securities exchange, a general banking moratorium declared by federal, State of New York,
or State officials authorized to do so;
(e) The New York Stock Exchange or other national securities exchange or any
governmental authority, shall impose, as to the Bonds or as to obligations of the general
character of the Bonds, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net capital
requirements of, Underwriters;
(f) Any amendment to the federal or state Constitution or action by any federal
or state court, legislative body, regulatory body, or other authority materially adversely
affecting the tax status of the Issuer, its property, income securities or interest thereon;
17
(g) Any event occurring, or information becoming known which, in the
reasonable judgment of the Representative, makes untrue in any material respect any
statement or information contained in the Official Statement, or has the effect that the
Official Statement contains any untrue statement of material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, notmisleading;
(h) There shall have occurred any materially adverse change in the affairs or
financial condition of the Issuer;
(i) Between the date hereof and the Closing, the Issuer has, without the prior
written consent of the Representative, offered or issued any bonds, notes or other
obligations for borrowed money, or incurred any material liabilities, direct or contingent,
other than as described in the Official Statement, in either case payable from the full faith
and credit of the Issuer or of the Non -Ad Valorem Revenues;
0) The United States shall have become engaged in hostilities which have
resulted in a declaration of war or a national emergency or there shall have occurred any
other outbreak or escalation of hostilities (it being agreed by the parties hereto that no such
hostilities exist on the date hereof);
(k) There shall have occurred any national or international calamity or crisis in n
the financial markets or otherwise of the United States or elsewhere (it being agreed by the
parties hereto that no such hostilities exist on the date hereof);
(1) Any fact or event shall exist or have existed that, in the reasonable judgment
of the Representative, requires or has required an amendment of or suppiement to the
Official Statement which, in the reasonable opinion of the Representative, would materially
adversely affect the market price or marketability of the Bonds;
(m) Prior to Closing, Moody's, S&P, or Fitch Ratings shall inform the Issuer or
the Underwriter that the Bonds will not receive underlying ratings of at least "Aa3," "AA"
and "AA-," respectively;
(n) There shall have occurred or any notice shall have been given of any intended
review, downgrading, suspension, withdrawal, or negative change in credit watch status by
any national rating service to any of the Issuer's obligations;
(o) The purchase of and payment for the Bonds by the Underwriters, or the resale
of the Bonds by the Underwriters, on the terms and conditions herein provided shall be
prohibited by any applicable law, governmental authority, board, agency or commission.
Notice of termination pursuant to this Section 8 shall be given by the Representative
to the Issuer in writing, or by telephone confinned in writing. The perfonnance by the
18
n
Issuer of any and all conditions contained in this Agreement for the benefit of the
Underwriters may be waived by the Representative.
9. Expenses. (a) The Underwriters shall be under no obligation to pay, and the
Issuer shall pay all expenses incident to the performance of the Issuer's obligations
hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds,
Preliminary Official Statement, Official Statement and any amendment or supplement
thereto, (ii) the fees and disbursements of Bond Counsel, City Attorney and Disclosure
Counsel, if any; (iii) the fees and disbursements of the Financial Advisor to the Issuer; (iv)
the fees and disbursements of any Paying Agent or engineers, accountants, and other
Date:ts, consultants or advisers retained by the Issuer, if any; and (v) all fees, premiums
and expenses in connection with obtaining bond ratings. The Issuer shall also pay for any
expenses (included in the expense component of the Underwriters' discount) incurred by
the Underwriters which are incidental to implementing this Bond Purchase Agreement and
the issuance of the Bonds, including, but not limited to, meals, transportation and lodging,
if any, and any other miscellaneous closing costs, subject to approval of the Issuer.
(b) Except as provided for above, the Unde 1 writers shall pay (i) the cost of
preparation and printing of this Agreement, any Blue Sky Surveys and/or Legal Investment
Memoranda; (ii) all advertising expenses in connection with the public offering of the
r� Bonds; and (iii) all other expenses incurred by them in connection with the public offering
of the Bonds, including the fees and disbursements of counsel retained by the Underwriters
and costs related to the preparation of this Agreement. In the event that either party shall
have paid obligations of the other as set forth in this Section 9, adjustment shall be made
at the time of the Closing.
(c) If this Agreement shall be terminated by the Underwriters because of any
failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Issuer shall be unable to perform its
obligations under this Agreement, the Issuer will reimburse the Underwriters for all out- of -
pocket expenses (including the fees and disbursements of counsel to the Underwriters)
reasonably incurred by the Underwriters in connection with this Agreement or the offering
contemplated hereunder.
(d) The Issuer acknowledges that it has had an opportunity, in consultation with
such advisors as it may deem appropriate, if any, to evaluate and consider the fees and
expenses being incurred as part of the issuance of the Bonds.
I0. Notices. Any notice or other communication to be given to the Issuer under
this Agreement may be given by delivering the same in writing to City of Tamarac, Florida,
7525 NW 88th Avenue, Tamarac, Florida 33321, to the attention of Director ofFinancial
Services, and any notice or other communication to be given to the Underwriters under this
Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company,
19
Incorporated, 111 N. Magnolia Ave., Suite 1175, Orlando, FL 32801, Attention: Mr.
Matthew Sansbury.
11. Parties in Interest. This Agreement as heretofore specified shall constitute
the entire agreement between us and is made solely for the benefit of the Issuer and the
Underwriters (including successors or assigns of the Underwriters) and no other person
shall acquire or have any right hereunder or by virtue hereof. This Agreement may not be
assigned by the Issuer. All of the Issuer's representations, warranties and agreements
contained in this Agreement shall remain operative and in full force and effect, regardless
of (i) any investigations made by or on behalf of any of the Underwriters; (ii) delivery of
and payment for the Bonds pursuant to this Agreement; and (iii) any termination of this
Agreement.
12. Effectiveness. This Agreement shall become effective upon the acceptance
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.
13. Choice of Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Florida.
14. Severability. If any provision of this Agreement shall be held or deemed to
be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular e* N1
case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any
provisions of any Constitution, statute, rule of public policy, or any other reason, such
circumstances shall not have the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions of this Agreement invalid, inoperative or unenforceable to any
extent whatever.
15. Business Day. For purposes of this Agreement, "business day" means any
day on which the New York Stock Exchange is open for trading.
16. Section Headings. Section headings have been inserted in this Agreement as
a matter of convenience of reference only, and it is agreed that such section headings are
not a part of this Agreement and will not be used in the interpretation of any provisions of
this Agreement.
17. Counterparts. This Agreement may be executed in several counterparts each
of which shall be regarded as an original (with the same effect as if the signatures thereto
and hereto were upon the same document) and all of which shall constitute one and the
same document.
[Signature Page to this Agreement immediately follows this page]
20
[SIGNATURE PAGE TO BOND PURCHASE AGREEMENT FOR THE PURCHASE
OF THE CITY OF TAMARAC, FLORIDA CAPITAL IMPROVEMENT REVENUE
BONDS, SERIES 2018]
If you agree with the foregoing, please sign the Agreement and return it to the
Underwriters. This Agreement shall become a binding agreement between you and the
Underwriters when at least the counterpart of this letter shall have been signed by or on
behalf of each of the parties hereto.
ACCEPTED at
_, 2018.
Attested:
Pat Teufel, City Clerk
Approved as to Form:
Samuel S. Goren, C' Attorney
Respectfully submitted,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
Matthew Sansbury, Managing Director
Date:
ACCEPTANCE
[a.m./p.m.] Eastern Daylight Time this
CITY OF TAMARAC, FLORIDA
Harry Dressler, Mayor
Michael C. Cerriech, City Manager
day of
n
Schedule I
CITY OF TAMARAC, FLORIDA
Capital Improvement Revenue Bonds, Series 2018
MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS
Maturity Interest
f0ctober 11 Amount $fig
*Yield calculated to first optional call date of October 1, 20_
Optional Redemption
The Bonds maturing on or before October 1, 20_ are not subject to redemption
prior to their stated dates of maturity. The Bonds maturing on October 1, 20_ and
thereafter shall be subjectto redemption prior to their stated dates ofmaturity atthe option
of the Issuer, in whole or in part, on October 1, 20, or any date thereafter, in such order
as shall be determined by the City and by lot within a maturity, at the redemption price of
100% of the principal amount of the Bonds to be redeemed, plus accrued interest to the
redemption date.
Schedule I - 1
/�
Schedule II
DISCLOSURE STATEMENT AND TRUTH -IN -BONDING STATEMENT
,2018
Mayor and City Commission of the City of
Tamarac, Florida
Tamarac, Florida
Re: $ City of Tamarac, Florida Capital Improvement Revenue
Bonds, Series 2018
Dear Mayor and Commission Members:
In connection with the proposed issuance by the City of Tamarac, Florida (the
"Issuer") of $ in aggregate principal amount of its City of Tamarac, Florida
Capital Improvement Revenue Bonds, Series 2018 (the "Bonds"), Stifel, Nicolaus &
Company, Incorporated, on behalf of itself and RBC Capital Markets, LLC and UBS
Financial Services Inc. (collectively, the "Underwriters") is underwriting a public offering
of the Bonds.
The purpose of the following six paragraphs of this letter is to furnish, pursuant to
PO,* t� ''u ST .rd-. i'Prc in i f r tit rn -
respect of the arrangements contemplated for the purchase and sale of the Bonds, as
follows:
(a) The nature and estimated amount of expenses to be incurred by the
Underwriters in connection with the purchase and re -offering of the Bonds are set forth in
Attachment 1 attached hereto.
(b) There are no "finders," as defined in Section 218.386(1)(a), Florida Statutes,
as amended, connected with the sale and purchase of the Bonds.
(c) The underwriting spread, the difference between the price at which the Bonds
will be initially offered to the public by the Underwriters and the price to be paid to the
Issuer for the Bonds will be$ per $1,000 ofBonds issued.
(d) As part of the estimated underwriting spread set forth in paragraph (c) above,
the Underwriters will charge a management fee of$ per $1,000 of Bonds
14"111% issued.
Schedule II - I
(e) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Bonds to any person not regularly
employed or retained by the Underwriters (including any "finder" as defined in
Section 218.3 86(1)(a), Florida Statutes), except as specifically enumerated as expenses to
be incurred by the Underwriters, as set forth in paragraph (a) above.
(f) The name and address of the Underwriters are:
Stifel, Nicolaus & Company, Incorporated
111 N. Magnolia Ave., Suite 1175
Orlando, FL 32801
RBC Capital Markets, LLC
100 Second Avenue South, Suite 800
St. Petersburg, FL 33701
UBS Financial Services Inc.
I I I N Orange Ave, Suite 1300
Orlando, FL 32801
The purpose of the following two paragraphs is to furnish, pursuant to the provisions n
of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth -in -bonding
statement required thereby, as follows:
(a) The Issuer is proposing to issue $ of the Bonds for the principal
purposes of (1) financing and reimbursing various capital improvements to the Issuer's
sound walls, fire stations and parks and recreation, and (2) paying certain costs and
expenses relating to the issuance of the Bonds. This obligation is expected to be repaid
over a period of approximately _ _ years. At an all -in true interest cost of
approximately_._%, total interest paid over the life of the Bonds will be$
(b) The source of repayment or security of the Bonds is the Pledged Funds,
which Pledged Funds include legally available Non -Ad Valorem Revenues budgeted and
appropriated in accordance with Resolution No. R- of the Issuer adopted on
, 2018, as amended and supplemented from time to time. Authorizing this
debt will result in an average of$ ._ (average annual debt service) of such
Pledged Funds not being available to finance other services of the Issuer each year for
approximately_._ years.
Schedule II - 2
The foregoing is provided for information purposes only and shall not affect or
control the actual terms and conditions of the Bonds.
Vcry truly yours,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED, as Representative
Matthew Sansbury, Managing Director
Schedule II - 3
Underwriters' Estimated Expenses
Underwriters' Counsel Fees
and Expenses
Dalcomp
Day Loan
CUSIP
DTC
Communications, Miscellaneous
Total
E
ATTACHMENT 1
Schedule II - Attachment 1 - 1
EXHIBIT A
FORM OF ISSUE PRICE CERTIFICATE
CITY OF TAMARAC, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018
The undersigned, on behalf of Stifel, Nicolaus and Company Incorporated (the
"Representative"), on behalf of itself and RBC Capital Markets, LLC and UBS Financial
Services Inc. (together, the "Underwriting Group"), hereby certifies as set forth below with
respect to the sale and issuance of the above -captioned obligations (the 'Bonds").
Select appropriate provisions below:
I. [Alternative P - All Maturities Use General Rule: Sale of the Bonds. As of
the date of this certificate, for each Maturity of the Bonds, the first price at which at least
10% of such Maturity of the Bonds was sold to the Public is the respective price listed in
Schedule A -I.] [Alternative 22 -Select Maturities Use General Rule: Sale of the General
Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule
Maturities, the first price at which at least I0% of such Maturity of the Bonds was sold to
the Public is the respective price listed in Schedule A -I.]
2. Initial Offering Price of the [Bonds] [Hold -the -Offering Price Maturities].
(a) [Alternative 13 -All Maturities Use Hold-the-O,[ering-Price Rule • The Underwriting
Group offered the Bonds to the Public for purchase at the respective initial offering prices
listed in Schedule A -I (the "Initial Offering Prices") on or before the Saie Date. A copy of
the pricing wire or equivalent communication for the Bonds is attached to this certificate
as Schedule A -II.] [Alternative 24 - Select Maturities Use Hold-the-Ocering-Price Rule:
The Underwriting Group offered the Hold -the -Offering -Price Maturities to the Public for
purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering
Prices") on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule A -II.]
(b) [Alternative 1-All Maturities use Hold -the -Offering -Price Rule: As set forth
in the Bond Purchase Agreement, dated , 2018 among the Issuer and the
i If Alternative I is used, delete the remainder of paragraph I and all of paragraph 2 and renumber paragraphs accordingly.
z If Alternative 2 is used, delete Alternative I of paragraph 1 and use each Alternative 2 in paragraphs 2(a) and (b).
s If Alternative I is used, delete all of paragraph I and renumber paragraphs accordingly.
4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b).
Underwriting Group (the 'Bond Purchase Agreement"), the members of the Underwriting
Group have agreed in writing that, (i) for each Maturity of the Bonds, they would neither
offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than
the Initial Offering Price for such Maturity during the Holding Period for such Maturity
(the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the
agreement of each dealer who is a member of the selling group, and any retail distribution
agreement shall contain the agreement of each broker -dealer who is a party to the retail
distribution agreement, to comply with the hold -the -offering -price rule. Pursuant to such
agreement, no Underwriter (as defined below) has offered or sold any Maturity of the
Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of
the Bonds during the Holding Period. [Alternative 2 - Select Maturities Use Hold-the-
Otfering,-Price Rule: As set forth in the Bond Purchase Agreement, dated , 2018
among the Issuer and the Underwriting Group (the 'Bond Purchase Agreement"), the
members of the Underwriting Group have agreed in writing that, (i) for each Maturity of
the Hold -the -Offering -Price Maturities they would neither offer nor sell any of the Bonds
of such Maturity to anM person at a price that is higher than the Initial Offering Price for
such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price
rule") and(ii) @ny selling group ajueement shall contain the agreement of each dealer who
is a member of the selling group, and any retail distribution agreement shall contain the
agreement of each broker -dealer who is a party to the retail distribution agreement, to
comply with the hold -the -offering -price rule. Pursuant to such agreement, no Underwriter
(as defined below) has offered or sold any Maturity of the Hold -the -Offering -Price
Maturities at a price that is higher than the respective Initial Offering Price for that Maturity
of the Bonds during the Holding Period.
3. Defined Terms. [(a) General Rule lvfaturities means those Mar..irities of the
Bonds listed in Schedule A hereto as the "General Rule Maturities."]
[(b) Hold -the -Offering -Price Maturities means those Maturities of the Bonds
listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities."]
[(c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity,
the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth
business day after the Sale Date , 2018), or (ii) the date on which the the
Underwriters have sold at least 10% of such Hold -the -Offering -Price Maturity to the Public
at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price
Maturity.]
(d) Issuer means the City of Tamarac, Florida.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with
different maturity dates, or Bonds with the same maturity date but different stated interest
rates, are treated as separate maturities.
WN
n
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term "related parry" for purposes of this certificate generally means any
two or more persons who have greater than 50 percent common ownership, directly or
indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing
for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2018.
(h) Underwriter means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (i) of
this paragraph to participate in the initial sale of the Bonds to the Public (including a
member of a selling group or a party to a retail distribution agreement participating in the
initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the Representative's interpretation of any laws,
including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations thereunder. The undersigned understands that the
foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in its Tax Ce 1 iificate as to Arbitrage and the Provisions of Sections
141-150 of the Internal Revenue Code of 1985, as Amended, dated , 2018, and
with respect to compliance with the federal income tax rules affecting the Bonds, and by
Bryant Miller Olive P.A., Bond Counsel, in connection with rendering its opinion that the
interest on the Bonds is excluded from gross income for federal income tax purposes, the
preparation of Internal Revenue Service Form 8038-G, and other federal income tax advice
it may give to the Issuer from time to time relating to the Bonds.
Dated: ,2018
STIFEL, NICOLAUS & COMPANY,
INCORPORATED, as Representative
$ y - - - - - - - - - - - - - - - - -
Matthew Sansbury, Managing Director
Ley- ----------------
Alan Murphy, Managing Director
US N
n
SCHEDULE A -I
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL
OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES
(Attached)
Schedule A -I
SCHEDULE A -II
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
Schedule A -II
EXHIBITB
n
FORM OF CITY ATTORNEY OPINION
,2018
City Commission of the City of Tamarac Bryant Miller & Olive P.A.
Tamarac, Florida Orlando, Florida
Stifel, Nicolaus & Company, Incorporated RBC Capital Markets, LLC
Orlando, Florida St. Petersburg, Florida
UBS Financial Services Inc.
Orlando, Florida
City of Tamarac, Florida
Capital Improvement Revenue Bonds, Series 2018
Dear Ladies and Gentlemen:
We have acted as counsel to the City of Tamarac, Florida (the "City or Issuer"), in
connection with the authorization, sale and delivery of the above -referenced Bonds (the
"Bonds"), dated , 2018, pursuant to the Constitution and laws of the State of
Florida, Chapter 166, Part I1, Florida Statutes, the municipal charter of the Issuer, and other
applicable provisions of law, and Resolution No. R- duly adopted by the City
Commission of the City (the "City Commission") on , 2018 (the 'Bond
Resolution"). Except as otherwise noted, capitalized terms used herein shall have the
meaning ascribed to them in the Bond Resolution.
In our opinion:
1. The Issuer is a municipal corporation of the State of Florida (the "State") duly
created, organized and existing under the laws of the State, specifically the Constitution of
the State, Chapter 166, Florida Statutes and the municipal charter of the Issuer, as amended
and supplemented (the "Act"), and has full legal right, power and authority under the Act
and the Bond Resolution (A) to adopt the Bond Resolution and to enter into, execute and
deliver the Purchase Contract and the Disclosure Dissemination Agent Agreement (the
Bond Resolution, the Purchase Contract and the Disclosure Dissemination Agent
Agreement are collectively referred to as the "Issuer Documents") and all documents
M.
A
required thereunder to be executed and delivered by the Issuer, (B) to sell, issue and deliver
the Bonds to the Underwriters as provided in the Purchase Contract, and (C) to carry out
and consummate the transactions contemplated by the Issuer Documents and the Official
Statement with respect to the Bonds dated , 2018 (the "Official Statement"),
and the Issuer has complied, and as of the date hereof is in compliance in all respects, with
the terms of the Act and the Issuer Documents as they pertain to such transactions;
2. By all necessary official action of the Issuer prior to or concurrently with the
acceptance of the Purchase Contract, the Issuer has duly authorized all necessary action to
be taken by it for (A) the adoption of the Bond Resolution and the issuance and sale of the
Bonds, (B) the approval, execution and delivery of, and the performance by the Issuer of
the obligations on its part, contained in the Bonds, the Issuer Documents, and (C) the
consummation by it of all other transactions contemplated by the Official Statement, the
Issuer Documents and any and all such other agreements and documents as may be required
to be executed, delivered and/or received by the Issuer in order to carry out, give effect to,
and consummate the transactions contemplated in the Purchase Contract and in the Official
Statement;
3. The Bond Resolution was duly and validly adopted by the Issuer and is in
full force and effect; the Bond Resolution and all other proceedings pertinent to the validity
and enforceability of the Bonds and the collection, levying and receipt of the Pledged Funds
have been duly and validly adopted or undertaken in compliance with all applicable
procedural requirements of the Issuer and in compliance with the Constitution and laws of
the State, including the Act and the Bond Resolution remains in full force and effect as of
the date hereof and no event has occurred that constitutes or would, with the passage of
time, give rise to a breach of the covenants contained therein or a default or inability of the
City to perfonn thereunder;
4. The Issuer Documents have been duly authorized, executed and delivered by
the Issuer, and constitute legal, valid and binding obligations of the Issuer enforceable
against the Issuer in accordance with their respective terms, except to the extent limited by
bankrnptcy, insolvency, reorganization, moratorium or other similar laws and equitable
principles of general application relating to or affecting the enforcement of creditors' rights;
and the Bonds, when issued, delivered and paid for, in accordance with the Bond
Resolution and the Purchase Contract, will constitute legal, valid and binding obligations
of the Issuer entitled to the benefits of the Bond Resolution and enforceable in accordance
with their terns, subject to bankruptcy, insolvency, reorganization, moratorium and other
similar laws and principles of equity relating to or affecting the enforcement of creditors'
rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Bond
Resolution will provide, for the benefit of the holders, from time to time, of the Bonds, the
legally valid and binding pledge of and lien it purports to create as set forth in the Bond
Resolution;
IM
5. The distribution of the Preliminary Official Statement with respect to the
Bonds dated , 2018 (the 'Preliminary Official Statement") and the Official Statement
have been duly authorized by the Issuer;
6. All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction
of the matter which are required for the due authorization of, 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 under the Issuer Documents and the Bonds
have been obtained;
7. There is no legislation, action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, government agency, public board or body, pending
or, to the best knowledge of the Issuer, after due inquiry threatened against the Issuer,
affecting the corporate existence of the Issuer or, except as disclosed in the Official
Statement, the titles of its officers to their respective offices, or affecting or seeking to
prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the levying, receipt
and collection of the Pledged Funds) pursuant to the Bond Resolution or in any way
contesting or affecting the validity or enforceability of the Bonds, the Issuer Documents,
or contesting the exclusion from gross income of interest on the Bonds for federal income
tax purposes or state tax purposes, or contesting in any way the completeness or accuracy
of the Preliminary Official Statement or the Official Statement or any supplement or
amendment thereto, or contesting the powers of the Issuer or any authority for the issuance
of the Bonds, the adoption of the Bond Resolution or the execution and delivery of the
Issuer Documents, nor, to the best of our knowledge, is there any basis therefor, wherein
an unfavorable decision; ruling or finding would materially adversely affect the validity or
enforceability of the Bonds, or the Issuer Documents;
8. The execution and delivery of the Issuer Documents and compliance by the
Issuer with the provisions thereof, under the circumstances contemplated therein, will not
conflict with or constitute on the part of the Issuer a material breach of or a default under
any agreement or instrument to which the Issuer is a party, or violate any existing law,
administrative regulation, court order, or consent decree to which the Issuer is subject;
9. Based on the examination we have caused to be made and our participation
at conferences at which the Preliminary Official Statement and the Official Statement were
discussed, nothing has come to our attention to lead us to believe that the information
contained in the Preliminary Official Statement or the Official Statement relating to the
City (except financial and statistical information thereof as to which no opinion is
expressed), as to legal matters only, contains any untrue statement of material fact or omits
to state any material fact required to be stated therein or necessary to make the statements
therein, in light of circumstances under which they were made, not misleading; and
IM
10. All conditions precedent to the issuance of the Bonds contained in resolutions
or ordinances of the City have been complied with.
Sincerely,
Goren, Cherof, Doody & Ezrol, P.A.
rMO
EXHIBITC
CERTIFICATE OF CITY AS TO SIGNATURES,
NO LITIGATION AND OTHER MATTERS
The undersigned, Harry Dressler, Mayor, Michael C. Cemech, City Manager, Mark
C. Mason, CPA, Director of Financial Services (but not with respect to Paragraph X as to
each), and Patricia A. Teufel, CMC, City Clerk (but only with respect to Paragraphs VIII,
IX and X) of the City of Tamarac, Florida (the "City"), in connection with the issuance this
day by the City of the following described obligations (the "Bonds"):
$ City of Tamarac, Florida Capital Improvement Revenue
Bonds, Series 2018, dated , 2018, numbered consecutively from
R-1 upward, in the denomination of $5,000 each or integral multiples thereof,
bearing interest (payable April 1 and October 1, commencing 1,
201_) at the rates and maturing on October 1, in the following years and
amounts:
$ Serial Bonds
Year Interest
(October 1) Amount Rate
no T-TFRFRV rFRTIFV th t-
I
The representations and warranties of the City contained in the Bond Purchase
Agreement dated June _, 2018 between the City and Stifel, Nicolaus & Company,
Incorporated, acting on behalf of itself and RBC Capital Markets, and UBS Financial
Services, Inc. (the "Purchase Contract") are true and correct in all material respects as of
the date hereof, the City has satisfied all conditions on its part to be performed or satisfied
thereunder, and the information and statements contained in the Official Statement with
respect to the Bonds dated June_, 2018 (the "Official Statement") were, as of the date of
the Official Statement, and are, as of the date hereof, true, correct and complete in all
material respects for the purposes for which such Official Statement is to be used, and that
such information in the Official Statement did not and does not include any untrue
statement of a material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, that such certification does not include the information
concerning DTC and DTC's book -entry only system contained in the Official Statement.
n
C-1
II
No event affecting the City has occurred since the date of the Official Statement
which should be disclosed in the Official Statement for the purposes for which it is to be
used or which is necessary to be disclosed therein in order to make the statements and
information therein not misleading in any material respect as of the date hereof.
III
The financial statements and the other financial and statistical data relating to the
City and the Non -Ad Valorem Revenues and the Pledged Funds included in the Official
Statement, are true and correct, as of their dates, and no event has occurred since such dates
that would cause such statements and data not to be materially correct as of the date hereof.
IV
Since the date of the financial statements included in the Official Statement, (i) no
material adverse change has occurred in the financial condition of the City, and (ii) the City
has not incurred any material liabilities other than in the ordinary course of business, except
as set forth in or contemplated by the Official Statement.
^ V
The City is not and has not been in default on any bond issued since December 31,
1975, that -would be considered material by a reasonable investor. The City has not
undertaken an independent review or investigation of securities for which it has served as
conduit issuer. The City does not believe that any information about any default on such
securities is appropriate and would be considered material by a reasonable investor in
the Bonds because the City would not have been obligated to pay the debt service on any
such securities except from payments made to it by the private companies on whose behalf
such securities were issued and no funds of the City would have been pledged or used to
pay such securities or the interest thereon.
VI
Except as disclosed in the Official Statement, there is no litigation of which any of
us have notice, and no litigation is pending or, to the best knowledge of each of the
undersigned, threatened against the City in any court or administrative body, nor is there
any basis for litigation which would (A) contest the right of the commissioners or officials
of the City to hold and exercise their respective positions, (B) contest the due organization
and valid existence of the City, (C) contest the validity, due authorization or execution of
the Bonds, or the Issuer Documents (as defined in the Purchase Contract) or (D) attempt to
limit, enjoin or otherwise restrict or prevent the City from functioning and collecting
n revenues and other income or anticipated receipt of Non -Ad Valorem Revenues or the
Pledged Funds.
C-2
VII
The City has not been notified of any listing by the Internal Revenue Service to the
effect that it is a bond issuer whose arbitrage certifications may not be relied upon.
VIII
The Bonds have been signed with the manual signatures of the undersigned Mayor
and the City Manager, have been attested and countersigned with the manual signature of
the undersigned City Clerk, and have been approved as to fonn with the manual signature
of the City Attorney.
The resolutions of the City authorizing the execution, delivery and/or perfo 1 mance
of the Official Statement, the Bonds and the Issuer Documents have been duly adopted by
the City, are in full force and effect and have not been modified, amended or repealed.
M
The seal which has been impressed upon this Certificate is the legally adopted,
proper and only official seal of the City, and such seal has been impressed upon said Bonds. n
Capitalized terms used in this Certificate but not herein defined shall have the
meanings ascribed to them in the Purchase Contract.
[Signature page follows]
n
C-3
r�
[SIGNATURE PAGE TO CERTIFICATE OF CITY AS TO SIGNATURES, NO
LITIGATION AND OTHER MATTERS]
WITNESS, our hand and said corporate seal this_ day of , 2018.
SIGNATURE
Harry Dressler
Michael C. Cernech
Mark C. Mason, CPA
Patricia A. Teufel, CMC
(SEAL)
OFFICIAL TITLE
Mayor
City of Tamarac, Florida
City Manager
City of Tamarac, Florida
Director of Financial Services
City of Tamarac, Florida
City Clerk
City of Tamarac, Florida
C-4
TEMP RESO. #13115
PAGE 45
EXHIBIT C
FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT
n
n
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as
of July , 2018, is executed and delivered by CITY OF TAMARAC, FLORIDA (the
"Issuer") and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination
Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders
(hereinafter defined) of the Bonds (hereinafter defined) and in order to assist the Issuer in
processing certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-
12 of the United States Securities and Exchange Commission under the Securities Exchange Act
of 1934, as the same may be amended from time to time (the "Rule").
The services provided under this Disclosure Agreement solely relate to the execution of
instructions received from the Issuer through use of the DAC system and do not constitute
"advice" within the meaning of the Dodd -Frank Wall Street Reform and Consumer Protection
Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on
the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial
product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to
the contrary. DAC is not a "Municipal Advisor" as such term is defined in Section 15B of the
Securities Exchange Act of 1934, as amended, and related rules.
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the
following meanings:
"Annual Filing Date" means the date, set in Sections 2(a) and 2(f) hereof, by which the
Annual Report is to be filed with the MSRB.
"Annual Financial Information" means annual financial information as such term is used
in paragraph (b)(S)(i) of the Rule and specified in Section 3(a) of this Disclosure
Agreement.
"Annual Report" means an Annual Report containing Annual Financial Information
described in and consistent with Section 3 of this Disclosure Agreement.
"Audited Financial Statements" means the annual financial statements of the Issuer for
the prior fiscal year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph
(b)(S)(i)(B) of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
"Certification" means a written certification of compliance signed by the Disclosure
,..� Representative stating that the Annual Report, Audited Financial Statements, Notice
Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary
45105715,2
10-*\,
Financial Disclosure delivered to the Disclosure Dissemination Agent is the Annual
Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice,
Voluntary Event Disclosure or Voluntary Financial Disclosure required to be submitted
to the MSRB under this Disclosure Agreement. A Certification shall accompany each
such document submitted to the Disclosure Dissemination Agent by the Issuer and
include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which
the document applies.
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting
in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure
Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof.
"Disclosure Representative" means the Director of Financial Services of the Issuer or his
or her designee, or such other person as the Issuer shall designate in writing to the
Disclosure Dissemination Agent from time to time as the person responsible for
providing Information to the Disclosure Dissemination Agent.
"Failure to File Event" means the Issuer's failure to file an Annual Report on or before
the Annual Filing Date.
"Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or shut-
down of the Electronic Municipal Market Access system maintained by the MSRB; or
(iii) to the extent beyond the Disclosure Dissemination Agent's reasonable control, /-N
interruptions in telecommunications or utilities services, failure, malfunction or error of
any telecommunications, computer or other electrical, mechanical or technological
application, service or system, computer virus, interruptions in Internet service or
telephone service (including due to a virus, electrical delivery problem or similar
occurrence) that affect Internet users generally, or in the local area in which the
Disclosure Dissemination Agent or the MSRB is located, or acts of any government,
regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from performance of its obligations under this
Disclosure Agreement.
"Holder" means any person (a) having the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any Bonds (including persons
holding Bonds through nominees, depositories or other intermediaries) or (b) treated as
the owner of any Bonds for federal income tax purposes.
"Information" means, collectively, the Annual Reports, the Audited Financial Statements,
the Notice Event notices, the Failure to File Event notices, the Voluntary Event
Disclosures and the Voluntary Financial Disclosures.
"MSRB" means the Municipal Securities Rulemaking Board, or any successor thereto,
established pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934.
"Notice Event" means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement. /-N,
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i"N
"Obligated Person" means any person, including the Issuer, who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arrangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance, letters of credit, or other liquidity facilities), as
shown on Exhibit A.
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds, as listed in Exhibit A.
"Trustee" means the institution, if any, identified as such in the document under which
the Bonds were issued.
"Voluntary Event Disclosure" means information of the category specified in any of
subsections (e)(vi)(1) through (e)(vi)(11) of Section 2 of this Disclosure Agreement that
is accompanied by a Certification of the Disclosure Representative containing the
information prescribed by Section 7(a) of this Disclosure Agreement.
"Voluntary Financial Disclosure" means information of the category specified in any of
subsections (e)(vii)(1) through (e)(vii)(9) of Section 2 of this Disclosure Agreement that
is accompanied by a Certification of the Disclosure Representative containing the
information prescribed by Section 7(b) of this Disclosure Agreement.
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination Agent not later than the Annual Filing Date.
Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the
Disclosure Dissemination Agent shaii provide an Annual Report to the MSRB not later than the
210 days following the end of each fiscal year of the Issuer, commencing with the fiscal year
ending September 30, 2018. Such date and each anniversary thereof is the Annual Filing Date.
The Annual Report may be submitted as a single document or as separate documents comprising
a package, and may cross-reference other information as provided in Section 3 of this Disclosure
Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual
Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form
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45105715,2
attached as Exhibit B, which may be accompanied by a cover sheet completed by the Disclosure
Dissemination Agent in the form set forth in Exhibit C-1.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 06:00 p.m. Eastern time on Annual Filing Date (or, if such Annual Filing Date
falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual
Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the
Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the MSRB
in substantially the form attached as Exhibit B without reference to the anticipated filing date for
the Annual Report, which may be accompanied by a cover sheet completed by the Disclosure
Dissemination Agent in the form set forth in Exhibit C-1.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available,
provide at such time an electronic copy to the Disclosure Dissemination Agent, accompanied by
a Certification, together with a copy for the Trustee, if any, for filing with the MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the Annual
Filing Date;
(ii) upon receipt, promptly file each Annual Report received under Sections
2(a) and 2(b) hereof with theMSRB;
(iii) upon receipt, promptly file each Audited Financial Statement received
under Section 2(d) hereof with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(b)(ii) hereof with the MSRB, identifying the Notice
Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) hereof
(being any of the categories set forth below) when filing pursuant to
Section 4(c)of this Disclosure Agreement:
1. "Principal and interest payment delinquencies;"
2. "Non -Payment related defaults, if material;"
3. "Unscheduled draws on debt service reserves reflecting financial
difficulties;"
4. "Unscheduled draws on credit enhancements reflecting financial
difficulties;"
5. "Substitution of credit or liquidity providers, or their failure to
perform;"
4
45105715,2
/10"�
6. "Adverse tax opm Ions, IRS notices or events affecting the tax
status of the security;"
7. "Modifications to rights of securities holders, if material;"
8. 'Bond calls, if material;"
9. "Defeasances;"
10. "Release, substitution, or sale of property securing repayment of
the securities, if material;"
11. "Rating changes;"
12. "Tender offers;"
13. 'Bankruptcy, insolvency, receivership or similar event of the
obligated person;"
14. "Merger, consolidation, or acquisition of the obligated person, if
material;" and
15. "Appointment of a successor or additional trustee, or the change of
name of a trustee, if material;"
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of
Exhibit B to this Disclosure Agreement with the MSRB, identifying the
filing as "Failure to provide annual financial information as required"
when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure
Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Event Disclosure
received under Section 7(a) hereof with the MSRB, identifying the
Voluntary Event Disclosure as instructed by the Issuer pursuant to Section
7(a) (being any of the categories set forth below) when filing pursuant to
Section 7(a) of this Disclosure Agreement:
1. "amendment to continuing disclosure undertaking;"
2. "change in obligated person;"
3. "notice to investors pursuant to bond documents;"
4. "certain communications from the Internal Revenue Service;"
other than those communications included in the Rule;
5. "secondary market purchases;"
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45105715,2
6. "bid for auction rate or other securities;"
7. "capital or other financing plan;"
8. "litigation/enforcement action;"
9. "change of tender agent, remarketing agent, or other on -going
per,
10. "derivative or other similar transaction;" and
11. 'other event -based disclosures;"
(vii) upon receipt, promptly file the text of each Voluntary Financial Disclosure
received under Section 7(b) hereof with the MSRB, identifying the
Voluntary Financial Disclosure as instructed by the Issuer pursuant to
Section 7(b) (being any of the categories set forth below) when filing
pursuant to Section 7(b) of this Disclosure Agreement:
1. "quarterly/monthly financial information;"
2. "Timing of annual disclosure (120/150 days);"
3. "change in fiscal year/timing of annual disclosure;"
4. "change in accounting standard;"
5. "interim/additional financial information/operating data;"
6. "budget;"
7. "investment/debt/financial policy;"
8. "information provided to rating agency, credit/liquidity provider or
other third party;"
9. "consultant reports;" and
10. 'other financial/operating data."
(viii) provide the Issuer evidence of the filings of each of the above when made,
which shall be by means of the DAC system, for so long as DAC is the
Disclosure Dissemination Agent under this Disclosure Agreement.
(f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by
providing written notice of such change and the new Annual Filing Date to the Disclosure
Dissemination Agent, Trustee (if any) and the MSRB, provided that the period between the
existing Annual Filing Date and new Annual Filing Date shall not exceed one year.
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(g) Anything in this Disclosure Agreement to the contrary notwithstanding, any
Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on
any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure
Agreement and that is accompanied by a Certification and all other information required by the
terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the
MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the
Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if
such delay is caused by a Force Majeure Event provided that the Disclosure Dissemination
Agent uses reasonable efforts to make any such filing as soon as possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain Annual Financial Information with respect to the
Issuer, including the information provided in the Official Statement under the headings: "General
Fund Non -Ad Valorem Revenues Legally Available To Pay Debt Service on Series 2018 Bonds
Last Six Fiscal Years," "Historical Revenues and Expenditures," OUTSTANDING DEBT
SECURED BY NON -AD VALOREM REVENUE SOURCES," "HISTORICAL DEBT
SERVICE COVERAGE" and "PENSIONS AND OTHER POST EMPLOYMENT BENEFITS."
(b) Audited Financial Statements as described in the Official Statement will be
included in the Annual Report. If audited financial statements are not available, then unaudited
financial statements, prepared in accordance with generally accepted accounting principals as
described in the Official Statement will be included in the Annual Report. In such event,
Audited Financial Statements (if any) will be provided pursuant to Section 2(d).
Any or all of the items listed above may be included by specific reference from other
documents including as to those items listed in (a) above the Audited Financial Statements,
including official statements of debt issues with respect to which the Issuer is an "obligated
person" (as defined by the Rule), which have been previously filed with the Securities and
Exchange Commission or available on the MSRB Internet Website. If the document incorporated
by reference is a final official statement, it must be available from the MSRB. The Issuer will
clearly identify each such document so incorporated by reference.
If the Annual Financial Information contains modified operating data or financial
information different from the Annual Financial Information agreed to in the continuing
disclosure undertaking related to the Bonds, the Issuer is required to explain, in narrative form,
the reasons for the modification and the impact of the change in the type of operating data or
financia.l information being provided.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds
constitutes a Notice Event:
Principal and interest payment delinquencies;
2. Non-payment related defaults, ifmaterial;
7
45105715,2
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of Bond holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Obligated
Person;
Note to subsection (a)(12) of this Section 4: For the purposes of the
event described in subsection (a)(12) of this Section 4, the event is
considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent or similar officer for an Obligated Person in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the
Obligated Person, or if such jurisdiction has been assumed by leaving the
existing governing body and officials or officers in possession but subject
to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or
liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the Obligated
Person.
13. The consummation of a merger, consolidation, or acquisition involving an
Obligated Person or the sale of all or substantially all of the assets of the
Obligated Person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
8
45105715,2
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
The Issuer shall, in a timely manner not later than nine (9) business days after its
occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice
Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence
pursuant to subsection (c) and shall be accompanied by a Certification. Such notice or
Certification shall identify the Notice Event that has occurred (which shall be any of the
categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the
disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the
Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer
desires for the Disclosure Dissemination Agent to disseminate the information (provided that
such date is not later than the tenth business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within two business days of receipt of such notice (but in any event not later
than the tenth business day after the occurrence of the Notice Event, if the Issuer determines that
a Notice Event has occurred), instruct the Disclosure Dissemination Agent that either (i) a Notice
Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the
Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this
Section 4, together with a Certification. Such Certification shall identify the Notice Event that
has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure
Agreement), include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth business day after
the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with MSRB
in accordance with Section 2 (e)(iv) hereof. This notice may be filed with a cover sheet
completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
SECTION 5. CUSIP Numbers. The Issuer will provide the Dissemination Agent with
the CUSIP numbers for (i) new bonds at such time as they are issued or become subject to the
Rule and (ii) any Bonds to which new CUSIP numbers are assigned in substitution for the
CUSIP numbers previously assigned to such Bonds.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and
understands that other state and federal laws, including but not limited to the Securities Act of
1933 and Rule lOb-5 promulgated under the Securities Exchange Act of 1934, may apply to the
9
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Issuer, and that the duties and responsibilities of the Disclosure Dissemination Agent under this
Disclosure Agreement do not extend to providing legal advice regarding such laws. The Issuer
acknowledges and understands that the duties of the Disclosure Dissemination Agent relate
exclusively to execution of the mechanical tasks of disseminating information as described in
this Disclosure Agreement.
SECTION 7. Voluntary Filing.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary
Event Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure
Representative. Such Certification shall identify the Voluntary Event Disclosure (which shall be
any of the categories set forth in Section 2(e)(vi) of this Disclosure Agreement), include the text
of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer
for the Disclosure Dissemination Agent to disseminate such information, and identify the date
the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the
Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section
7(a) to file a Voluntary Event Disclosure, the Disclosure Dissemination Agent shall promptly file
such Voluntary Event Disclosure with the MSRB in accordance with Section 2(e)(vi) hereof.
This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in
the form set forth in Exhibit C-2.
(b) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary
Financial Disclosure with the MSRB from time to time pursuant to a Certification of the /11-
Disclosure Representative. Such Certification shall identify the Voluntary Financial Disclosure
(which shall be any of the categories set forth in Section 2(e)(vii) of this Disclosure Agreement),
include the text of the disclosure that the Issuer desires to make, contain the written authorization
of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and
identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the
information. If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in this Section 7(b) hereof to file a Voluntary Financial Disclosure, the Disclosure
Dissemination Agent shall promptly file such Voluntary Financial Disclosure with the MSRB in
accordance with Section 2(e)(vii) hereof. This notice may be filed with a cover sheet completed
by the Disclosure Dissemination Agent in the form set forth in Exhibit C-3.
(c) The parties hereto acknowledge that the Issuer is not obligated pursuant to the
terms of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to Section
7(a) hereof or any Voluntary Financial Disclosure pursuant to Section 7(b) hereof.
(d) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to
File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure, in addition to
that required by this Disclosure Agreement. If the Issuer chooses to include any information in
any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event
notice, Voluntary Event Disclosure or Voluntary Financial Disclosure in addition to that which is
specifically required by this Disclosure Agreement, the Issuer shall have no obligation underthis
10
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n
Disclosure Agreement to update such information or include it in any future Annual Report,
Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event
Disclosure or Voluntary Financial Disclosure.
SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and
the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with
respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the
Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon
delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion
of counsel expert in federal securities laws to the effect that continuing disclosure is no longer
required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure
Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination
Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by
notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination
Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent
under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding
any replacement or appointment of a successor, the Issuer shall remain liable to the Disclosure
Dissemination Agent until payment in full for any and all sums owed and payable to the
'""�, Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by
providing thirty days' prior written notice to the Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the
Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the
Holders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by
action in mandamus or for specific performance, to compel performance of the parties' obligation
under this Disclosure Agreement. Any failure by a party to perform in accordance with this
Disclosure Agreement shall not constitute a default on the Bonds or under any other document
relating to the Bonds, and all rights and remedies shall be limited to those expressly stated
herein.
11
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SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's
obligation to deliver the information at the times and with the contents described herein shall be
limited to the extent the Issuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any Information or any other information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
Certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of the
Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal
counsel (either in-house or external) of its own choosing in the event of any disagreement or
controversy, or question or doubt as to the construction of any of the provisions hereof or its
respective duties hereunder, and shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such
counsel shall be payable by the Issuer.
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Agreement shall be provided in an electronic format and
accompanied by identifying information as prescribed by the MSRB.
SECTION 12. Amendment; Waiver. Notwithstanding any other prov 1 s 1 on of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities /011N
12
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W
and Exchange Commission from time to time by giving not less than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
amendment shall become effective if the Issuer shall, within 10 days following the giving of such
notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such
amendment.
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Issuer, the Trustee, if any, for the Bonds, the Disclosure Dissemination Agent, the
underwriter, and the Holders from time to time of the Bonds, and shall create no rights in any
other person or entity.
SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida (other than with respect to conflicts of laws).
SECTION 15. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
[Remainder of page intentionally left blank.]
13
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The Disclosure Dissemination Agent and the Issuer have caused this Continuing
Disclosure Agreement to be executed, on the date first written above, by their respective officers
duly authorized.
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Disclosure Dissemination Agent
Name:
CITY OF TAMARAC, FLORIDA
ATTEST: By:
Harry Dressler, Mayor
Pat Teufel; City Clerk Michael C. Cemech, City Manager
Approved as to form:
Samuel S. Goren, City Attorney
14
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EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer
Obligated Person(s)
Name of Bond Issue:
Date of Issuance:
Date of Official Statement
City of Tamarac, Florida
City of Tamarac, Florida
Capital Improvement Revenue Bonds, Series 2018
CUSIP Number: _ _
CUSIP Number:
CUSIP Number:
_ _ _ _ _ _
CUSIP Number:
_ _ _ _ _
CUSIP Number:
_ _ _ _ _
CUSIP Number:
_ _ _ _ _
CUSIP Number:
_ _ _ _ _
CUSIP Number:
_ _ _ _ _
CUSIP Number:
_ _ _ _ _
CUSIP Number:
CUSIP Number: — — — — —
— — — — —_ CUSIP Number:
— —
CUSIP Number:
— —
CUSIP Number:
_ _ _
CUSIP Number: —_ —
_ _ _
— —_ CUSIP Number:
_ _ _
CUSIP Number:
_ _ _
CUSIP Number:
_ _ _ _ _
CUSIP Number:
_— _ _ _ _
CUSIP Number:
CUSIP Number: — — — — —
_
— — — — CUSIP Number:
CUSIP Number: — — — — —
— — — — — CUSIP Number:
CUSIP Number: — — — — —
— — — —
CUSIP Number:
A — 'I
45105715,2
EXHIBITB
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Issuer: City of Tamarac, Florida
Obligated Person: City of Tamarac, Florida
Name(s) of Bond Issue(s): Capital Improvement Revenue Bonds, Series 2018
Date(s) oflssuance:
Date(s) of Disclosure
Agreement:
CUSIP Number:
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above -named Bonds as required by the Disclosure Agreement between the Issuer
and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. [The Issuer has
notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be
filed by I.
Dated:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf of the
Issuer
cc:
B-1
45105715,2
EXHIBITC-1
EVENT NOTICE COVER SHEET
This cover sheet and accompanying "event notice" may be sent to the MSRB, pursuant to Securities and Exchange
Commission Rule 15c2-12(b)(5)(i)(C) and (D).
Issuer's and/or Other Obligated Person's Name:
City of Tamarac, Floridam---------------------------------
Issuer's Six -Digit CUSIP Number:
87504T
or Nine -Digit CUSIP Number(s) of the bonds to which this event notice relates:
Number of pages attached:
Description of Notice Events (Check One):
1. "Principal and interest payment delinquencies;"
2. "Non -Payment related defaults, if material;"
3. "Unscheduled draws on debt service reserves reflecting financial difficulties;"
4. "Unscheduled draws on credit enhancements reflecting financial difficulties;"
5. "Substitution of credit or liquidity providers, or their failure to perform;"
6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;"
?. "Modifications to rights ofsecurities holders, ifmaterial;"
8._ "Bond calls, if material;"
9._ "Defeasances;"
10— "Release, substitution, or sale of property securing repayment of the securities, if material;"
I1._ "Rating changes;"
12._ "Tender offers;"
13._ "Bankruptcy, insolvency, receivership or similar event of the obligated person;"
14._ "Merger, consolidation, or acquisition of the obligated person, if material;" and
15._ "Appointment of a successor or additional trustee, or the change of name of a trustee, if material."
Failure to provide annual financial information as required.
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
Date:
C-1
45105715,2
EXHIBITC-2
VOLUNTARY EVENT DISCLOSURE COVER SHEET
This cover sheet and accompanying "voluntary event disclosure" may be sent to the MSRB, pursuant to the
Disclosure Dissemination Agent Agreement dated as of between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
City of Tamarac, Flor>icla---------------------------------
Issuer's Six -Digit CUSIP Number:
87504T
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached: _
Description of Voluntary Event Disclosure (Check One):
1. "amendment to continuing disclosure undertaking;"
2. "change in obligated person;"
3. "notice to investors pursuant to bond documents;"
4. "certain communications from the Internal Revenue Service;"
5. "secondary market purchases;"
6. "bid for auction rate or other securities;"
? _ "capital or other financing plan;"
8._ "litigation/enforcement action;"
9._ "change of tender agent, remarketing agent, or other on -going party;"
10. "derivative or other similar transaction;" and
I I. "other event -based disclosures."
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title : ---------------------
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
Date:
/"\
C-2
45105715,2
EXHIBIT C-3
VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET
This cover sheet and accompanying "voluntary financial disclosure" may be sent to the MSRB, pursuant to the
Disclosure Dissemination Agent Agreement dated as of between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
City of Tamarac, Florida --------------------------------
Issuer's Six -Digit CUSIP Number:
87504T
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached: _
Description of Voluntary Financial Disclosure (Check One):
! "quarterly/monthly financial information;"
2._ "change in fiscal year/timing of annual disclosure;"
3._ "change in accounting standard;"
4— "interim/additional financial information/operating data;"
5._ "budget;"
6. "investment/debt/financial policy;"
7. "information provided to rating agency, credit/liquidity provider or other third party;"
8. "consultant reports;" and
9._ "other financial/operating data."
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title - --------------------
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
Date:
C-3
45105715,2
TEMP RESO. #13115
PAGE 46
EXHIBIT D
FORM OF PRELIMINARY OFFICIAL STATEMENT
h
MOO
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Tv
PRELIMINARY OFFICIAL STATEMENT DATED JUNE_, 2018
NEW ISSUE- BOOK -ENTRY ONLY RATINGS S & P AA (Stable Outlook)
Moody's Aa3
Fitch AA- (Stable Outlook)
In the opinion of bond counsel, assuming compliance by the City with certain covenants, under existing statutes, regulations, and judicial
decisions, the interest on the Series 2018 Bonds will be excluded from gross income for federal income tax purposes ofthe holders thereof and
will not be an item of tax preference for purposes ofthe federal alternative minimum tax. However, interest on the Series 2018 Bonds shall be
taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax on corporations for taxable
years that began prior to January 1, 2018. The alternative minimum tax on corporations was repealed for taxable years beginning on and after
January 1, 2018. See "TAX MATTERS" herein fora description of other tax consequences to holders ofthe Series 2018 Bonds.
[City Logo] $1910001000* [DAC Logo]
CITY OF TAMARAC, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018
Dated Date of Delivery Due October 1, as shown on inside cover
The City of Tamarac, Florida (the "City") is issuing its Capital Improvement Revenue Bonds, Series 2018 (the "Series 2018 Bonds") as fully registered bonds,
without coupons, which initially will be registered in the name of Cede & Co, as nominee of The Depository Trust Company ("DTC") Individual purchases will
be made in book -entry form only in denominations of$5,000 and any integral multiple thereof Purchasers of the Series 2018 Bonds (the "Beneficial Owners") will
not receive physical delivery of the Series 2018 Bonds Transfer of ownership in the Series 2018 Bonds will be effected by DTC's book -entry system as described
herein As long as Cede & Co is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which
will in turn remit such payments to the DTC Participants (as defined herein) for subsequent disbursement to the Beneficial Owners The principal, the premium, if
any, and interest on the Series 2018 Bonds will be payable by U S Bank National Association, as Paying Agent, or its successors Interest on the Series 2018 Bonds
is payable semi-annually April 1 and October 1 of each year commencing October 1, 2018 until maturity or prior redemption
Certain ofthe Series 2018 Bonds are subject to optional and mandatory redemption prior to maturity as set forth in this Official Statement
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE.
INVESTORS MUST RE4D THIS ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED
INVESTMENT DECISION.
The Series 2018 Bonds are being issued pursuant to the Constitution ofthe State of Florida, Chapter 166, Florida Statutes as amended, the municipal charter
ofthe City and other applicable provisions oflaw (collectively, the "Act"), and pursuant to Resolution No R-2018-_ adopted by the City Commission ofthe City
(the "City Commission") on June 13, 2018 (the "Resolution") The Series 2018 Bonds and the interest thereon are payable solely from and secured by alien upon
and pledge of (1) Non -Ad Valorem Revenues (as defined herein) budgeted and appropriated by the City in accordance with the Resolution and deposited into the
Debt Service Fund, and (2) until applied in accordance with the provisions ofthe Resolution, all moneys, including the investments thereof, inthe funds and accounts
established under the Resolution, with the exception ofthe Rebate Fund (collectively, the "Pledged Funds") The City has covenanted and agreed to appropriate in
its annual budget, by amendment ifnecessary, for each Fiscal Year in which the Series 2018 Bonds remain Outstanding, and deposit into the Debt Service Fund,
sufficient amounts of Non -Ad Valorem Revenues for the payment of principal of and interest on the Series 2018 Bonds and to make all other payments required
thereunderin each such Fiscal Year, subject tothe limitations described in the Resolution The City has outstanding other indebtedness as to which the City has
similarly covenanted to budget and appropriate Non -Ad Valorem Revenues for payment thereof The City also has outstanding indebtedness which is secured by a
pledge ofspecific Non -Ad Valorem Revenues, which indebtedness has priority over the Series 2018 Bonds as to payment from such pledged amounts See
"SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2018 BONDS" and "OUTSTANDING DEBT SECURED BY NON -AD VALOREM
REVENUE SOURCES" herein
THE SERIES 2018 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE CITY AS "BONDS"
WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY,
PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED HJNDS. NO HOLDER OF ANY SERIES 2018
BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OR THE USE OF AD
VALOREM TAX REVENUES TO PAY SUCH SERIES 2018 BOND, FOR THE PAYMENT OF ANY AMOUNTS PAYABLE UNDER THE
RESOLUTION, OR IN ORDER TO MAINTAIN ANY SERVICES OR PROGRAMS THAT GENERATE NON -AD VALOREM REVENUES, OR BE
ENTITLED TO PAYMENT OF SUCH SERIES 2018 BOND FROM ANY MONEYS OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE
MANNER PROVIDED IN THE RESOLUTION. SEE "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2018 BONDS" HEREIN.
The Series 2018 Bonds are being issued to (i) finance and/or reimburse the cost of acquiring, designing, constructing, reconstructing and equipping of various
capital improvements of the City, including without limitation capital improvements to the City's sound walls, fire station and parks and recreation (the "Project")
to pay a portion of the interest accruing on the Series 2018 Bonds and, (ui) pay costs of issuance of the Series 2018 Bonds
1lie Series 2018 Bonds are offered when, as and if issued and received by the Undern-raters, subject to the receipt of an opinion as to the validity ofthe Series
2018 Bonds and certain other matters by Bryant Miller Olive P A , Tampa, Florida, Bond Counsel Certain legal matters incident to the issuance and delivery of
the Series 2018 Bonds will be passed on for the City by its counsel, Goren, Cherqf, Doody & Ezra/, P A , Fort Lauderdale, Florida and Akerman LLP, Orlando,
Florida, Disclosure Counsel Nabors, Giblin & Nickerson, P A, Tampa, Florida is serving as Counsel to the Unden, -riters Larson Consulting Services, LLC,
Orlando, Florida is serving as Financial Advisor to the City It is expected that the Series 2018 Bonds will be available for delivery to the Underwriters at the
facilities of DTC in New York New York on or about July , 2018
STIFEL
RBC CAPITAL MARKETS
w
F o =,
Dated 2018
* Preliminary, subject to change
UBS FINANCIAL SERVICES INC.
CITY OFT AMARAC, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018
MATURITIES, AMOUNTS, INTEREST RATES, PRICES, YIELDS
AND INITIAL CUSIP NUMBERS
Initial
Maturity Interest CUSIP
(Octoher 1) Amount* Rate Price Yield Number**
/1
Preliminary, subject to change.
** The City is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made
by the City as to their correctness. The CUSIP number for a specific maturity is subject to being changed after the
issuance of the Series 2018 Bonds if celtain actions occur. '
rao
44890899,6
/1
OFFICIALS OF THE
CITY OF TAMARAC, FLORIDA
CITY COMMISSION
Harry Dressler, Mayor
Michelle J. Gomez, Vice Mayor
Marlon D. Bolton, Commissioner
Julie Fishman, Commissioner
Debra Placko, Commissioner
CITY OFFICIALS
Michael C. Cernech, City Manager
Mark C. Mason, CPA, Director of Financial Services
Pat Teufel, City Clerk
Christine A. Josephs Cajuste, CPA, Assistant Financial Services Director/Controller
CITY ATTORNEY
Goren, Cherof, Doody & Ezrol, P.A.
Fort Lauderdale, Florida
BOND COUNSEL
Bryant Miller Olive P.A.
Tampa, Florida
DISCLOSURE COUNSEL
Akerman LLP
Orlando, Florida
FINANCIAL ADVISOR
Larson Consulting Services, LLC
Orlando, Florida
AUDITORS
RSM US LLP
Fort Lauderdale, Florida
44890899,6
n
No dealer, broker, salesman or other person has been authorized to give any information or to make any representation
other than the information and representations contained herein, in connection with the offering of the Series 2018
Bonds, and if given or made, such information or representations must not be relied upon as having been authorized
by the City. This Official Statement does not constitute an offer to sell nor the solicitation ofan offer to buy, nor will
there be any sale of the Series 2018 Bonds to any person in any jurisdiction to whom it is unlawful to make such offer,
solicitation or sale. The information set forth herein has been obtained from the City and The Depository Trust
Company and other sources which are believed to be reliable, and while not guaranteed as to completeness or accuracy,
is believed to be correct as of the date of this Official Statement. Any statements in this Official Statement involving
estimates, assumptions and matters of opinion, whether or not so expressly stated, are intended as such and not as
representations of fact, and the City expressly makes no representation that such estimates, assumptions and opinions
will be realized or fulfilled. Any information, estimates, assumptions and matters of opinion contained in this Official
Statement 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 2018 Bonds have not been registered with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, nor has the Resolution been qualified under the Trust Indenture Act of 1939, as amended,
in reliance upon exemptions contained in such acts. The registration or qualification of the Series 2018 Bonds in
accordance with applicable provisions of the securities laws of the states, if any, in which the Series 2018 Bonds have
been- registered or qualified and the exemption from registration or qualification in certain other states cannot be
regarded as a recommendation thereof Neither these states nor any of their agencies have passed upon the merits of
the Series 2018 Bonds or the accuracy or completeness of this Official Statement. Any representation to the contrary
may be a criminal offense.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2018 BONDS, THE UNDERWRITERS MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE SERIES 2018 BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT /'�
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2018
BONDS TO CERTAIN DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING
PRICES STATED ON THE INSIDE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH
PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.
References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to
be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the
particular document, the full text of which may contain qualifications of and exceptions to statements made herein.
Where full texts have not been included as appendices to this Official Statement, copies may be obtained from the
City of Tamarac, Florida, 7525 NW 88th Avenue, Tamarac, Florida 33321, Attention: City Clerk, upon payment of
reproduction costs and postage and handling expenses.
The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters
have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to
investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the
Underwriters do not guarantee the accuracy or completeness of such information.
CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT REFLECT NOT
HISTORICAL FACTS BUT FORECASTS AND "FORWARD -LOOKING STATEMENTS." IN THIS
RESPECT, THE WORDS "ESTIMATE," "PROJECT," "ANTICIPATE," "EXPECT," "INTEND,"
"BELIEVE" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD -LOOKING
STATEMENTS. ALL PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS,
ESTIMATES AND OTHER FORWARD -LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN
THEIR • ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN THIS OFFICIAL
STATEMENT.
THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE CITY OR
THE UNDERWRITERS AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES 2018 BONDS.
THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN
44890899,6
BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE
FOLLOWING WEBSITES: WWW.MUNIOS.COM OR WWW.EMMA.MSRB.ORG. THIS OFFICIAL
STATEMENT SHOULD BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS
PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITES.
REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN, INCLUDING THE CITY'S WEBSITE OR
ANY OTHER WEBSITE CONTAINING INFORMATION ABOUT THE CITY, ARE FOR INFORMATIONAL
PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S
CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR
LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS
OFFICIAL STATEMENT FOR ANY PURPOSE INCLUDING FOR PURPOSES OF RULE 15c2-12
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.
44890899,6
n
TABLE OF CONTENTS
INTRODUCTION......................................................................................................................................................... I
THECITY............................................................................................................................................................. 2
THEPROJECT.............................................................................................................................................................2
DESCRIPTION OF THE SERIES 2018 BONDS........................................................................................................3
General...................................................................................................................................................................3
Book -Entry Only System.......................................................................................................................................3
OptionalRedemption.............................................................................................................................................5
MandatoryRedemption..........................................................................................................................................5
Noticeof Redemption.............................................................................................................................................5
Effectof Redemption.............................................................................................................................................6
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2018 BONDS......................................................6
General................................................................................................................................................................... 6
LimitedObligation.................................................................................................................................................6
Covenant to Budget and Appropriate Non -Ad Valorem Revenues.......................................................................6
Flowof Funds.........................................................................................................................................................7
Anti -Dilution Test..................................................................................................................................................8
NoImpairment........................................................................................................................................................9
NoReserve Fund....................................................................................................................................................9
/OO1
HISTORICAL REVENUES OF THE CITY................................................................................................................9
BudgetProcess.....................................................................................................................................................12
OUTSTANDING DEBT SECURED BY NON -AD VALOREM REVENUE SOURCES.......................................12
HISTORICAL DEBT SERVICE COVERAGE..........................................................................................................13
DESCRIPTION OF NON -AD VALOREM REVENUE SOURCES.........................................................................13
PublicService Taxes............................................................................................................................................14
Communication Services Tax..............................................................................................................................14
FPLElectrical Franchise Fees..............................................................................................................................14
SolidWaste Franchise Fees..................................................................................................................................14
Paymentin Lieu oftaxes......................................................................................................................................15
StateRevenue Sharing..........................................................................................................................................15
HalfCent Sales Tax..............................................................................................................................................16
FireRescue Assessment.......................................................................................................................................16
FUTUREFINANCING PLANS.................................................................................................................................17
INVESTMENTPOLICY............................................................................................................................................17
GENERAL FUND RESERVE POLICY....................................................................................................................17
DEBTMANAGEMENT POLICY..............................................................................................................................18
PENSIONS AND OTHER POST EMPLOYMENT BENEFITS...............................................................................18
PoliceOfficers Pension Plan................................................................................................................................18
GeneralEmployees Pension Fund.......................................................................................................................18
Firefighters' Pension Fund...................................................................................................................................18
Elected and Appointed Officers and Non -Represented Employees Retirement Plan ..........................................18
44890899,6
n
Net Pension Liability as of September 30, 2017 for the General Employees' Pension Plan ...............................19
Net Pension Liability as of September 30, 2017 for the Police Officers' Pension Plan.......................................19
Net Pension Liability as of September 30, 2017 for the Firefighters' Pension Plan............................................19
Net Pension Liability as of September 30, 2017 for the Elected and Appointed Officers and Non -Represented
Employees' Pension Plan .....................................................................................................................................19
OtherPost Employment Benefits........................................................................................................................19
Annual OPEB Cost and Net OPEB Obligation...................................................................................................20
ESTIMATED SOURCES AND USES OF FUNDS..................................................................................................22
DEBT SERVICE SCHEDULE FOR THE SERIES 2018 BONDS............................................................................22
PROPERTYTAX REFORM.....................................................................................................................................23
LEGALMATTERS....................................................................................................................................................25
LITIGATION..............................................................................................................................................................25
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS.............................................................25
TAXMATTERS.........................................................................................................................................................26
General................................................................................................................................................................. 26
Information Reporting and Backup Withholding................................................................................................26
OtherTax Matters................................................................................................................................................27
[Tax Treatment of Original Issue Discount..........................................................................................................27
[Tax Treatment of Bond Premium.......................................................................................................................27
RATINGS....................................................................................................................................................................28
FINANCIALADVISOR.............................................................................................................................................28
FINANCIALSTATEMENTS.....................................................................................................................................28
UNDERWRITING......................................................................................................................................................28
CONTINGENTFEES.................................................................................................................................................29
ENFORCEABILITY OF REMEDIES.........................................................................................................................29
CONTINUINGDISCLOSURE..................................................................................................................................29
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT...................................................................30
AUTHORIZATION OF OFFICIAL STATEMENT..................................................................................................31
APPENDIX A: General Information Concerning the City
APPENDIX B: Audited Basic Financial Statements of the City for the Fiscal Year Ended September 30, 2017
APPENDIX C: Form of Resolution
APPENDIX D: Form of Bond Counsel Opinion
APPENDIX E: Form of Disclosure Dissemination Agent Agreement
44890899,6
OFFICIAL STATEMENT
relating to
$19,000,000*
CITY OF TAMARAC,•FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2018
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain
information in connection with the issuance by the City of Tamarac, Florida (the "City") ofits $19,000,000* aggregate
principal amount of Capital Improvement Revenue Bonds, Series 2018 (the"Series 2018 Bonds").
The Series 2018 Bonds are being issued pursuant to the Constitution ofthe State of Florida, Chapter 166,
Florida Statutes, as amended, the municipal charter ofthe City and other applicable provisions of law (collectively,
the "Act"), and pursuant to Resolution No. R-2018-_ adopted by the City Commission of the City (the "City
Commission") on June 13, 2018 (the "Resolution"). The Series 2018 Bonds andthe interestthereon are payable solely
from and secured by a lien upon and pledge of(1) Non -Ad Valorem Revenues budgeted and appropriated by the City
inaccordance with the Resolution and deposited into the Debt Service Fund, and (2) until applied in accordance with
the provisions ofthe Resolution, all moneys, including the investments thereof, inthe funds and accounts established
under the Resolution, with the exception of the Rebate Fund (collectively, the "Pledged Funds"). The City has
covenanted and agreed to appropriate in its annual budget, by amendment ifnecessary, for each Fiscal Year in which
the Series 2018 Bonds remain Outstanding, and deposit into the Debt Service Fund, sufficient amounts of Non -Ad
Valorem Revenues for the payment of principal of and interest on the Series 2018 Bonds and to make all other
payments required thereunder in each such Fiscal Year, subject to the limitations described in the Resolution. The
City has outstanding other indebtedness asto whichthe City has similarly covenanted tobudget andappropriate Non -
Ad Valorem Revenues for payment ofthe Series 2018 Bonds. The City also has outstanding indebtedness which is
secured by a pledge of specific Non -Ad Valorem Revenues, which indebtedness has priority over the Series 2018
Bonds as to payment from such pledged amounts. See "SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2018 BONDS" AND "OUTSTANDING DEBT SECURED BY NON -AD VALOREM REVENUE
SOURCES" herein.
THE SERIES 2018 Bor;os SHALL I" OT BE OR COI" STITUTE GEI" ERAL OBLIGATIOI" S OR
INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE
SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO
HOLDER OF ANY SERIES 2018 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE
OF ANY AD VALOREM TAXING POWER OR THE USE OF AD VALOREM TAX REVENUES TO PAY
SUCH SERIES 2018 BOND, FOR THE PAYMENT OF ANY AMOUNTS PAYABLE UNDER THE
RESOLUTION, OR IN ORDER TO MAINTAIN ANY SERVICES OR PROGRAMS THAT GENERATE
NON -AD VALOREM REVENUES, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2018 BOND
FROM ANY MONEYS OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER
PROVIDED IN THE RESOLUTION. SEE "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES
2018 BONDS" HEREIN.
The Series 2018 Bonds are being issued to (i) finance and/or reimburse the cost of acquiring, designing,
constructing, reconstructing and equipping of various capital improvements of the City, including without limitation
capital improvements to the City's sound walls, fire station and parks and recreation (the "Project") (ii) to pay a portion
ofthe'interest accruing on the Series 2018 Bonds and (iii) pay costs of issuance of the Series 2018 Bonds.
The Series 2018 Bonds are issuable only in the form of fully registered bonds, without coupons, in the
principal amount of $5,000 or any integral multiples thereof. The interest on the Series 2018 Bonds is payable on
October 1, 2018 and on each April 1 and October 1 thereafter until maturity or earlier redemption as more fully .00-N
described herein. U.S. Bank National Association is serving as Registrar and Paying Agent for the Series 2018 Bonds.
* Preliminary, subject to change
44890899;6
All information included herein has been provided by the City, except those attributable to other sources.
Capitalized terms used but not defined herein have the same meanings as when used in the Resolution unless the
context clearly indicates otherwise. Descriptions of certain terms and provisions of the Series 2018 Bonds are set
forth in the Resolution, the form of which is attached to this Official Statement as APPENDIX C The description of
the Series 2018 Bonds, the documents authorizing and securing the same, and the information from various reports
and statements contained herein are not comprehensive or definitive. All references herein to such documents, reports
and statements are qualified by the entire, actual content of such documents, reports and statements. Copies of any
such documents that are not attached as appendices hereto may be obtained from the City of Tamarac, Florida, 7525
NW 881 Avenue, Tamarac, Florida 33321, Attention: City Clerk, upon payment of reproduction costs and postage
and handling expenses.
This Official Statement speaks only as of its date and the information contained herein is subject to change.
THE CITY
The City is located in Broward County, Florida, and had an estimated 2017 population of 65,199. The City
was incorporated in 1963 and operates under its own charter. The City operates under the Commissioner -Manager
form of government. Policy -making and legislative authority is vested in the City Commission, which consists of a
Mayor and a four member Commission. The City Commission is vested with policy -setting authority, adopting the
annual budget, approving purchases and services of the governmental operations, appointing committees and hiring
the City Manager and City Attorney. The City Manager is responsible for recommending and carrying out the policies
and ordinances of the City Commission, appointing the heads of the City's departments with the concurrence of the
City Commission, submitting of a proposed annual budget, advising the Commission as to the financial condition of
the City, and overseeing the day-to-day operations of the City.
For additional information regarding the City, see APPENDICES A and B attached hereto.
THE PROJECT
The Resolution defines the Project as the capital improvements to the City's sound walls, fire station and
parks and recreation as more particularly described in the Resolution, and such other municipal capital improvements
as shall be approved by the City Commission and as shall not cause the City to violate its covenants and obligations
under the Resolution, including, without limitation, ail property rights, appurtenances, easements, franchises and
equipment relating thereto and deemed necessary or convenient for the acquisition, design, construction,
reconstruction and equipping thereof. More specifically the Project includes:
AtAn
Estimated
Cost of
Sound Walls in various parts of the
City $8,800,000
The Construction of Fire Station 36
5,700,000
Improvements to Waters Edge Park 3,600,000
Total: $18,100,000
*Such Estimated Costs include Design, Construction and Contingency.
The City has already expended approximately $301,000 in City funds to initiate the Project and expects that
n proceeds of the Series 2018 Bonds will be sufficient to complete the Project.
44890899,6
DESCRIPTION OF THE SERIES 2018 BONDS
General
The Series 2018 3onds will be dated, will bear interest at the rates per annum, and subject to the redemption
provisions set forth below, will mature on the dates and in the amounts set forth on the inside cover page of this
Official Statement. Interest on the Series 2018 Bonds is to be computed on the basis of a 360-day year consisting of
twelve thirty -day months and will be payable semi-annually on April 1 and October 1, commencing October 1, 2018
until maturity or prior redemption. U.S. Bank National Association is the initial Paying Agent and Registrar for the
Series 2018 Bonds.
The Series 2018 Bonds are issuable as fully registered bonds, without coupons, in denominations of$5,000
or any integral multiple in excess thereof. The Series 2018 Bonds will be initially issued in the form of a single fully -
registered certificate for each maturity. Upon initial issuance, the ownership of the Series 2018 Bonds will be
registered in the bond register in the name of Cede & Co., as nominee for The Depository Trust Company, New York,
New York ("DTC"). See "DESCRIPTION OF THE SERIES 2018 BONDS -Book -Entry Only System" below.
Book -Entry Only System
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY
SYSTEM HASBEEN OBTAINED FROM DTC.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2018 BONDS, AS
NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2018
BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2018 BONDS SHALL MEAN CEDE & CO.
AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2018 BONDS. THE DESCRIPTION
WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL
OWNERSHIP INTERESTS IN THE SERIES 2018 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON
THE SERIES 2018 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL
OWNERS OF THE SERIES 2018 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP
INTERESTS IN THE SERIES 2018 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN
DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2018 BONDS IS BASED
SOLELY 011 Il'IF0Riv1ATI01'1 FUIVIISHED BYT DTC. ACCORDII GL Y, ! EITHER THE CITY OR THE
UNDERWRITER MAKE NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS.
DTC, New York, New York, will act as securities depository for the Series 2018 Bonds. The Series 2018
Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee)
or such other name as may be requested by an authorized representative of DTC. One fully -registered Series 2018
Bond certificate will be issued for each maturity of the Series 2018 Bonds as set forth in the inside cover of this
Official Statement, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world's largest depository, is a limited -purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds and provides asset servicing for over 3.5 million issues of U.S. and nim-U.S. equity, 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 transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation
("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income 10-11,
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship
44890899,6
,-11*N
with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect
Participants are collectively referred to herein as the "DTC Participants." DTC has a Standard & Poor's rating of AA+.
The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.
Purchases of Series 2018 Bonds under the DTC system must be made by or through Direct Pmticipants,
which will receive a credit for the Series 2018 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 2018 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial
Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Series 2018 Bonds are to be accomplished by entries made on
the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the Series 2018 Bonds, except in the event that use of the book -
entry system for the Series 2018 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2018 Bonds deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an
authorized representative ofDTC. The deposit of the Series 2018 Bonds with DTC and their registration in the name
of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Series 2018 Bonds; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series 2018 Bonds are credited, which may or may not be the Beneficial Owners.
The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
n Conveyance of notices and other communications by DTC to Direct Participants, by Direct Pmticipants 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 Series 2018 Bonds may wish to take certain steps to augment the transmission to them of notices
of significant events with respect to the Series 2018 Bonds, such as redemptions, defaults, and proposed amendments
to the security documents. For example, Beneficial Owners of Series 2018 Bonds may wish to ascertain that the
nominee holding the Series 2018 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owneis. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and
request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2018 Bonds within a series or maturity
of a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such series or maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2018
Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2018 Bonds
are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds and payments of principal of and interest on the Series 2018 Bonds will be made to
Cede & Co., or such other nominee as may be requested by an authorized representative ofDTC. DTC's practice is to
credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City
or the paying agent on the payment date in accordance with their respective holdings shown on DTC's records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as
is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be
the responsibility of such Participant and not of DTC nor its nominee, the City, or the paying agent, subject to any
n statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and
interest on the Series 2018 Bonds, as applicable, to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the City and/or the paying agent, disbursement of such
4
44890899,6
/1,
payments to Direct Participants will be the responsibility ofDTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2018 Bonds at any time
by giving reasonable notice to the City or paying agent. Under such circumstances, in the event that a successor
depository is not obtained, the Series 2018 Bond certificates are required to be printed and delivered.
Subject to the policies and procedures ofDTC (or any successor securities depository), the City may decide
to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that
event, Series 2018 Bonds certificates will be printed and delivered.
The City can make no assurances that DTC will distribute payments of principal of, redemption price, if any,
or interest on the Series 2018 Bonds to the Direct Participants, or that Direct and Indirect Participants will distribute
payments of principal of, redemption price, if any, or interest on the Series 2018 Bonds or redemption notices to the
Beneficial Owners of such Series 2018 Bonds or that they will do so on a timely basis, or that DTC or any of its
Participants will act in a manner described in this Official Statement. The City is not responsible or liable for the
failure of DTC to make any payment to any Direct Participant or failure of any Direct or Indirect Participant to give
any notice or make any payment to a Beneficial Owner in respect of the Series 2018 Bonds or any error or delay
relating thereto.
Optional Redemption
The Series 2018 Bonds maturing on or before October 1, , are not subject to redemption prior to their
stated dates of maturity. The Series 2018 Bonds maturing on October 1,_ , and thereafter shall be subject to
redemption prior to their stated dates of maturity at the option of the City, in whole or in part, on October 1, or any
date thereafter, in such order as shall be determined by the City and by lot within a maturity, at the redemption price
of 100% of the principal amount of the Series 2018 Bonds to be redeemed, plus accrued interest to the redemption
date.
Mandatory Redemption
The Series 2018 Bonds maturing on October 1, 20_ will be subject to mandatory redemption prior to
maturity, by lot, in such manner as the Paying Agent may deem appropriate, at 100% of the principal amount of the
Series 2018 Bonds so to be redeemed, on October 1, 20_ and on each October 1 thereafter, in the following
Amortization Installments and in the years specified:
Amortization Installments
*Maturity
Notice of Redemption
Unless waived by any Holder of Bonds to be redeemed, notice of any redemption shall be given by the
Registrar on behalf of the City by mailing a copy of an official redemption notice by registered or certified mail at
least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to each Holder of Series
2018 Bonds to be redeemed at the address of such Holder shown on the registration books maintained by the Registrar
or at such other address as shall be furnished in writing by such Holder to the Registrar; provided, however, that no
defect in any notice given pursuant to the provisions of the Resolution to any Holder of Bonds to be redeemed nor
failure to give such notice shall in any manner defeat the effectiveness of a call for redemption as to all other Owners
of Bonds to be redeemed.
A#_\
Prior to any redemption date, the City shall deposit with the Registrar an amount of money sufficient to pay
the Redemption Price of all the Series 2018 Bonds or portions of Series 2018 Bonds which are to be redeemed on that
date.
44890899,6
560
The Resolution provides that the City may provide that a notice of redemption may be contingent upon the
occurrence of condition(s) and that if such condition(s) do not occur, the notice will be rescinded; provided notice of
such rescission shall be mailed in the manner described herein to all Bondholders as soon as practicable after the City
has determined to rescind the redemption.
Effect of Redemption
Notice of redemption having been given substantially as provided above, the Series 2018 Bonds or portions
of Series 2018 Bonds so to be redeemed shall, on the redemption date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the City shall default in the payment of the Redemption
Price) such Series 2018 Bonds or portions of Series 2018 Bonds shall cease to bear interest.
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2018 BONDS
General
The Resolution defines Pledged Funds as (1) Non -Ad Valorem Revenues budgeted and appropriated by the
City in accordance with the Resolution and deposited into the Debt Service Fund, and (2) until applied in accordance
with the provisions of the Resolution, all moneys, including the investments thereof, in the funds and accounts
established under the Resolution, with the exception of the Rebate Fund. The Series 2018 Bonds and the interest
thereon are payable solely from and secured by a lien upon and pledge of the Pledged Funds. Non -Ad Valorem
Revenues are defined in the Resolution as all Governmental Fund Revenues, other than revenues generated from ad
valorem taxation on real or personal propelty, which are legally available to make the payments provided for in the
Resolution. Pursuant to the Resolution, "Governmental Fund Revenues" mean total revenues of the City derived from
any source whatsoever and that are allocated and accounted for in the "governmental funds" as shown in the annual
audited financial statements of the City for the applicable Fiscal Year. Non -Ad Valorem Revenues will not be subject
to a lien for the benefit of Series 2018 Bondholders until they are budgeted and appropriated and deposited into the
Debt Service Fund. The City is required to deposit or credit Non -Ad Valorem Revenues into the Debt Service Fund
at least five (5) business days next preceding the applicable due date.
Limited Obligation
THE SERIES 2018 BONDS SHALL NUT HE UR <..'.UNSTITIJTI t;J<:NJ<:RAL UHLIGATIUN:S UK
INDEBTEDNESS OF THE CITY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL
OR STATUTORY PROVISION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE
SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS. NO
HOLDER OF ANY SERIES 2018 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE
OF ANY AD VALOREM TAXING POWER OR THE USE OF AD VALOREM TAX REVENUES TO PAY
SUCH SERIES 2018 BOND, FOR THE PAYMENT OF ANY AMOUNTS PAYABLE UNDER THE
RESOLUTION, OR IN ORDER TO MAINTAIN ANY SERVICES OR PROGRAMS THAT GENERATE NON -
AD VALOREM REVENUES, OR BE ENTITLED TO PAYMENT OF SUCH SERIES 2018 BOND FROM
ANY MONEYS OF THE CITY EXCEPT FROM THE PLEDGED FUNDS IN THE MANNER PROVIDED IN
THE RESOLUTION.
Covenant to Budget and Appropriate Non -Ad Valorem Revenues
Pursuant to the Resolution, the City covenants and agrees to appropriate in its annual budget, by amendment
if necessary, for each Fiscal Year in which the Series 2018 Bonds remain Outstanding, sufficient amounts of Non -Ad
Valorem Revenues into the Debt Service Fund for the payment of principal of and interest on the Series 2018 Bonds
and to make certain other payments required under the Resolution in each such Fiscal Year. Such covenant and
agreement on the part of the City is cumulative and shall continue until all payments of principal of and interest on
the Series 2018 Bonds shall have been budgeted, appropriated, deposited and actually paid. The City agrees that such
covenant and agreement shall be deemed to be entered into for the benefit of the Holders of the Series 2018 Bonds
and that such obligation may be enforced in a court of competent jurisdiction in accordance with the remedies set forth
in the Resolution. However, the City does not covenant to maintain or continue any activities, services or programs
44890899,6
now maintained or provided by the City, including those programs and services which generate user fees, regulatory
fees or other Non -Ad Valorem Revenues. Such covenant and agreement to budget and appropriate Non -Ad Valorem
Revenues shall not be construed as a limitation on the ability of the City to pledge all or a portion of such Non -Ad
Valorem Revenues or to covenant to budget and appropriate Non -Ad Valorem Revenues for other legally permissible
purposes. Nothing in the Resolution shall be deemed to pledge ad valorem to-Y rev':!nues or to permit or constitute u
mortgage or lien upon any assets owned by the City or require the City to maintain any activities, services or programs
now maintained or provided by the City, including those programs and services which generate user fees, regulatory
fees or other Non -Ad Valorem Revenues.
The covenant to budget and appropriate in its annual budget for the purposes and in the manner stated in the
Resolution has the effect of making available for the payment ofthe Series 2018 Bonds the Non -Ad Valorem Revenues
of the City in the manner provided in the Resolution and placing on the City a positive duty to appropriate and budget,
by amendment if necessary, and deposit amounts sufficient to meet its obligations under the Resolution; subject,
however, in all respects to the restrictions of Section 166.241, Florida Statutes, which make it unlawful for any
municipality to expend moneys not appropriated and in excess of such municipality's current budgeted revenues. The
obligation of the City to make such payments from its Non -Ad Valorem Revenues is subject in all respects to the
payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofor or hereafter entered into
(including the payment of debt service on bonds and other debt instruments), and funding requirements for essential
public purposes affecting health, welfare and safety of the inhabitants of the City; however, such obligation is
cumulative and would carry over from Fiscal Year to Fiscal Year. The City has previously, and subject to the terms
of the Resolution, may hereafter provide a covenant to budget and appropriate Non -Ad Valorem Revenues as a source
of security, and/or pledge one or more of such Non -Ad Valorem Revenues to provide for payment of obligations
(including debt obligations) of the City. No priority of payment among obligations payable from a covenant to budget
and appropriate Non -Ad Valorem Revenues is established pursuant to the provisions of the Resolution.
Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem
Revenues until such funds are deposited in the Debt Service Fund, nor does it preclude the City from pledging in the
future or covenanting to budget and appropriate in the future its Non -Ad Valorem Revenues, nor does it require the
City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Holders of the Series 2018
Bonds a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. The
payment of the debt service of all of the Series 2018 Bonds shall be secured fo 1 thwith equally and ratably by a pledge
of and a lien upon the Pledged Funds, as now or hereafter constituted. The City, pursuant to the Resolution, irrevocably
pledges such Pledged Funds to the payment of the principal of and interest on the Series 2018 Bonds, and the City
pursuant to the Resolution irrevocably agrees to the deposit ofNon-Ad Valorem Revenues into the Debt Service Fund
at the times provided of the sums required to secure to the Holders of the Series 2018 Bonds under the Resolution,
and the payment of the principal of and interest thereon when due.
Until applied in accordance with the Resolution, the Non -Ad Valorem Revenues deposited by the City in the
Debt Service Fund and other amounts on deposit from time to time in the funds and accounts established pursuant to
the Resolution, plus any earnings thereon, shall be pledged to the repayment of the Series 2018 Bonds.
Since there is no lien on the Non -Ad Valorem Revenues in favor of the holders of the Series 2018 Bonds
until such amounts are deposited in the Debt Service Fund, or in favor of the holders of other obligations of the City
secured by a covenant to budget and appropriate Non -Ad Valorem Revenues, pursuit ofremedies by the Series 2018
Bondholders or the holders of such other obligations may result in the payment of debt service on one of such
obligations prior to the payment of debt service on the other.
Flow of Funds
Pursuant to the Resolution, Non -Ad Valorem Revenues shall be deposited or credited at least five (5) business
days prior to the applicable due date, in the following manner to accounts within the Debt Service Fund:
(a) Interest Account. The City shall deposit into or credit to the Interest Account the sum which, /�
together with the balance in said Account, shall be equal to the interest on all outstanding Series 2018 Bonds accrued
and unpaid and to accrue on such Interest Date. Moneys in the Interest Account shall be used to pay interest on the
Series 2018 Bonds as and when the same become due, whether by redemption or otherwise, and for no other purpose.
44890899;6
(b) Principal Account. The City shall deposit into or credit to the Principal Account the sum which,
together with the balance in said Account, shall equal the portion of the principal on the Outstanding Series 2018
Bonds next due. Moneys in the Principal Account shall be used to pay the principal of the Series 2018 Bonds as and
when the same shall mature, and for no other purpose.
(c) Bond Amortization Account. The City shall deposit into or credit to the Bond Amortization Account
the sum which, together with the balance in said Account, shall equal the portion of the Amortization Installments of
all Bonds Outstanding next due. Moneys in the Bond Amortization Account shall be used to purchase or redeem Term
Bonds in the manner herein provided, and for no other purpose. Payments to the Bond Amortization Account shall
be on a parity with payments to the Principal Account.
(2) On the date established for payment of any principal of or Redemption Price, if applicable, or interest
on the Series 2018 Bonds, the City shall withdraw from the appropriate account of the Debt Service Fund sufficient
moneys to pay such principal or Redemption Price, if applicable, or interest and deposit such moneys with the Paying
Agent for the Series 2018 Bonds to be paid.
Anti -Dilution Test
Pursuant to the Resolution, the City has agreed and covenanted during such time as the Series 2018 Bonds
are Outstanding under the Resolution not.to incur any Debt unless it demonstrates that Non -Ad Valorem Revenues
shall cover Maximum Annual Debt Service on the Series 2018 Bonds and such Debt by at least 1.5x. Such calculation
shall be determined using the average of actual Non -Ad Valorem Revenues for the prior two Fiscal Years based on
the City's annual audited financial statements for such Fiscal Years.
For purposes of this covenant, Debt is defined at any date (without duplication) all of the following to the
extent that they are secured by or payable in whole or in part from any Non -Ad Valorem Revenues (A) all obligations
of the City for borrowed money or evidenced by bonds, debentures, notes or similar instruments; (B) all obligations
of the City to pay the deferred purchase price of property or services, except trade accounts payable under normal
trade terms and which arise in the ordinary course ofbusiness; (C) all obligations of the City as lessee under capitalized
leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by, Non -Ad Valorem
Revenues of the City; provided, however, if with respect to any obiigation contemplated in (A), (B), or (C) above, to
which the City has covenanted to budget and appropriate sufficient Non -Ad Valorem Revenues to satisfy such
obligation but has not secured such obligation with a lien on or pledge of any Non -Ad Valorem Revenues, and with
respect to any obligation contemplated in (D) above, such obligation shall not be considered "Debt" for purposes of
the Resolution unless the City has actually used Non -Ad Valorem Revenues to satisfy such obligation during the
immediately preceding Fiscal Year or reasonably expects to use Non -Ad Valorem Revenues to satisfy such obligation
in the current or immediately succeeding Fiscal Year. If an obligation is considered "Debt" as a result of the proviso
set forth in the immediately preceding sentence, it shall continue to be considered "Debt" until the City has not used
any Non -Ad Valorem Revenues to satisfy such obligation for two (2) consecutive Fiscal Years.
For the purposes of the additional debt covenant, Maximum Annual Debt Service on Debt means, with
respect to Debt that bears interest at a fixed interest rate, the actual annual debt service, and, with respect to Debt
which bears interest at a variable interest rate, annual debt service on such Debt shall be determined assuming that
interest accrues on such Debt at the current "Bond Buyer Revenue Bond Index" as published in The Bond Buyer no
more than two weeks prior to any such calculation; provided, however, if any Debt, whether bearing interest at a fixed
or variable interest rate, constitutes Balloon Indebtedness, annual debt service on such Debt shall be determined
assuming such Debt is amortized over 25 years on an approximately level debt service basis. "Balloon Indebtedness"
means Debt, 25% or more of the original principal of which matures or is obligated to be repaid during any one Fiscal
Year. The foregoing notwithstanding, for purposes of calculating annual debt service, any Debt which bears interest
at a variable rate with respect to which the City has entered into an interest rate swap or interest rate cap for a notional
amount equal to the principal amount of such variable rate indebtedness shall be treated as bearing interest at a fixed
rate equal to the fixed rate payable by the City under the interest rate swap, or the capped rate provided by the interest
rate cap.
44890899,6
n
The Resolution provides that with respect to debt service on any Debt with respect to which the City elects
to receive or is otherwise entitled to receive direct subsidy payments from the United States Department of Treasury,
when determining the interest on such Debt for any particular interest payment date, the amount of the corresponding
subsidy payment shall be deducted from the amount of interest which is due and payable with respect to such Debt on
the interest payment date, but only to the extent that the City reasonably believes 6at it will be in receipt of such
subsidy payment on or prior to such interest payment date. In that case, such direct subsidy payments shall not be
treated as Non -Ad Valorem Revenues to avoid double counting.
The City is, or may become, a party to certain other resolutions and/or other agreements which contain anti -
dilution tests different from the anti -dilution test described herein and set forth in the Resolution. The City is
required to satisfy all such anti -dilution tests prior to the issuance of Debt. The City has satisfied all such anti -dilution
tests in connection with the issuance of the Series 2018 Bonds.
No Impairment
Pursuant to the Resolution, the City has agreed that pledging of the Pledged Funds in the manner provided
therein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other
proceeding of the City Commission of the City.
No Reserve Fund
The City has not established a debt serve reserve fund or account to secure the Series 2018 Bonds.
HISTORICAL REVENUES OF THE CITY
The City generally receives two primary sources of revenue, ad valorem tax revenues and non -ad valorem n
revenues. The ad valorem tax revenues of the City are not pledged to the payment of the Series 2018 Bonds and the
City is not obligated to budget and appropriate ad valorem tax revenues for the payment of the Series 2018 Bonds.
Although the Series 2018 Bonds are not payable from ad valorem taxation, approximately 18.90% of Governmental
Fund Revenues which were collected by the City in Fiscal Year 2017 were derived from ad valorem taxes. During
recent years, various legislative proposals and constitutional amendments relating to ad valorem taxation have been
introduced and passed. See "PROPERTY TAX REFORM" herein. Many of such proposals limit local government
revenues, provide for new or increased exemptions to ad vaiorem taxation, limit the amount of revenues that local
governments could generate from ad valorem taxation or otherwise restrict the ability of local governments in the
State to levy ad valorem taxes at recent historical levels. There can be no assurance that legislation enacted or
introduced to date, or any additional legislative proposals introduced in the future, if passed, won't have a material
adverse effect upon the City or its finances. A decrease in ad valorem tax revenues may in turn increase the amount
of Non -Ad Valorem Revenues required to fund essential governmental services of the City and thereby reduce the
amount of Non -Ad Valorem Revenues available to be budgeted and appropriated to satisfy the obligations of the City
under the Resolution and its obligations with respect to other Debt.
The first table below shows historical sources of Non -Ad Valorem Revenues of the City by category. Such
Non -Ad Valorem Revenues are derived from the City's General Fund and exclude Proprietary Funds. Amounts shown
in particular categories may increase or decrease in the future due to factors within or outside of the control of the
City. Certain categories may cease to exist altogether and new sources may come about from time to time. In addition,
certain of such revenues have been specifically pledged to secure other indebtedness incurred by the City. See
"OUTSTANDING DEBT SECURED BY NON -AD VALOREM REVENUE SOURCES." Any such debt is payable
from such specific Non -Ad Valorem Revenue sources prior to the use of such funds to make debt service payments
on the Series 2018 Bonds or to make debt service payments on any other debt of the City secured by a covenant to
budget and appropriate Non -Ad Revenues as is the case for the Series 2018 Bonds. Such table is not intended to
represent revenues of the City which would necessarily be available to make debt service payment on the Series 2018
Bonds; however, they are an indication of the relative amounts of Non -Ad Valorem Revenues of the City which may
be available for such purpose. The second table sets forth the revenues and expenditures within the Governmental
Funds of the City for the indicated years.
44890899;6
City of Tamarac, Florida
General Fund Non -Ad Valorem Revenues
Revenue Sources
2017 2016 2015 2014 2013
Non -Ad Valorem Taxes< h
$ 9,553,365
$ 8,653,942
$ 8,643,394
$ 8,575,306
$ 8,316,869
Franchise Fees��
5,174,213
5,139,071
5,179,351
5,001,885
4,714,971
Charges for services
2,357,352
2,124,259
2,208,755
1,919,940
1,411,834
Payment in lieu of taxes A
1,931,413
1,863,417
1,857,746
1,741,947
1,688,143
IntergovernmentalO
6,805,354
6,569,196
6,385,042
6,101,206
5,700,712
License and Permits
775,914
750,564
763,315
742,848
754,288
Fines and Forfeitures
1,769,964
1,568,814
1,791,633
1,127,720
719,777
Investment income
259,226
125,099
100,015
95,930
67,669
MiscellaneouscP
8,077,421
8,502,040
5,476,645
4,343,841
4,697,143
Total Pledgeable Non -Ad Valorem
Revenue - General Fund
36,704,222
35,296,402
32,405,896
29,650,623
28,071,406
Fire Rescue Assessment of
300,000
Water Utility Tax - CIP Fund
942,632
Total Pledgeable Non -Ad Valorem
Revenue - All Funds
$ 37,946,854
$ 35,296,402
$ 32,405,896
$ 29,650,623
$ 28,071,406
(1) Includes 6-cent Gas Tax; Communication Services Tax, and Utility Taxes - Electric and Natural Gas
(2) Includes revenues from electric, solid waste, propane and towing franchise fees
(3) Amounts shown include only that portion of Fire Rescue Assessment eligible for repayment of debt
(4) Consists of 6% of water & sewer revenue and stormwater revenue.
(5) Consists of Half -Cent Sales Tax and State Shared Revenue which make up $6.5 million of the amount shown in
fiscal year 2017
(6) Primarily includes the allocated costs to other funds for services provided by the General Fund
Source City of Tamarac, Florida Financial Services Department
[Remainder of Page Intentionally Left Blank]
10
44890899,6
CITY OF TAMARAC, FLORIDA
HISTORICAL REVENUES AND EXPENDITURES
GOVERNMENTAL FUNDS
2017
2016
2015
2014
2013
2012
REVENUES:
Taxes
Property
$ $22,456,396
$ $20,633,533
$ $19,037,671
$ $18,058,964
$ $17,410,277
$ 16,253,245
Utility tax
Other taxes
9,964,543
9,769,866
9,034,439
8,963,290
8,685,833
8,556,814
Franchise
5,174,213
5,139,071
5,179,351
5,001,885
4,714,971
4,858,123
Charges for services
4,794,532
4,019,407
4,730,312
4,595,001
3,664,156
4,181,545
Payment in lieu oftaxes
1,931,413
1,863,417
1,857,746
1,741,947
1,688,143
1,307,327
Intergovernmental
7,417,432
10,491,977
8,067,178
7,891,704
8,128,840
8,601,588
Licenses and permits
3,755,931
3,640,905
3,669,277
3,040,164
2,747,173
2,889,091
Fines and forfeitures
2,116,194
1,843,400
2,267,642
1,318,087
917,045
1,153,113
Investment income
550,381
464,576
211,046
209,895
152,127
244,525
Donations from private
resources
18,513
25,548
15,508
16,826
13,907
10,792
Program repayment
31,678
9,349
14,342
34,850
10,182
Other
8,855,214
9,192,598
5,766,739
4,535,647
4,804,910
3,882,225
Special assessments
13,277,894
11,731,575
11,689,058
11,609,729
11,694,360
11,787,249
Total revenues
$80,344,334
$78,825,222
$71,540,309
$67,017,989
$64,621,742
$63,735,819
EXPENDITURES:
Current
General government
$13,158,243
$12,272,070
$11,853,038
$11,523,177
$11,898,550
$11,217,405
Public safety
41,012,216
38,513,665
33,789,019
32,562,872
31,321,080
30,640,931
Transportation
1,941,193
1,317,326
1,424,695
1,242,455
1,152,629
1,204,504
Culture and recreation
4,901,061
4,436,032
4,286,466
4,460,240
4,033,774
3,740,221
Physical environment
4,483,152
3,963,723
5,396,992
3,429,41 9
3,032,937
2,930,078
Economic environment
766,193
963,884
1,608,589
1,750,430
1,655,512
1,393,321
Human services
320,904
308,187
291,020
295,803
293,721
282,064
Debt service
Principal retirement
2,473,962
2,380,691
2,177,136
2,042,798
1,890,275
1,647,131
Interest and fiscal charges
1,172,748
1,088,350
1,083,284
1,204,149
1,391,883
1,303,320
Capital outlay
6,752,057
8,034,808
3,053,038
6,027,064
5,128,406
8,758,358
Total expenditures
$76,881,729
$73,278,736
$64,963,277
$64,538,407
$61,798,767
$63,117,333
Excess (deficiency) of
revenues
over (under) expenditures
$3,462,605
$5,546,486
$6,577,032
$2,479,582
$2,822,975
$618,486
Other financing sources (uses):
Refunding bonds issued
$16,620,000
$16,620,000
$13,785,001
Premium on refunding bonds
issued
1,665,540
Payment on refunded bond
(16,620,000)
(13,771,508)
(15,191,417)
Capital lease
555,824
546,916
527,632
607,667
Transfers in
21,864,813
16,316,909
13,424,380
13,623,378
11,920,559
14,520,914
Transfers out
(22,345,195
(17,067,214)
(14,054,929)
(15,751,782)
(11,920,559)
(14,850,422)
Total other financing
sources (uses)
($480,382)
($194,481)
($83,633)
$720,088
$786,756
$278,159
Net change in fund
balances 2,982,223 5,352,005 6,493,399 3,199,670 3,609,731 896,645
Fund balances - beginning 93,111,530 87,759,525 73,321,826 70,122,156 66,512,425 65,615,780
Fund balances - ending $ $96.093.753 $ $93.111.530 $ $79,815225 $ $73,321,826 $ $70,122,156 $ $66,512,425
Source City of Tamarac, Florida Financial Services Department
No representation is being made by the City that any of the sources listed above will be available in future
years, or if available, will be budgeted an appropriated to pay debt service on the Series 2018 Bonds.
/101N
/0""N
11
44890899,6
The ability of the City to appropriate Non -Ad Valorem Revenues in sufficient amounts to pay the
principal of and the interest on the Series 2018 Bonds is subject to a variety of factors, including the
responsibility to provide essential governmental services, and the obligation of the City to have a balanced
budget. No representation is being made by the City that any particular Non -Ad Valorem Revenue will be
available for future years, or if available, will be budgeted to pay debt service on the Series 2018 Bonds. -For.
further information regarding Non -Ad Valorem Revenues and liabilities and expenditures of the City,
reference is made to the City's audited financial statements attached as Appendix B hereto.
Continued consistent receipt of Non -Ad Valorem Revenues is dependent upon a variety of factors, including
formulas specific under Florida law for the distribution of certain of such funds which take into consideration the ratio
of residents in the City to total County residents. More rapid population growth in the unincorporated areas of Broward
County or in other incorporated areas in Broward County as compared to population growth within the City limits
could have an adverse effect on the amounts of certain Non -Ad Valorem Revenues received by the City. The amounts
and availability of any of the Non -Ad Valorem Revenues to the City are also subject to change, including reduction
or elimination by change of State law or changes in the facts or circumstances according to which certain of the Non -
Ad Valorem Revenues are allocated. In addition, the amount of certain of the Non -Ad Valorem Revenues collected
by the City is directly related to the general economy of the City. Accordingly, adverse economic conditions could
have a material adverse effect on the amount of Non -Ad Valorem Revenues collected by the City. The City may also
pledge certain of the Non -Ad Valorem Revenues to future debt obligations that it issues. Such Non -Ad Valorem
Revenues so pledged would be required to be applied to such debt obligations prior to paying the principal of and
interest on the Series 2018 Bonds.
Budget Process
The City Commission is required to adopt a final budget no later than September 30 of the preceding fiscal
year to which the budget applies. Pursuant to Florida law, the amount available from taxation and other sources,
including balances brought forward from prior fiscal years, must equal the total appropriations for expenditures and
reserves. At a minimum, the adopted budget must show for each fund, as required by law and sound financial
practices, budgeted revenues and expenditures by organizational unit which are at least at the level of detail required
for the annual financial report
The adopted budget must regulate expenditures of the municipality, and an officer of a municipal government
may not expend or contract for expenditures in any fiscal year except pursuant to the adopted budget.
The governing body of a municipality at any time within a fiscal year or within 60 days following the end of
the fiscal year may amend a budget for that year as follows.
(a) Appropriations for expenditures within a fund may be decreased or increased by motion recorded
in the minutes if the total appropriations of the fund is not changed.
(b) The governing body may establish procedures by which the designated budget officer may authorize
budget amendments if the total appropriations of the fund is not changed.
(c) If a budget amendment is required for a purpose not specifically authorized in paragraph (a) or
paragraph (b), the budget amendment must be adopted in the same manner as the original budget unless otherwise
specified in the municipality's charter.
OUTSTANDING DEBT SECURED BY NON-ADVALOREM REVENUE SOURCES
The City has indebtedness outstanding which is secured by a lien on and payable from specific Non -Ad
Valorem Revenues included within the Governmental Funds. The City also has outstanding debt secured by a
covenant to budget and appropriate Non -Ad Valorem Revenues, the same security as the Series 2018 Bonds. Since
the Series 2018 Bonds do not have a lien on the Non -Ad Valorem Revenues of the City until budgeted and appropriated
and deposited into the Debt Service Fund, the exercise ofremedies by the holders of the obligations described below
12
44890899;6
^,
or of obligations hereafter issued which are payable from Non -Ad Valorem Revenues of the City could result in
payment of debt service on any such obligations prior to the payment of debt service on the Series 2018 Bonds.
City of Tamarac, Florida
Outstanding Gavernmental Fund Debt Secured by
Non -Ad Valorem Sources
Maximum Annual
Sources of Security
Description of Debt
Wervice
Half -Cent Sales Tax
Sales Tax Revenue Refunding
and ifneeded, Covenant to
Bond, Series 2009C' I
Budget and Appropriate Non -Ad Valorerri
Revenues
$ 660,428
Sales Tax Revenue Refunding
Half -Cent Sales Tax and if needed, Covenant to
Bond, Series 20lc0'I
Budget and Appropriate Non -Ad Valorem
Revenues
1,539,382
Capital Improvement Revenue
Covenant to Budget and Appropriate Non -Ad
Bonds Series 2013
Valorem Revenues
1,488,775
Taxable Redevelopment Revenue
Covenant to Budget and Appropriate Non -Ad
Note, Series 2017
Valorem Revenues
2,895,093
Cl) Half -Cent Sales Tax Revenues have always been sufficient to meet the debt service obligations of the debt
described above.
In addition the City's Stormwater System Refunding Bond, Series 2009 with a maximum annual debt service
of $ although historically paid in full from stormwater service charges is also secured by a covenant to
budget and appropriate Non -Ad Valorem Revenues. Stormwater service charges are not Governmental Fund
Revenues.
HISTORICAL DEBT SERVICE COVERAGE
The following table calculates the coverage provided byt on -Ad Valoiem Revenues of the City's "Debt" (as
defined in the Resolution) for Fiscal Years 2013 through 2017. See "SECURITY AND SOURCES OF PAYMENT
FOR THE SERIES 2018 BONDS - "General," "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES
2018 BONDS - Anti -Dilution Test" herein and APPENDIX C hereto.
City of Tamarac, Florida
Historical Debt Service Coverage
2017 2016 2015 2014 2013
Non -Ad Valorem Revenues $36,150,312 $33,851,149 $31,028,260 $28,861,015 $27,481,561
(Average of Prior Two Fiscal Years)
Maximum Annual Debt Service on Debt $5,517,390 $5,517,390 5,421,040 5,421,040 5,421,040
Coverage 6.55x 6.14x 5.72x 5.32x 5.07x
Source City of Tamarac, Florida Financial Services Department
DESCRIPTION OF NON -AD VALOREM REVENUE SOURCES
The major sources ofNon-Ad Valorem Revenues collected by the City that could be budgeted, appropriated
and applied to the payment of debt service and other required payments under the Resolution are described below:
13
44890899,6
Public Service Taxes.
Pursuant to Chapter 166.231, Laws of Florida, municipalities may levy a tax on the purchase of electricity,
metered natural gas, liquefied petroleum gas either metered or bottled, 'llanufactured gas either metered or bottled, .
and water service and the tax shall be levied only upon purchases within the municipality and shall not exceed 10
percent of the payments received by the seller of the taxable item from the purchaser for the purchase of such service.
The City levies a 10 percent public service tax (also known as a utility tax) on electricity, metered natural gas, liquefied
petroleum gas either metered or bottled, manufactured gas either metered or bottled, and water. The City began
levying the public service tax on electricity on October 1, 2011 and on water on January 1, 2016. Estimated revenue
from the electric public service tax is estimated at $4.2 million per year, the estimated revenue from natural gas and
propane public service tax is estimated at $147,000 per year, and the estimated revenue from the water utility tax is
$940,000 per year.
Communication Services Tax.
Effective as of October 1, 2001, the State legislature repealed both public services taxes and franchise fees
for all communication services within the State in favor of a Communications Services Tax as set forth in Chapter
202, Florida Statutes (the "Communications Services Tax").
Section 202.19, Florida Statutes, as amended, authorizes any municipality within the State to levy the
Communications Services Tax on the sale of communications services. Communications services means the
transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including video
services, to a point, or between or among points, by or through any electronic, radio, satellite, cable, optical,
microwave, or other medium or method now in existence or hereafter devised, regardless of protocol used for such
transmission or conveyance. For municipalities, such as the City of Tamarac, this tax may not exceed 5.1 % of the
payments received by the providers of such communication services from purchasers generally with a service address
in the City. The maximum rate does not include permitted add-ons of up to 0.12% for those municipalities who do
not charge permit fees, nor does it supersede conversion or emergency rates authorized by Section 202.20, Florida
Statutes, which are in excess of the maximum rate.
Section 202.125, Florida Statutes, exempts all pun:hases of communication services by the Federal
Government and its agencies and instrumentalities, the State and any county, municipality or political subdivision of
the State and any home for the aged, religious institution or educational institution exempt from federal income tax
under Section 501(c )(3) of the Internal Revenue Code.
The City levies a 5.22% Local Communications Services Tax. The Communications Services Tax must be
collected by the provider from purchasers and remitted to the State. The proceeds of the Communications Services
Tax, less the State's costs of administration, are transferred to the Communications Services Tax Clearing Trust Fund
held by the State and distributed to the City on a monthly basis. Revenue from the Local Communications Services
Tax is estimated at $2.3 million per year.
FPL Electrical Franchise Fees.
The City levies a franchise fee on Florida Power and Light ("FPL") in return for the granting of a privilege
or permitting the use of City property. These fees are included in the charges to FPL's customers within the municipal
boundaries of the City. The franchise was granted for a 30-year period effective May 29, 2002. The fee payable by
FPL is currently 5.9% of FPL's gross revenues (as adjusted) from its electric power sales within the municipal
boundaries of the City. Revenue from the Electric Franchise Fee is currently $3.1 million.
Solid Waste Franchise Fees.
The City levies a franchise fee on Waste Management Inc. of Florida ('VVMF"") in return for granting an
exclusive franchise within the boundaries of the City for solid waste pick-up and hauling for all residential, multi-
14
44890899,6
family and commercial sites. Solid waste pick-up is mandatory in the City. These fees are included in the charges to
WMF"s multi -family and commercial customers. The City bills, via a non -ad valorem assessment on the tax bill, all
single family residential customers and the franchise fee is included in the rate for pick-up and hauling services. The
franchise is for nine years commencing July 13, 2011 with one additional three (3) year term. The fee payable is a
fixed foe of.$1,200,000 for residential services and $600,000 for multi -family and commercial cvstomers.
Payment in Lieu of Taxes.
Pursuant to financial policies adopted annually by ordinance concurrent with the annual budget, payment in
lieu of taxes shall be charged to the Utilities and Stormwater funds at the rate of 6% of revenue for the purpose of
recovering the costs associated with administering the use of, maintenance of, and ensuring the safe use of its streets,
rights -of -way and public owned properties used by the utilities and storm water funds in providing and furnishing
services to its customers. Revenue from Payment in Lieu of Taxes is estimated at $2.0 million per year.
State Revenue Sharing.
The Florida Revenue Sharing Act of 1972 was a major attempt by the Legislature to ensure a minimum level
of.revenue parity across units oflocal government. Provisions in the enacting legislation created the Revenue Sharing
Trust Fund for Municipalities. Currently, the trust fund receives 1.3653 percent of sales and use tax collections and
the net collections from the one -cent municipal fuel tax. An allocation formula serves as the basis for the distribution
of these revenues to each municipality that meets strict eligibility requirements. Municipalities must use the funds
derived from the one -cent municipal fuel tax for transportation -related expenditures. Additionally, there are statutory
limitations on the use of the funds as a pledge for bonded indebtedness.
In order to be eligible to participate in revenue sharing beyond the minimum entitlement in any fiscal year, a
municipal government must have satisfied a number of statutory requirements. As it relates to municipal revenue
sharing, the minimum entitlement is defined as the amount of revenue, as certified by the municipal government and
determined by the Department of Revenue (DOR), which must be shared with the municipality so that the municipality
will receive the amount of revenue necessary to meet its obligations as the result of pledges, assignments, or trusts
entered into which obligated funds received from revenue sources or proceeds distributed out of the Revenue Sharing
Trust Fund for Municipalities [hereinafter Trust Fund].
The municipai revenue sharing program is administered by the Department of Revenue ("DOR"), and
monthly distributions shall be made to eligible municipal governments. The program is comprised of state sales taxes
and municipal fuel taxes that are collected and transferred to the Trust Fund. The percentage of each revenue source
transferred into the Trust Fund is listed below.
1.3409 percent of sales and use tax collections= 76.2 percent oftotal program funding
One -cent municipal fuel tax on motor fuel= 23.8 percent oftotal program funding
Once each fiscal year, the DOR computes apportionment factors for use during the fiscal year. The
computation shall be made prior to July 25th of each fiscal year and shall be based upon information submitted and
certified to the DOR prior to June 1 st of each year. Except in the case of error, the apportionment factors shall remain
in effect for the fiscal year. It is the duty of the local government to submit the certified information required for the
program's administration to the DOR in a timely manner. A local government's failure to provide timely information
authorizes the DOR to utilize the best information available or, if no such information is available, to take any
necessary action, including partial or entire disqualification. Additionally, the local government shall waive its right
to challenge the DOR"s determination as to the jurisdiction's share of program revenues.
An apportionment factor is calculated for each eligible municipality using a formula consisting of the
following equally weighted factors: adjusted municipal population, derived municipal sales tax collections, and
municipality's relative ability to raise revenue.
QMQ
15
44890899,E
The adjusted municipal population factor is calculated by multiplying a given municipality's population by
the appropriate adjustment factor and dividing that product by the total adjusted statewide municipal population.
Depending on the municipality's population the adjustment factors currently applicable to the City is 1.791.
Inmates and residents --residing in institutions operated by the federal government as well as the Florida
Departments of Corrections, Health, and Children and Family Services are not consid0red to be residents of the county
in which the institutions are located for the purpose of calculating the distribution proportions.
In order to calculate the municipal sales tax collection factor, it is first necessary to allocate a share of the
sales tax collected within a county to each of its respective municipalities. This allocation is derived on the basis of
population. First, the municipality's population is divided by the total countywide population. Second, the resulting
quotient is multiplied by the countywide sales tax collections to determine the sales tax collected within a given
municipality. The municipal sales tax collection factor is then calculated by dividing the sales tax collected within a
given municipality by the total sales tax collected within all eligible municipalities in the state.
Annual revenue amounts are estimated at $2.4 million per year.
Half Cent Sales Tag.
Authorized in 1982, the program generates the largest amount of revenue for local governments
among the state -shared revenue sources currently authorized by the Legislature. It distributes a portion of state sales
tax revenue to eligible municipal governments. Additionally, the program distributes a pmtion of communications
services tax revenue (separate from the Local Communications Services Tax) to eligible local governments. An
allocation formula serves as the basis for the distribution. The program's primary purpose is to provide relief from ad
valorem and utility taxes in addition to providing municipalities with revenues for local programs.
n
Only those municipal governments that meet the eligibility requirements for revenue sharing pursuant to s.
218.23 , F.S., shall participate in the program.
The monies that otherwise would be distributed to a unit of local government failing to certify compliance as
required bys. 218.23(1), F.S., or having otherwise failed to meet the requirements of s. 200.065, F.S., shall be
deposited in the State General Revenue Fund for the twelve months following a determination of noncompliance by
the Department of Revenue (DOR).
Monies remitted by a sales tax dealer located within the county and transferred into the Trust Fund shall be
earmarked for distribution to the governing body of each municipality within that county. Such distributions are
appropriated to the DOR and distributed monthly to paiticipating units of local government.
Each participating municipal government shall receive a proportion of monies earmarked for distribution
within that county. Except in the case of error of population figures certified pursuant to s. 186.901, F.S., the
apportionment factors shall remain in effect for the fiscal year. Any adjustments to revenue distributions to correct for
population error shall be made subsequent to receipt by the DOR of the corrected certified population figures.
The allocation factor for each municipal government shall be computed by dividing the municipality's total
population by the sum of the county's total population plus two-thirds of the county's incorporated population. Each
municipality's distribution is then determined by multiplying the allocation factor by the sales tax monies earmarked
for distribution within its respective county.
Annual revenue amounts are estimated at $4.3 million per year.
Fire Rescue Assessment.
The annual fire rescue assessments are imposed pursuant to Article VIII, section 2(b), Florida Constitution,
and F.S. §§ 166.021 and 166.041 and constitute non -ad valorem assessments within the meaning and intent of the
Uniform Assessment Collection Act, F.S. §§ 197.3632 and 197.3635. The Fire Rescue Assessment only applies to
16
44890899,6
the provision of Fire Rescue Services and does not fund or support in any way, the provision of Emergency Medical
Services.
It has been ascertained and declared that the fire rescue services, facilities, and programs of the City provide
a special benefit to property within the City that is impmved by the existence or construction of a dwelling unit or
building based upon legislative determinations contained in Chapter 7, Article IV - Fire Rescue Assessments, City of
Tamarac Code of Ordinances.
The City levies, annually, a Fire Rescue Assessment that is designed to recover at least 95% of the cost of
Fire Rescues services. The City's cmTent levy is $13.1 million.
FUTURE FINANCING PLANS
While the City currently has no plans to issue long term debt secured by the City's covenant to budget and
appropriate Non -Ad Valorem Revenues other than the Series 2018 Bonds or Debt secured by a lien on or pledge of
any specific Non -Ad Valorem Revenues, the City may undertake additional financings in the future secured by Non -
Ad Valorem Revenues budgeted and appropriated by the City or secured by a pledge of specific Non -Ad Valorem
Revenues. Any future obligations which are secured by a pledge of specific Non -Ad Valorem Revenues will, as to
the pledged Non -Ad Valorem Revenues, have priority over the City's covenant to budget and appropriate Non -Ad
Valorem Revenues for the payment of debt service on the Series 2018 Bonds. Any such additional debt or obligation
must, as a condition precedent to issuance, comply with the provisions of the Resolution. See SECURITY AND
SOURCES OF PAYMENT FOR THE SERIES 2018 BONDS Anti -Dilution Test" herein and APPENDIX C hereto.
INVESTMENT POLICY
The City's current investment policy was adopted by the City Commission on June 9, 2010 and applies to all AOIN
cash and investments held or controlled by the City with the exception of Pension Funds, funds held by state agencies
and funds related to the issuance of debt where there are existing policies or indentures in effect. The foremost
objective of the investment policy is safety of principal then maintenance ofliquidity and next the rate ofreturn. Funds
under the Resolution may be invested in Permitted Investments which are defined as any legal investment under the
laws of the State and the investment power of the City.
The City Manager is charged with providing oversight and direction in regard to the management of the
investment program but daily management responsibility rests with the Financial Services Director and the Controller.
The City's investment policy provides that authorized City staff and Investment Advisors shall only purchase
securities from financial institutions which are qualified as public depositories by the Treasurer of the State of Florida;
institutions designated as "Primary Securities Dealers" by the Federal Reserve Bank of New York, direct issuers of
commercial paper and bankers' acceptances or approved non -primary securities dealers. Investments of current
operating funds are to have maturities of no longer than twenty-four (24) months. Investment in any derivative
products or the use of reverse repurchase agreements requires specific City Commission approval prior to their use.
The Director of Financial Services is to provide the City Commission with monthly/quarterly investment
reports.
The investment policy is adopted by City Ordinance. The Director of Financial Services and the Controller
review the investment policy annually and the City Commission must approve any modification made thereto.
GENERAL FUND RESERVE POLICY
City policy provides, that reserve funds shall not be used to fund recurring expenditures. Fund balances are
to be maintained at fiscally sound levels in all funds. Under current policy, the unassigned, undesignated amount of
$25.0 million in the general funds is 42.42% of the proposed general fund operating expenditures (including recurring
transfers).
17
44890899,E
DEBT MANAGEMENT POLICY
The City has a debt management policy that is to be reviewed annually by the Director of Financial Services.
The City will issue debt only for the purposes of acquiring or constructing capital improvements, and for making
major renovations to existing capital -improvements, for the good of the publk. Exceptions to this rule will be
considered on a case -by -case basis to determine if the contemplated debt is in the best interests of the City. In addition
the City may issue refunding debt provided such generates net present value savings of at least three percent (3%).
Such policy also provides that Pay-as-you-go and replacement programs will be utilized whenever feasible to avoid
financing costs. Debt will be issued only if the benefits outweigh the costs of the debt. The credit objective of the
debt management policy is to maintain or improve the City's bond ratings. To that end, the City has exhaustive prudent
financial management policies. The City's goal is to achieve an underlying rating in the double "A" range from one
or more of the major rating agencies.
I W_Wf,Y[W ;Y:� 11X93 fi f7 `A 01ta ► l WKWAal-ull=W- aA y W
The City has four defined benefit single -employer pension plans:
• General Employees' Pension Plan
• Police Officers' Pension Plan
• Firefighters' Pension Plan
• Elected and Appointed Officers and Non -Represented Employees' Pension Plan
The City also has two (2) employees who are in a defined contribution plan established under the provisions
of Section 401(a) of the Internal Revenue Code of 1986, as amended. The following information under this heading
has been derived for the City's Audited Financial Statements from the Fiscal Year ended September 30, 2017.
Police Officers Pension Plan
The Police Officers' Pension Plan is a closed plan with former City police personnel as participants. The City
contracted with the Broward County Sheriffs Office as of July I, 1989 to provide police service to the City. The City
has a continuing obligation to fund such plan which has 35 participants. In Fiscal Year 2017 the City contribution
was $1,139,422.
General Employees Pension Fund
The City requires all general regular full-time employees to participate in this pension fund. The City makes
a contribution to the General Employees Pension Fund in accordance with the requirements identified in the actuarial
valuation, and employees are required to contribute 7% of pensionable earnings into the plan. Employees become
I 00% vested when they have completed 5 years of continuous service. This pension plan provides benefits upon
retirement, pre -retirement death benefits and includes provisions fordisability benefits.
Firefighters' Pension Fund
A participant is any individual employed by the City as a full-time firefighter as defined by the Florida
Statutes. The City makes contributions to this pension fund in accordance with the requirements identified in the
actuarial valuation, and employees are required to contribute 10.5% of pensionable earnings into the plan. Employees
become I 00% vested when they have completed 8 years of continuous service or 5 years of service if hired prior to
2013. This pension plan provides benefits upon retirement, and includes provisions fordisability benefits.
Elected and Appointed Officers and Non -Represented Employees Retirement Plan
All managerial and non -bargaining employees, as well as charter officers and elected commissioners are
required to participate in this plan with a few exceptions. The City makes contributions to this pension fund in
accordance with the requirements identified in the actuarial valuation, and participants are required to contribute I 0%
of pensionable earning into the plan. Employees vest 20% for each year of service and become fully vested when they
18
44890899,E
n
have completed 5 years of continuous service. This pension plan provides benefits upon retirement, and includes
provisions for disability benefits and pre -retirement death benefits.
An independent actuary engaged by the pension boards calculates the amount of the annual contribution the
City must make -to each pension plan to ensure that the plans will be able to fully meet obligations on a ti;tlely basis.
As a matter of policy, the City relies upon projections provided by an independent actuary to determine the appropriate
level of funding for the pension plans. The annual budget includes the contributions necessary to keep the respective
plans actuarially sound and in compliance with applicable laws, rules or regulations.
Net Pension Liability as of September 30, 2017 for the General Employees' Pension Plan
Total pension liability $50,461,728
Less fiduciary net position (49,333,277)
Net pension liability $ 1,128,451
Plan fiduciary net position 98%
as a percentage of total pension liability
Net Pension Liability as of September 30, 2017 for the Police Officers' Pension Plan
Total pension liability $10,591,450
Less fiduciary net position (5,352,533)
Net pension liability $ 5,238,917
Plan fiduciary net position 50.54%
as a percentage of total pension liability
Net Pension Liability as of September 30, 2017 for the Firefighters' Pension Plan
Total pension liability $112,407,817
Less fiduciary net position (98,832,191)
1" et pension liability $13,575,626
Plan fiduciary net position 88%
as a percentage of total pension liability
Net Pension Liability as of September 30, 2017 for the Elected and Appointed Officers
and Non -Represented Employees' Pension Plan
Total pension liability $48,243,904
Less fiduciary net position (45,457,198)
Net pension liability $ 2,786,706
Plan fiduciary net position 94%
as a percentage of total pension liability
Other Post Employment Benefits
The City provides Post Employment Benefits Other than Pensions (OPEB) to employees as mandated by
Florida Statutes 112.801. The City is required by Section 112.0801, Florida Statutes to charge active and retired
employees the same premium for post retirement healthcare benefits. Because the true cost of health insurance
provided to retired employees is generally significantly higher than that for active employees, the City, as required by
Florida law, is providing an indirect subsidy to the retired employees.
19
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n
Like most governments, the City historically funded the OPEB plan on a pay-as-you-go basis as a current
operating expense, and reflects the expense on its financial statements in the Fiscal Year in which payments are made.
However, the City has implemented Statement No. 45, Accounting and Reporting for Post -Employment Benefits
Other than Pensions ("GASB 45"). Under GASB 45, certain local governments who provide other post -employment
benefits, which include retiree health insurance, are required to show all or a portion oHhe liabilities associated with
their OPEB plans on their financial statements and whether, and to what extent, progress is being made in funding
those liabilities. GASB 45 does not require that the annual required contribution as determined by the plans actuary
be paid or that the plan be fully or partially funded, only that the government account for its unfunded actuarial accrued
liability and its compliance in paying its annual required contribution.
The City's annual OPEB cost, the percentage of annual OPEB cost contribution and the net OPEB obligation
for the City fiscal years 2015 through 2017 are as follows:
2015
2016
2017
Annual OPEB Cost
$231,000
$ 232,000
$ 233,000
Amount contributed
18,160
15,010
12,240
Percentage of Annual OPEB Cost Contributed
8%
6%
5%
Net OPEB Obligation
$1,302,149
$1,519,139
$1,739,899
Source: City of Tamarac, Florida
Annual OPEB Cost and Net OPEB Obligation
The City's annual other post employment benefit (OPEB) cost is calculated based on annual required
contribution of the employer (ARC), an amount actuarially determined in accordance with the parameters of GASB
Statement 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal
cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty
years. The following table shows the components of the City's annual OPEB cost for the fiscal year ended September
30, 2017, the amount actually contributed and the changes in the City's net OPEB obligation:
Annual required contributions
$ 260,000
Interest on the net OPEB obligation
36,000
Adjustment to the ARC
(63,000).
Annual OPEB cost
233,000
Contribution made
(12,240)
Increase in net OPEB obligation
220,760
Net OPEB obligation at beginning of the year
1,519,139
Net OPEB obligation at end of the year
$ 1,739,899
The City has not established a separate trust fund through which benefits under the OPEB Plan are paid and
has not currently accumulated or earmarked any funds for this purpose. All approved benefits are paid from the City's
legally available funds when due.
As of October 1, 2015, the most recent actuarial valuate date, the actuarial ac rued liability for benefits was
$1,957,000, all of which was unfunded. The covered payroll (annual payroll of active employees) was $20,539,000
and the ratio of the unfunded actuarial accrued liability to the covered payroll was 9.5%.
The projection of future benefit payments for an ongoing plan involves estimates of the value of reported
amounts and assumptions about the probability of occurrence of events far into the future. Examples include
assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the
funded status of the plan and the annual required contributions of the employer are subject to continual revision as
actual results are compared with past expectations and new estimates are made about the future. The schedule of
funding progress, presented as required supplementary information following the notes to the financial statements,
presents the current year information about whether the actuarial value of plan assets is increasing or decreasing over
time relative to the actuarial accrued liabilities for benefits. Additional information on the City's pension and OPEB
20
44890899,6
n
plans, including actuarial assumptions, can be found in Note 14 in the notes to the City's audited financial statements
attached as APPENDIX B hereto.
[Remainder of Page Intentionally Left Blank]
to"%,
/1"IN
21
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ESTIMATED SOURCES AND USES OF FUNDS
Sources
Par Amount of the Series 2018 Bonds $
Plus Net Original Issue Premium
TOTAL SOURCES $
Uses
Deposit to Construction Fund for Project Costs $
Costs of Issuance(!)
TOTAL USES $
< � Includes the costs of issuing the Series 2018 Bonds and Underwriters' discount.
DEBT SERVICE SCHEDULE FOR THE SERIES 2018 BONDS
Year Ending
October 1 Principal Interest Total Debt Service
TOTAL
[Remainder of Page Intentionally Left Blank]
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44890899,E
PROPERTY TAX REFORM
Non -Ad Valorem Revenues do not include ad valorem tax revenues. However, pursuant to the Resolution,
funding requirements for essential public purposes affecting health, welfare and safety of inhabitants of the City must
be satisfied prior to budgeting and appropriating Non -Ad Valorem Revenues for the payment of the Series 2018 Bonds
and other obligations payable from Non -Ad Valorem Revenues. Ad valorem revenues have historically been used in
part by the City to fund essential services of the City. Therefore, a decrease in ad valorem tax revenues may in turn
increase the amount of Non -Ad Valorem Revenues required to fund essential governmental services of the City and
thereby reduce the amount of Non -Ad Valorem Revenues available to be budgeted and appropriated to satisfy the
obligation of the City to make payments due on the Series 2018 Bonds. Ad valorem tax receipts for City fiscal year
2017 represented 38.72% of the total revenue sources for the general fund and 18.90% of Governmental Fund
revenues.
Millage Rollback Legislation. In 2007, the State Legislature adopted a property tax plan which significantly
impacted ad valorem tax collections for State local governments (the "Millage Rollback Legislation"). One
component of the Millage Rollback Legislation required counties, cities and special districts to rollback their millage
rates for the 2007-2008 Fiscal Year to a level that, with certain adjustments and exceptions, would generate the same
level of ad valorem tax revenue as in Fiscal Year 2006-2007; provided, however, depending upon the relative growth
of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates were
determined after first reducing 2006-2007 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition,
the Rollback Legislation also limited how much the aggregate amount of ad valorem tax revenues may increase in
future fiscal years. A local government may override certain portions of these requirements by a supermajority, and
for certain requirements, a unanimous vote of its governing body.
Constitutional Exemptions. Certain exemptions from property taxes have been enacted. Constitutional
exemptions include, but are not limited to, property owned by a municipality and used exclusively by it for municipal
or public purposes, certain household goods and personal effects to the value fixed by general law, certain locally ��
approved community and economic development ad valorem tax exemptions to new businesses and expansions of
existing businesses, as defined by general law and historic preservation ad valorem tax exemptions to owners of
historic properties, $25,000 of the assessed value of property subject to tangible personal property tax, the assessed
value of solar devices or renewable energy source devices subject to tangible personal property tax may be exempt
from ad valorem taxation, subject to limitations provided by general law, and certain real property dedicated in
perpetuity for conservation purposes, including real propert'; encumbered by perpetual conservation easements or by
other perpetual conservation protections, as defined by general law.
Homestead Exemption. In addition to the exemptions described above, the State Constitution also provides
for a homestead exemption. Every person who has the legal title or beneficial title in equity to real propelty in the
State and who resides thereon and in good faith makes the same his or her permanent residence or the permanent
residence of others legally or naturally dependent upon such person is eligible to receive a homestead exemption of
up to $50,000. The first $25,000 applies to all property taxes, including school district taxes. The additional exemption,
up to $25,000, applicable to the assessed value of the property between $50,000 and $75,000, applies to all levies
other than school district levies. A person who is receiving or claiming the benefit of an ad valorem tax exemption or
a tax credit in another state where permanent residency, or residency of another legally or naturally dependent upon
the owner, is required as a basis for the granting of that ad valorem tax exemption or tax credit is not entitled to the
homestead exemption. In addition to the general homestead exemption described in this paragraph, the following
additional homestead exemptions are authorized by State law:
Certain Persons 65 or Older. A board of county commissioners or the governing authority of any municipality
may adopt an ordinance to allow an additional homestead exemption equal to (i) of up to $50,000 for persons age 65
or older with household income that does not exceed the statutory income limitation of $20,000 (as increased by the
percentage increase in the average cost of living index each year since 2001) or (ii) the assessed value of the propelty
with a just value less than $250,000, as determined the first tax year that the owner applies and is approved, for any
person 65 or older who has maintained the residence as his or her permanent residence for not less than 25 years and
whose household income does not exceed the statutory income. (The City enacted an ordinance providing for the
$25,000 exemption from City ad valorem taxes described in this paragraph.)
23
4489089916
In addition, veterans 65 or older who are partially or totally permanently disabled may receive a discount
from tax on homestead property if the disability was combat related and the veteran was honorably discharged upon
separation from military service. The discount is a percentage equal to the percentage of the veteran's permanent,
service -connected disability as determined by the United States Department of Veteran's Affairs.
Deployed Military Personnel. The State Constitution provides that by general law and subject to certain
conditions specified therein, each person who receives a homestead exemption who was a member of the United States
military or military reserves, the United States Coast Guard or its reserves, or the Florida National Guard; and who
was deployed during the preceding calendar year on active duty outside the continental United States, Alaska, or
Hawaii in support of military operations designated by the legislature shall receive an additional exemption equal to
a percentage of the taxable value of his or her homestead property. The applicable percentage shall be calculated as
the number of days during the preceding calendar year the person was deployed on active duty outside the continental
United States, Alaska, or Hawaii in support of military operations designated by the legislature divided by the number
of days in that year.
Certain Active Duty Military and Veterans. A military veteran who was honorably discharged, is a resident
of the State, and who is disabled to a degree of 10% or more because of misfortune or while serving during wartime
may be entitled to a $5,000 reduction in the assessed value of his or her property. This exemption is not limited to
homestead property. A military veteran who was honorably discharged with a service -related total and permanent
disability may be eligible for a total exemption from taxes on homestead property. A similar exemption is available
to disabled veterans confined to wheelchairs. Under certain circumstances, the veteran's surviving spouse may be
entitled to carry over these exemptions.
Certain Totally and Permanently Disabled Persons. Real estate used and owned as a homestead by a
quadriplegic, less any portion used for commercial purposes, is exempt from all ad valorem taxation. Real estate used
and owned as a homestead by a paraplegic, hemiplegic, or other totally and permanently disabled person, who must
use a wheelchair for mobility or who is legally blind, is exempt from taxation if the gross household income is below
statutory limits.
Survivors of First Responders. Any real estate that is owned and used as a homestead by the surviving spouse
of a first responder (law enforcement officer, correctional officer, firefighter, emergency medical technician or
paramedic), who died in the line of duty may be granted a total exemption on homestead property if the first responder
and his or her surviving spouse were permanent residents of the Statc on January I of the year in which the fast
responder died.
Recent Amendments Relating to Ad Valorem Taxation. In the 2016 legislative session, several amendments
were passed affecting ad valorem taxation, including classification of agricultural lands during periods of eradication
or quarantine, deleting requirements that conservation easements be renewed annually, providing that just value of
real property shall be determined in the first tax year for income restricted persons age 65 or older who have maintained
such property as the permanent residence for at least 25 years, authorizing a first responder who is totally and
permanently disabled as a result of injuries sustained in the line of duty to receive relief from ad valorem taxes assessed
on homestead property, revising procedures with respect to assessments, hearings and notifications by the value
adjustment board, and revising the interest rate on unpaid ad valorem taxes.
In the 2017 State legislative session, which concluded on May 8, 2017, the State legislature passed House
Joint Resolution 7105 which proposes an amendment to Section 6, Article VII of the State Constitution that would
increase the homestead exemption by exempting the assessed valuation of homestead property greater than $100,000
and up to $125,000 for all levies other than school district levies. If approved by the voters in November 2018, such
amendment would be effective beginning with the 2019 tax roll. The City estimates that this amendment would result
in a negative revenue impact to the City of approximately $1.3 million annually. However, the City does not believe
that the impact will adversely affect the City's ability to pay debt service on the Series 2018 Bonds.
Future Amendments Relatina to Ad Valorem Taxation. Historically, various legislative proposals and
n constitutional amendments relating to ad valorem taxation have been introduced in each session of the State legislature.
Many of these proposals have provided for new or increased exemptions to ad valorem taxation and limited increases
24
44890899,6
in assessed valuation of certain types of property or have otherwise restricted the ability of local governments in the
State to levy ad valorem taxes at then current levels.
LEGAL MATTERS
Certain legal matters in connection with the authorization, issuance and sale of the Series 2018 Bonds are
subject to the approval of Bryant Miller Olive P.A., Tampa, Florida, Bond Counsel, whose approving opinion will be
available at the time of delivery of the Series 2018 Bonds.
The proposed form of Bond Counsel opinion is attached hereto as APPENDIX D and reference is made to
such form of opinion for the complete text thereof. The actual legal opinion to be delivered may vary from that text if
necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent
distribution of it by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel
has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date.
Certain legal matters will be passed upon for the City by Goren, Cherof, Doody & Ezrol, P.A., Fort
Lauderdale, Florida, City Attorney and Akerman LLP, Orlando, Florida, Disclosure Counsel. Nabors, Giblin &
Nickerson, P.A., Tampa, Florida, is serving as counsel to the Underwriters.
LITIGATION
There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature
whatsoever which in any way questions or affects the validity of the Series 2018 Bonds, or any proceedings or
transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the source of
security for the Series 2018 Bonds as provided in the Resolution.
The City experiences routine litigation and claims incidental to the conduct of its affairs. In the opinion of Aooftl�
the City Attorney, there are no actions presently pending or threatened, the adverse outcome of which would have a
material adverse effect on the availability of the Non -Ad Valorem Revenues or the ability of the City to pay the Series
2018 Bonds from the Pledged Funds. From time to time, the City is party to other various legal proceedings which
individually are not expected to have a material adverse effect on the operations or financial condition of the City, but
may, in the aggregate, have a material impact thereon. However, in the opinion of the City Attorney, the City and/or
its insurance carrier will either successfully defend such actions or otherwise resolve such matters without any material
adverse consequences.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell
securities of the City except by an offering circular containing full and fair disclosure of all defaults as to principal or
interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation which
reports to the Florida Financial Services Commission (the "Commission"). Pursuant to administrative rulemaking, the
Commission has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from
such defaults, whether a trustee or receiver has been appointed over the assets of the City, and certain additional
financial information, unless the City believes in good faith that such information would not be considered material
by a reasonable investor. The City is not and has not been in default on any bond issued since December 31, 1975 that
would be considered material by a reasonable investor.
The City has not undertaken an independent review or investigation of securities for which it has served as
conduit issuer. The City does not believe that any information about any default on such securities is appropriate and
would be considered material by a reasonable investor in the Series 2018 Bonds because the City would not have been
obligated to pay the debt service on any such securities except from payments made to it by the private companies on
whose behalf such securities were issued and no funds of the City would have been pledged or used to pay such
securities or the interest thereon.
25
44890899,6
TAX MATTERS
General
The Code establishes certain requirements which must be met subsequent to the issuance cf the Series 2018
Bonds in order that interest on the Series 2018 Bonds. be and remain excluded from gross income for purposes of
federal income taxation. Non-compliance may cause interest on the Series 2018 Bonds to be included in federal gross
income retroactive to the date of issuance of the Series 2018 Bonds, regardless of the date on which such non-
compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe
yield and other limits within which the proceeds of the Series 2018 Bonds and the other amounts are to be invested
and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury
Department of the United States. The City has covenanted in the Resolution with respect to the Series 2018 Bonds to
comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the
Series 2018 Bonds.
In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws,
regulations, judicial decisions and rulings, interest on the Series 2018 Bonds is excluded from gross income for
purposes of federal income taxation. Interest on the Series 2018 Bonds is not an item of tax preference for purposes
of the federal alternative minimum tax. However, interest on the Series 2018 Bonds shall be taken into account in
determining adjusted current earnings for purposes of computing the alternative minimum tax on corporations for
taxable years that began prior to January 1, 2018. The alternative minimum tax on corporations. was repealed for
taxable years beginning on and after January 1, 2018.
Except as described above, Bond Counsel will express no opinion regarding other federal income tax
consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series 2018 Bonds.
Prospective purchasers of Series 2018 Bonds should be aware that the ownership of Series 2018 Bonds may result in
collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred
or continued to purchase or carry Series 2018 Bonds; (ii) the reduction of the loss reserve deduction for property and
casualty insurance companies by fifteen percent (15%) of certain items, including interest on Series 2018 Bonds; (iii)
the inclusion of interest on Series 2018 Bonds in earnings of certain foreign corporations doing business in the United
States for purposes of the branch profits tax; (iv) the inclusion of interest on Series 2018 Bonds in passive income
subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the
close ofthe taxable year; and (v) the inclusion of interest on Series 2018 Bonds in "modified adjusted gross income"
by recipients ofceltain Social Security and Railroad Retirement benefits for the purposes of determining whether such
benefits are included in gross income for federal income tax purposes.
As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations
and covenants made on behalf of the City, certificates of appropriate officers and certificates of public officials
(including certifications as to the use of proceeds of the Series 2018 Bonds and of the property financed or refinanced
thereby), without undertaking to verify the same by independent investigation.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2018 BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT
NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS
SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.
Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Series 2018 Bonds is subject to information reporting to the
Internal Revenue Service in a manner similar to interest paid on taxable obligations. This repo lting requirement does
not affect the excludability of interest on the Series 2018 Bonds from gross income for federal income tax purposes.
However, in conjunction with that information reporting requirement, the Code subjects certain non -corporate owners
of Series- 2018 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with
respect to payments on the Series 2018 Bonds and proceeds from the sale of Series 2018 Bonds. Any amount so
withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2018 Bonds.
26
44890899;6
This withholding generally applies if the owner of Series 2018 Bonds (i) fails to furnish the payor such owner's social
security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails
to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain
circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under
penalty of perjury, that the TIN provided is correct and that such owner is nOt subject to backup withholding.
Prospective purchasers of the Series 2018 Bonds may also wish to consult with their tax advisors with respect to the
need to furnish certain taxpayer information in order to avoid backup withholding.
Other Tax Matters
During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that
altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2018
Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive
basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the
Series 2018 Bonds. From time to time, legislative proposals are pending which could have an effect on both the
federal tax consequences resulting from ownership of the Series 2018 Bonds and their market value. No assurance
can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the
Series 2018 Bonds.
Prospective purchasers of the Series 2018 Bonds should consult their own tax advisors as to the tax
consequences of owning the Series 2018 Bonds in their particular state or local jurisdiction and regarding any pending
or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
[Tax Treatment of Original Issue Discount
Under the Code, the difference between the maturity amount of the Series 2018 Bonds maturing on /0—N
(collectively, the "Discount Bonds"), and the initial offering price to the public, excluding bond
houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which
price a substantial amount of the Discount Bonds of the same maturity and, if applicable, interest rate, was sold is
"original issue discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest
rate compounded periodically. A purchaser who acquires the Discount Bonds in the initial offering at a price equal to
the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross
income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds
the Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such accruing
discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bonds. The federal
income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds
which are not purchased in the initial offering at the initial offering price may be determined according to rules which
differ from those above. Bondholders of the Discount Bonds should consult their own tax advisors with respect to the
precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition
ofthe Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount
Bonds.]
D
[Tax Treatment of Bond Premium
The difference between the principal amount of the Series 2018 Bonds maturing on
(collectively, the "Premium Bonds"), and the initial offering price to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial
amount of such Premium Bonds of the same maturity and, if applicable, interest rate, was sold constitutes to an initial
purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The
amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over
the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for each of the Premium
Bonds which minimizes the yield on such Premium Bonds to the purchaser. For purposes of determining gain or loss
on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial �t
offering is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of
amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a
reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning
27
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such Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their own tax
advisors with respect to the state and local tax consequences of owning such Premium Bonds.]
RATINGS
S&P Global Ratings, Moody's Investors Service, Inc., and Fitch Ratings, Inc., respectively, have assigned
ratings of "AA" (stable outlook), "Aa3," and "AA-" (stable outlook), respectively, to the Series 2018 Bonds. The
ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said
rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not
be lowered or withdrawn entirely by the rating agencies, or any ofthem, if in their judgment, circumstances so warrant.
A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the
Series 2018 Bonds. An explanation of the significance of the ratings can be received from the rating agencies, at the
following addresses: Standard & Poor's, 55 Water Street, 38th Floor, New York, New York 10041, Moody's Investors
Service, Inc., 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, and Fitch Ratings, 33
Whitehall Street, New York, New York 10004.
FINANCIAL ADVISOR
The City has retained Larson Consulting Services, LLC, Orlando, Florida, as Financial Advisor (the
"Financial Advisor") in connection with preparation of the City's plan of financing and with respect to the authorization
and issuance of the Series 2018 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to
make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the
information contained in the Official Statement. The Financial Advisor is an independent SEC and MSRB registered
financial advisory and consulting organization and is not engaged in the business ofunderwriting, marketing or trading
of municipal securities or any other negotiable instruments.
FINANCIAL STATEMENTS
The Audited Basic Financial Statements of the City for the Fiscal Year ended September 30, 2017, and report
thereon of RMS US LLP (the "Independent Auditor") are attached hereto as "APPENDIX B - Audited Basic
Financial Statements of the City for the Fiscal Year Ended September 30, 2017." Such statements speak only as of
September 30, 2017 and have been included in this Official Statement as public documents and the consent of the
Independent Auditor to include such documents herein was not requested. The independent Auditor, has not been
engaged to perform, and has not performed, since the date of its report included herein, any procedures on the financial
statements addressed in that report. The Independent Auditor also has not performed any procedures relating to this
Official Statement.
UNDERWRITING
The Series 2018 Bonds will be purchased by Stifel, Nicolaus & Company, Incorporated (the
"Representative"), acting on behalf of itself and as representative of RBC Capital Markets, LLC and UBS Financial
Services Inc. (the "Underwriters") at an aggregate purchase price of$ (which includes a net original
issue premium of and Underwriters' discount of $ The Underwriters' obligations are
subject to certain conditions precedent, and they will be obligated to purchase all of the Series 2018 Bonds if any
Series 2018 Bonds are purchased. The Series 2018 Bonds may be offered and sold to certain dealers (including dealers
depositing such Series 2018 Bonds into investment trusts) at prices lower than such public offering prices, and such
public offering prices may be changed, from time to time, by the Underwriters. The Underwriters and their respective
affiliates are full -service financial institutions engaged in various activities that may include securities trading,
commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course
of business, the Underwriters and their respective affiliates may actively trade debt and, if applicable, equity securities
(or related derivative securities) and provide financial instruments (which may include bank loans, credit support or
interest rate swaps). The Underwriters and their respective affiliates may engage in transactions for their own accounts
involving the securities and instruments made the subject of this securities offering or other offering of the City. The
Underwriters and their respective affiliates may make a market in credit default swaps with respect to municipal
securities in the future. The Underwriters and their respective affiliates may also communicate independent
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investment recommendations, market color or trading ideas and publish independent research views in respect of this
securities offering or other offerings of the City.
Bond Counsel and Disclosure Counsel may, from time -to -time, serve as counsel to the Underwriters on
matters unrelated to the issuance of the Series 2018 Bonds.
CONTINGENT FEES
The City has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with respect to the
authorization, sale, execution and delivery of the Series 2018 Bonds. Payment of the fees of such professionals and a
discount to the Underwriters (including the fees of their counsel) are each contingent upon the issuance of the Series
2018 Bonds.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2018 Bonds upon an event of default under the Resolution
are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing
constitutional and statutory law and judicial decisions, including specifically the Federal Bankruptcy Code, the
remedies specified by the Resolution and the Series 2018 Bonds may not be readily available or may be limited. The
various legal opinions to be delivered concurrently with the delivery of the Series 2018 Bonds (including Bond
Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal
instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the
rights of creditors enacted before or after such delivery. See "APPENDIX C -- Form of Resolution" attached hereto
for a description of events of default and remedies.
CONTINUING DISCLOSURE
The City has covenanted for the benefit of the Holders of the Series 2018 Bonds to provide certain financial
information and operating data relating to the City and the Series 2018 Bonds in each year, and to provide notices of
the occurrence of certain enumerated material events. The City has agreed to file itself or through its dissemination
agent annual fmancial information and operating data and the audited financial statements with each entity authorized
and approved by the Securities and Exchange Commission (the "SEC") to act as a repository (each a "Repository")
for purposes of complying with Ruie J5c2-12 adopted by the SEC under the Securities Exchange Act of 1934 (the
"Rule"). Effective July 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board (the "MSRB"). The
City has also agreed to file notices of certain enumerated events, when and if they occur, with the Repository either
itself or through its dissemination agent. Currently, the City's dissemination agent is Digital Assurance Certification,
L.L.C. ("DAC"), who was first engaged in 2004.
With respect to the Series 2018 Bonds, no party other than the City is obligated to provide, nor is expected
to provide, any continuing disclosure information with respect to the Rule.
The specific nature of the financial information, operating data, and of the type of events which trigger a
disclosure obligation, and other details of the undertaking are described in "APPENDIX E - Form of Disclosure
Dissemination Agent Agreement" attached hereto. The Disclosure Dissemination Agent Agreement shall be executed
by the City prior to the issuance of the Series 2018 Bonds. These covenants have been made in order to assist the
Underwriters in complying with the continuing disclosure requirements of the Rule.
In the past five years, the City has not failed to timely comply with the provisions of the Rule except that for
its Annual Report required to be filed for its Utility System Refunding Revenue Bonds Series 2016A and 2016B
(Taxable) for the fiscal year ended September 30, 2016 included information regarding the Ten Largest Water and
Sewer Service Customers for Fiscal Year 2015 rather than 2016 as required. Such failure has been cured as of the date
hereof.
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ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning the City and
certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and
each such summary and reference is qualified in its entirety by reforence to each such document for full and cJmplete
statements of all matters of fact relating to the Series 2018 Bonds, the security for the payment of the Series 2018
Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument.
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not
so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or
in writing is to be construed as a contract with the owners of the Series 2018 Bonds.
The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety
together with all foregoing statements.
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AUTHORIZATION OF OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized and approved by the City. At
the time of delivery of the Series 2018 Bonds, the City will furnish a certificate substantially to the effect that nothing
has come to their attention which would leadthem to believe that the Official Statement (other than information herein
related to DTC, the book -entry only system of registration and the information contained under the caption "TAX
MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2018
Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein
for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements
contained therein, in the light of the circumstances under which they were made, pot misleading.
CITY OF TAMARAC, FLORIDA
By = — — — — — — — — — — — — — — — — — —
Mayor
By = — — — — — — — — — — — — — — — — — —
City Manager
By = — — — — — — — — — — — — — — — — — —
Director of Financial Services
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APPENDIX A
General Information Concerning the City
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APPENDIXB
Audited Basic Financial Statements of the City
for the Fiscal Year Ended September 30, 2017
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APPENDIXC
Form of Resolution
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APPENDIXD
Form of Bond Counsel Opinion
.^
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APPENDIXE
Form of Disclosure Dissemination Agent Agreement
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