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HomeMy WebLinkAboutCity of Tamarac Resolution R-2017-071Temp Reso. #12970 - 2017 Page 1 Revision # — '2017 CITY OF TAMARAC, FLORID RESOLUTION NO. R-2017- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE ISSUANCE OF ITS CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2017 (TAXABLE), IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $17,000,000 AT ANY ONE TIME, TO REFINANCE ALL OF THE OUTSTANDING CITY OF TAMARAC, FLORIDA REPLACEMENT CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013 (TAXABLE); MAKING CERTAIN FINDINGS OF PARAMOUNT PUBLIC PURPOSE; PROVIDING THAT THE SERIES 2017 NOTE SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM LEGALLY AVAILABLE NON -AD VALOREM REVENUES BUDGETED, APPROPRIATED AND DEPOSITED AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF THE SERIES 2017 NOTE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AS FOLLOWS: Section 1: Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, the City Charter of the Issuer, Chapter 166, Part II, Florida Statutes and other applicable provisions of law (collectively, the "Act"). Section 2: Definitions. The following words and phrases shall have the following meanings when used herein: "Act" shall have the meaning ascribed thereto in Section 1 hereof. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is lawfully closed. "City Attorney" means the City Attorney of the Issuer, or any assistant or deputy City Attorney. 25233/015/01204129.DOCv9 Temp Reso. #12970 - 2017 Page 2 Revision # — , 2017 "City Manager" means the City Manager or assistant, deputy, interim or acting City Manager of the Issuer. "Clerk" means the City Clerk or assistant or deputy City Clerk of the Issuer. "Costs of Essential Services" means costs of General Government and Public Safety, as such terms are referred to in the Issuer's most recent Comprehensive Annual Financial Report. "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 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 a lien 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" means the Fund established in Section 8 hereof. "Director of Financial Services" means the Director of Financial Services or any assistant or deputy Director of Financial Services of the Issuer. "Financial Advisor" means Larson Consulting Services, LLC, Orlando, Florida. "Fiscal Year" means 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 Fiscal Year. 25233/015/01204129.DOCv9 1 1 Florida. Temp Reso. #12970 - 2017 Page 3 Revision # - '2017 "Interest Rate" shall have the meaning ascribed thereto in Section 5(A) hereof. "Issuer" means the City of Tamarac, Florida, a municipal corporation of the State of "Maturity Date" means August 1, 2027. "Maximum Annual Covenant Debt Service" means the maximum annual debt service on debt and obligations secured by a covenant to budget and appropriate Pledgeable Non -Ad. Valorem Revenues for the payment thereof, or that are unsecured and expected by the Issuer to be paid from Pledgeable Non -Ad Valorem Revenues. "Mayor" means the Mayor or Vice Mayor of the Issuer. "Non -Ad Valorem Revenues" means 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. "Note Counsel" means Bryant Miller Olive P.A. or any other 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. "Original Purchaser" means TD Bank, N.A. "Owner" or "Owners" means the Person or Persons in whose name or names Series 2017 Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Permitted Lender" means any affiliate of the Original Purchaser or any bank, trust company, savings institution, insurance company or qualified institutional buyer under Rule 144A promulgated under the Securities Act of 1933. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. 25233/015/01204129.DOCv9 Temp Reso. #12970 - 2017 Page 4 Revision # - '2017 "Pledgeable Non -Ad Valorem Revenues" means all legally available non -ad valorem revenues of the Issuer (excluding revenues of any enterprise fund of the Issuer), which are legally available to make the payments required by the Resolution. "Pledged Revenues" means the Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided herein and the proceeds of any indebtedness incurred for the purpose of refinancing the Refunded Note. "Prime Rate" means that index rate of interest which the Owner, from time to time announces as its prime rate, which rate is an index rate for guidance to loan officers and is not necessarily the best or lowest rate charged borrowing customers of the Owner, or if such rate is no longer announced, such comparable prime rate as shall be published in the Wall Street journal. "Principal Office" means, with respect to the Original Purchaser, the office located at 5900 North Andrews Avenue, Fort Lauderdale, Florida 33309, or such other office as the Owner may designate to the Issuer in writing. "Refunded Note" means the City of Tamarac, Florida Replacement Capital Improvement Revenue Note, Series 2013 (Taxable). "Resolution" means this Resolution, pursuant to which the Series 2017 Note is authorized to be issued, including any supplemental resolution(s). "Series 2017 Note" means the Capital Improvement Refunding Revenue Note, Series 2017 (Taxable) of the Issuer authorized by Section 4 hereof. "State" means the State of Florida. Section 3: Findings. (A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it is necessary for the continued preservation of the economic welfare, and the health, welfare and safety of the Issuer and its inhabitants to refinance the Refunded Note. Issuance of the Series 2017 Note to refinance all of the outstanding principal amount of the Refunded Note satisfies a paramount public purpose, because it refinances the cost of acquisition, development and redevelopment of real property within the Issuer which was used for community development or redevelopment purposes, and various capital improvements within the Issuer by fostering community development and increased economic activity in the Issuer by providing a more vibrant community in and for the Issuer and its inhabitants, and for preserving the continued health, welfare, and safety of the Issuer and its citizens. 25233/015/01204129.DOCv9 E Temp Reso. #12970 - , 2017 Page 5 Revision # - '2017 (B) Debt service on the Series 2017 Note will be secured by the Pledged Revenues as provided herein. (C) Debt service on the Series 2017 Note and all other payments hereunder shall be payable from and secured solely by moneys deposited in the manner and to the extent provided herein. The Issuer shall never be required to levy ad valorem taxes or use the proceeds thereof to pay debt service on the Series 2017 Note or to make any other payments to be made hereunder or to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any other Non -Ad Valorem Revenues. The Series 2017 Note shall not constitute a lien on any property owned by or situated within the limits of the Issuer. (D) It is estimated that the Non -Ad Valorem Revenues will be available in the Governmental Funds after satisfying funding requirements for obligations having an express lien on or pledge thereof and after satisfying funding requirements for essential governmental services of the Issuer, in amounts sufficient to provide for the payment of the principal of and interest on Series 2017 Note and all other payment obligations hereunder. (E) In response to the Issuer's Request for Proposals ("RFP") dated April 3, 2017, the Issuer has received an offer from the Original Purchaser to purchase the Series 2017 Note. The Financial Advisor, following a review of all bank responses to the RFP and in consultation with the Issuer's Director of Financial Services, recommends that the proposal from the Original Purchaser is the most cost effective and flexible proposal and is the best means by which to achieve the objectives described in Section 3(A) above. (F) In consideration of the purchase and acceptance of the Series 2017 Note by those who shall be the Owner thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owner. Section 4: Authorization of Refinancing of the Refunded Note. Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as the "City of Tamarac, Florida Capital Improvement Refunding Revenue Note, Series 2017 (Taxable)" is hereby authorized to be issued under and secured by this Resolution in the aggregate principal amount of not to exceed $17,000,000 at any one time for the purpose of refinancing the Refunded Note, and paying the costs of issuing the Series 2017 Note. Upon the execution and delivery of the Series 2017 Note and simultaneous retirement of the Refunded Note, the Refunded Note shall no longer be outstanding. Because of the characteristics of the Series 2017 Note, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Series 2017 Note, it is in the 25233/015/01204129.DOCv9 Temp Reso. #12970 - 2017 Page 6 Revision # — '2017 best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Series 2017 Note at a private negotiated sale. Prior to the issuance of the Series 2017 Note, the Issuer shall receive from the Original Purchaser a Lender's Certificate, the form of which is attached hereto as Exhibit B, and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which is attached hereto as Exhibit C. Section 5: Description of Series 2017 Note. The Series 2017 Note shall be dated the date of its execution and delivery, which shall be a date agreed upon by the Issuer and the Original Purchaser, subject to the following terms: (A) Interest Rate. The Series 2017 Note shall have a fixed interest rate equal to 3.64% per annum (subject to adjustment upon the occurrence of certain events as provided herein and in the Series 2017 Note) calculated on a 30/360 day basis. (B) Principal and Interest Payment Dates. Interest on the Series 2017 Note shall be paid semi-annually on each April 1 and October 1, commencing October 1, 2017. Principal on the Series 2017 Note shall be paid semi-annually on each April 1 and October 1, commencing October 1, 2021, with a final maturity date of the Maturity Date. (C) Prepayment of the Series 2017 Note. The Series 2017 Note shall be subject to prepayment as described in the Series 2017 Note. (D) Form of the Series 2017 Note. The Series 2017 Note is to be in substantially the form set forth in Exhibit A attached hereto, together with such non -material changes as shall be approved by the Mayor and the City Manager, such approval to be conclusively evidenced by the execution thereof by the Mayor and the City Manager. The Series 2017 Note shall be executed on behalf of the Issuer with the manual or facsimile signature of the Mayor and the City Manager and the official seal of the Issuer, be attested with the manual or facsimile signature of the City Clerk, and be approved as to form by the City Attorney. In case any one or more of the officers who shall have signed or sealed the Series 2017 Note or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Series 2017 Note so signed and sealed has been actually sold and delivered, such Series 2017 Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Series 2017 Note had not ceased to hold such office. The Series 2017 Note may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Series 2017 Note shall hold the proper office of the Issuer, although, at the date of such Series 2017 Note, 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 Series 2017 Note shall be actually sold and delivered. 2 5 23 3/ 015 / 01204129. D O C v9 11 Temp Reso. #12970 - 2017 Page 7 Revision # - '2017 (E) Original Denomination. The Series 2017 Note shall originally be issued in a single denomination equal to the original principal amount authorized hereunder. Section 6: Registration and Transfer of Series 2017 Note; Persons Treated as Owner. The Series 2017 Note is initially registered to the Original Purchaser. So long as the Series 2017 Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Series 2017 Note. The Series 2017 Note shall be transferable only upon such registration books. Notwithstanding anything herein to the contrary, the Original Purchaser may in the future make transfers or enter into participation agreements with respect to the Series 2017 Note; provided, however, such transfers shall be only to Permitted Lenders and the Series 2017 Note may not be transferred in a denomination of less than $100,000. The Person in whose name the Series 2017 Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on such Series 2017 Note shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2017 Note to the extent of the sum or sums so paid. Section 7: Payment of Principal and Interest; Limited Obligation. The Issuer promises that it will promptly pay the principal of and interest on the Series 2017 Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Series 2017 Note is secured by a pledge of and lien upon the Pledged Revenues in the manner and to the extent described herein. The Series 2017 Note shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No holder of the Series 2017 Note issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power or taxation of any real or personal property thereon or the use or application of ad valorem tax revenues to pay such Series 2017 Note, or be entitled to payment of such Series 2017 Note from any funds of the Issuer except from the Pledged Revenues as described herein. Section 8: Covenant to Budget and Appropriate; Establish Debt Service Fund. Subject to the next paragraph, the Issuer covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues, and to deposit into the Debt Service Fund hereinafter created, amounts sufficient to pay principal of and interest on the Series 2017 Note not being paid from other amounts as the same shall become due. Such covenant and agreement on the part of the Issuer to budget, appropriate and deposit such amounts of Non - Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated, deposited and actually paid. 2 523 3/ 015 / 01204129. D O C v9 Temp Reso. #12970 - , 2017 Page 8 Revision # - '2017 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. The Issuer further acknowledges and agrees that the obligations of the Issuer to include the amount of any deficiency in payments in each of its annual budgets and to pay such deficiencies from Non -Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. Until such monies are budgeted, appropriated and deposited as provided herein, such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Issuer from pledging 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 holder of the Series 2017 Note a prior claim on the Non - Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the prior payment of obligations secured by a pledge of a particular source or sources of Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). Anything in this Resolution to the contrary notwithstanding, it is understood and agreed that all obligations of the Issuer hereunder shall be payable from the portion of Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided herein and nothing herein shall be deemed to pledge ad valorem taxing power or ad valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the Issuer and no holder of the Series 2017 Note nor any other person, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the Issuer or the use or application of ad valorem tax revenues in order to satisfy any payment obligations hereunder or to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees, or any other Non -Ad Valorem Revenues. The obligation of the Issuer to budget, appropriate, deposit and make payments hereunder from its Non -Ad Valorem Revenues is subject to the availability of Non -Ad Valorem Revenues after the satisfaction of the funding requirements for obligations having an express lien on or pledge of such revenues and the funding requirements for essential governmental services of the Issuer. Notwithstanding any provisions of this Resolution or the Series 2017 Note to the contrary, the Issuer shall never be obligated to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues. Until such monies are budgeted, appropriated and deposited as provided herein, neither this Resolution nor the obligations of the Issuer hereunder shall be construed as a pledge of or alien on all or any Non - Ad Valorem Revenues of the Issuer, but shall be payable solely as provided herein and is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer. 25 23 3 / 015 / 01204129. D O C v9 Temp Reso. #12970 - 2017 Page 9 Revision # - '2017 There is hereby created and established the "City of Tamarac, Florida Capital Improvement Refunding Revenue Note Series 2017 (Taxable) Debt Service Fund," which fund shall be a trust fund held by the Director of Financial Services, which shall be held solely for the benefit of the Owner of the Series 2017 Note. The Debt Service Fund shall be deemed to be held in trust for the purposes provided herein for such Fund. The money in such Fund shall be continuously secured in the same manner as state and municipal deposits are authorized to be secured by the laws of the State of Florida. The designation and establishment of the Debt Service Fund in and by this Resolution shall not be construed to require the establishment of a completely independent, self -balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. The Issuer may at any time and from time to time appoint one or more depositaries to hold, for the benefit of the Owner of the Series 2017 Note, the Debt Service Fund established hereby. Such depository or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each such Fund as herein set forth, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agent and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and having a combined capital, surplus and undivided profits aggregating not less than fifty million dollars ($50,000,000). Notwithstanding anything herein to the contrary, the Issuer may invest amounts on deposit in the Debt Service Fund in accordance with the Act and the Issuer's written investment policy. Section 9. Anti -Dilution Test. (A) During such time as the Series 2017 Note is outstanding hereunder, the Issuer agrees and covenants not to incur any Debt unless it demonstrates that: (i) Non -Ad Valorem Revenues shall cover maximum annual debt service on the Series 2017 Note, any other Debt and such proposed Debt by at least 2.Ox (only until such time as neither the Issuer's Stormwater System Refunding Revenue Bond, Series 2009 nor the Issuer's Sales Tax Refunding Revenue Bonds, Series 2009 remain outstanding at which time such ratio shall revert to 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; and 2523 3 / 015 / 01204129. D O C v9 Temp Reso. #12970 - , 2017 Page 10 Revision # - , 2017 (ii) the remainder of (A) the Pledgeable Non -Ad Valorem Revenues for the most recent Fiscal Year for which audited financial statements of the Issuer are available, less (B) the product of (1) the quotient of such Pledgeable Non -Ad Valorem Revenues divided by the non -enterprise fund revenues for such Fiscal Year, multiplied by (I1) the Costs of Essential Services for such Fiscal Year, and less (C) the maximum annual debt service on debt and obligations secured by an express lien on all or a portion of the Pledgeable Non -Ad Valorem Revenues to be outstanding following the issuance of the proposed debt or obligations is equal to or greater than 1.1x the Maximum Annual Covenant Debt Service with respect to debt and obligations to be outstanding following the issuance of the proposed debt or obligations; provided, however, that the Issuer shall comply, with the requirement described in this paragraph (ii) only until such time as neither the Issuer's Stormwater System Refunding Revenue Bond, Series 2009 nor the Issuer's Sales Tax Refunding Revenue Bonds, Series 2009 remain outstanding. [Pledgeable Non -Ad Valorem Revenues - ((Pledgeable Non -Ad Valorem Revenues Non -Enterprise Fund Revenues) x (Costs of Essential Services)) - maximum annual debt service secured by lien on Pledgeable Non -Ad Valorem Revenues >- 1.1x Maximum Annual Covenant Debt Service]. (B) For the purposes of the covenants contained in this Section 9, 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 greater of (i) 4% per annum, or (ii) 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 9 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. (C) 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 25233 /015 /01204129.DOCv9 Temp Reso. #12970 - , 2017 Page 11 Revision # — '2017 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 10. APplication of Proceeds of Series 2017 Note. All proceeds from the. Series 2017 Note shall be used to refinance the Refunded Note, and to pay associated costs of issuance (including but not limited to legal and financial advisory fees and expenses). Section 11: Applicable Provisions of Law; Waiver of fury Trial. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida. THE ISSUER CONSENTS TO FLORIDA JURISDICTION AND AGREES TO WAIVE TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS RESOLUTION OR THE SERIES 2017 NOTE. Section 12: Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Series 2017 Note except with the written consent of all of the Owners of the Series 2017 Note. Section 13: Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Series 2017 Note is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 14: Series 2017 Note Mutilated, Destroyed, Stolen or Lost. In case the Series 2017 Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Series 2017 Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Series 2017 Note, or in lieu of and in substitution for the Series 2017 Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Series 2017 Note so surrendered shall be canceled. Section 15: Impairment of Contract. The Issuer covenants with the Owner of the Series 2017 Note that it will not, without the written consent of the Owner of the Series 2017 Note, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Series 2017 Note hereunder. Section 16: Budget, Financial and Other Information. 25233/015/01204129.DOCv9 Temp Reso. #12970 - 12017 Page 12 Revision # - '2017 (A) The Issuer shall provide the Owner of the Series 2017 Note with a copy of its annual budget, prepared in accordance with Florida law, within thirty (30) days of its adoption date, and such other financial information regarding the Issuer as the Owner of the Series 2017 Note may reasonably request. (B) Not later than two hundred ten (210) days after the close of each Fiscal Year, the Issuer shall provide the Owner of the Series 2017 Note with its Comprehensive Annual Financial Report including annual financial statements for each Fiscal Year of the Issuer, prepared in accordance with applicable law and generally accepted accounting principles and audited by an independent certified public accountant. (C) All accounting terms not specifically defined or specified herein shall have the meanings attributed to such terms under generally accepted accounting principles as in effect from time to time, consistently applied. Section 17: Events of Default; Remedies of Owner. The following shall constitute "Events of Default:" (i) if the Issuer fails to make any payment of principal of or interest on the Series 2017 Note when due; (ii) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Series 2017 Note (other than set forth in (i) above) and fails to cure the same within thirty (30) days following written notice thereof; (iii) filing of a petition by or against the Issuer relating to bankruptcy, reorganization, arrangement or readjustment of debt of the Issuer or for any other relief relating to the Issuer under the United States Bankruptcy Code, as amended, or any other insolvency act or law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the Issuer, and the continuance of any such event for ninety (90) days undismissed or undischarged; (iv) the occurrence of an event of default with respect to any other indebtedness of the Issuer secured by a covenant of the Issuer to budget and appropriate Non -Ad Valorem Revenues or a pledge of a particular source or sources of Non -Ad Valorem Revenues, which results in either case in the acceleration of such indebtedness of the Issuer; (v) final judgment for the payment of money in excess of $10,000,000 is rendered against the Issuer, and the Issuer is liable to pay such judgment pursuant to the provisions of Chapter 768, Florida Statutes or other applicable law, unless the Issuer demonstrates to the reasonable satisfaction of the Owner that insurance or adequate reserves are available to make such payment, and at any time after sixty (60) days from the entry thereof, unless otherwise provided in the final judgment (a) such judgment shall not have been discharged, or (b) the Issuer shall not have taken and be diligently prosecuting an appeal therefrom and, to the extent that any final process or proceeding supplementary to enforce such judgment is lawfully available, such process or proceeding has not been stayed pending determination of such appeal; or (vi) any representation or warranty of the Issuer made herein is untrue. 25233 / 015 / 01204129. D O Cv9 Temp Reso. #12970 - 2017 Page 13 Revision # - '2017 Upon the occurrence and during the continuation of any Event of Default, the Owner of the Series 2017 Note may, in addition to any other remedies set forth in this Resolution or the Series 2017 Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted or contained in 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. Upon and during the continuance of an Event of Default, notwithstanding anything herein to the contrary, the Interest Rate shall adjust to the Default Rate as of the date of the occurrence. "Default Rate" means the lesser of (a) the maximum rate permitted by applicable law, and (b) the Prime Rate plus 6.00% per annum. In case of an Event of Default pursuant to clauses (i) and (iv) above, upon written declaration of the Owner of at least 100% of the principal amount of the Series 2017 Note, the entire debt then remaining unpaid under the Series 2017 Note shall be immediately due and payable. Section 18: Severabilb. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 19: Business Days. In any case where the due date of interest on or principal of a Series 2017 Note is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 20: Applicable Provisions of Law. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida. Section 21: Rules of Interpretation. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. Section 22: Captions. The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. 25233/015/01204129.DOCv9 Temp Reso. #12970 - 12017 Page 14 Revision # - '2017 Section 23: Exemption from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Series 2017 Note or for any claim based thereon or otherwise in respect thereof, shall be had against any City Commission member of the Issuer, as such, past, present or future, either directly or through the Issuer it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the City Commission member of the Issuer, as such, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such City Commission member of the Issuer, as such, are waived and released as a condition of, and as a consideration for, the execution of this Resolution and the issuance of the Series 2017 Note, on the part of the Issuer. Section 24: Authorizations; Budget Adjustments. (A) The Mayor and any member of the City Commission, the City Manager, the City Attorney, the City Clerk, the Director of Financial Services and such other officials and employees of the Issuer as may be designated by the Issuer are each designated as agents of the Issuer in connection with the issuance and delivery of the Series 2017 Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. (B) The Director of Financial Services or his designee is hereby authorized and empowered to make all budget adjustments to effectuate the intent of this Resolution. Section 25: Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 26: No Third Party Beneficiaries. Except such other persons as may be expressly described in this Resolution or in the Series 2017 Note, nothing in this Resolution or in the Series 2017 Note, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under and by reason of this Resolution, or any provision thereof, or of the Series 2017 Note, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons who shall from time to time be Owners. 25233 / 015 / 01204129. D O Cv9 L 1 Temp Reso. #12970 - , 2017 Page 15 Revision # — '2017 Section 27: Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 28th day of June, 2017. °°\\%IIIIIIf// °° F TAAy q ���i (SEAL) A,� ESTABLISHE[) 1963 , 0�A. SEAL O: • ....... • • a , ATTEST: CITY CLERK I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO4FC, n SAMUEL S. GOREN CITY ATTORNEY CITY OF TAMARAC, FLORIDA By: Name: arry Dressler Title: Mayor RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: COMM BOLTO t / DIST 2: COMM GOMEZ DIST 3: COMM FISHMA DIST 4: V/M PLACKO 25233/015/01204129.DOCv9 Temp Reso. #12970 - 12017 Page 16 Revision # - , 2017 EXHIBIT A [FORM OF SERIES 2017 NOTE] August 1, 2017 $16,620,000 CITY OF TAMARAC, FLORIDA CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE, SERIES 2017 (TAXABLE) KNOW ALL MEN BY THESE PRESENTS that the City of Tamarac, Florida (the "Issuer"), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of TD Bank, N.A. or registered assigns (hereinafter, the "Owner"), the principal sum of $16,620,000, together with interest on the principal balance at the "Interest Rate" described below, calculated on a 30/360-day basis, however, that such Interest Rate shall in no event exceed the maximum interest rate permitted by applicable law, on the dates and in the amounts as hereinafter described with respect to this Tamarac, Florida Capital Improvement Refunding Revenue Note, Series 2017 (Taxable) (the "Series 2017 Note") in accordance with the terms hereof and in the hereinafter defined Resolution). "Interest Rate" means 3.64%, subject to adjustment in accordance with the terms hereof and in the Resolution. This Series 2017 Note shall have a final Maturity Date of October 1, 2027. Unless earlier prepaid, the principal amount of this Bond shall be paid in the following amounts on the following dates: Dates Amount 10/01/2021 $1,145,000 04/01/2022 1,166,000 10/01/2022 1,187,000 04/01/2023 1,208,000 10/01/2023 1,230,000 04/01/2024 1,253,000 10/01/2024 1,276,000 04/01/2025 1,299,000 10/01/2025 1,322,000 04/01/2026 1,346,000 10/01/2026 1,371,000 04/01/2027 1,396,000 10/01/2027 1,421,000 25233/015/01204129. DOCv9 1 Temp Reso. #12970 - , 2017 Page 17 Revision # - '2017 Interest shall be payable via auto debit to the Owner on each April 1 and October 1, commencing on October 1, 2017. Principal shall be payable as described above via auto debit to the Owner on each April 1 and October 1, commencing on October 1, 2021. If any payment due the Owner is more than fifteen (15) days overdue, a late charge of six percent (6%) of the overdue payment shall be assessed. Upon providing five (5) Business Days prior notice to the Owner, the Issuer may prepay this Series 2017 Note on any Business Day in whole or in part without a penalty. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day the payment due on such date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. All payments by the Issuer pursuant to this Series 2017 Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. THIS SERIES 2017 NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE OWNER OF THIS SERIES 2017 NOTE THAT SUCH OWNER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN OR USE OR APPLICATION OF AD VALOREM TAX REVENUES OF THE ISSUER FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS SERIES 2017 NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Series 2017 Note is issued pursuant to the Constitution of the State of Florida, Chapter 166, Part II, Florida Statutes, the municipal charter of the Issuer and a resolution duly adopted by the Issuer on June 28, 2017, as amended and supplemented from time to time (herein referred to as the 'Resolution"), and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution including, without limitation, remedies in the Event of Default, are by this reference thereto incorporated herein as a part of this Series 2017 Note. Payment of the Series 2017 Note is secured by a pledge of and lien upon the Pledged Revenues, in the manner and to the extent described in the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Series 2017 Note may be transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. 25233/015/01204129. DOCv9 Temp Reso. #12970 - 12017 Page 18 Revision # - '2017 If at any time this Series 2017 Note is outstanding and all of the unenhanced long-term ratings on any outstanding debt of the Issuer (each a 'Public Debt Rating") are withdrawn or suspended for credit -related reasons, or if no debt of the Issuer is rated at least either Baal, BBB+ or BBB+ (the "Minimum Underlying Ratings"), by either Moody's Investors Service, Inc., S&P Global Inc., or Fitch Ratings Ltd., respectively (or if any such rating agencies change their categories, the rating category that most closely approximates the Minimum Underlying Ratings), this Series 2017 Note shall bear interest at the Non -Investment Grade Adjusted Rate. For purposes of this Series 2017 Note, the term " Non -Investment Grade Adjusted Rate" shall mean the lesser of (i) 6% per annum in excess of the Prime Rate as quoted in the Wall Street Journal, or (ii) the maximum interest rate permitted by applicable law. If the Issuer no longer has any Public Debt Rating and the Financial Ratio (as defined below) (calculated as of September 30th of each year in that circumstance), is less than 1.50 times, this Series 2017 Note shall bear interest at the Non -Investment Grade Adjusted Rate from the date the Issuer provides the calculation required by the next succeeding sentence until the date the Issuer provides a calculation showing that the Financial Ratio for a succeeding Fiscal Year equals or exceeds 1.50 times. If the Issuer has no Public Debt Rating, the Issuer must calculate the Financial Ratio and provide such calculation to the Owner within 210 days of the end of the prior Fiscal Year. "Financial Ratio" means the total amount of Non -Ad Valorem Revenues for the prior Fiscal Year divided by the maximum annual debt service on this Series 2017 Note and any other Debt. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Series 2017 Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Series 2017 Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. [Remainder of page intentionally left blank] 1 E u 25233/015/01204129. DOCv9 Temp Reso. #12970 - , 2017 Page 19 Revision # - '2017 IN WITNESS WHEREOF, the City of Tamarac, Florida has caused this Series 2017 Note 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 impressed hereon, all as of this 15t day of August, 2017. CITY OF TAMARAC, FLORIDA (SEAL) ® F Tq By ES TA - Name: arry Dressler �L151-1�®: Title: M 0 1963 ' SEAL 0 i.NT�\;�`e`� Name: Michael C. Cernech Title: City Manager ATTESTED AND COUNTERSIGNED By: A (A �'01' �Jp Name: Patricia A. Teufel, CM Title: City Clerk APPROVED AS TO FORM By: Nam : amuel S. Goren Title: City Attorney 25233/015/01204129. DOCv9 Temp Reso. #12970 - 12017 Page 20 Revision # - 12017 EXHIBIT B FORM OF LENDER'S CERTIFICATE This is to certify that TD Bank, N.A. (the "Lender") has made a loan (the "Loan") to the City of Tamarac, Florida (the "Issuer"). The Loan is evidenced by the Issuer's $16,620,000 Capital Improvement Refunding Revenue Note, Series 2017 dated August 1, 2017 (the "Note"). The Lender acknowledges that the Note is being issued to evidence a private direct loan and not as part of publicly offered municipal securities. The Note shall not be rated or have a CUSIP number assigned. Any capitalized terms not otherwise defined herein shall have the meaning set forth in a resolution adopted by the City Commission of the Issuer on June 28, 2017 (the "Resolution"). We are aware that investment in the Loan involves various risks, that the Note is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the repayment of the Loan is secured solely from the sources described in the Resolution (the "Loan Security"). We have made such independent investigation of the Loan Security as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our lending decision, we have relied upon the accuracy of information which has been provided to us by the Issuer and the Financial Advisor. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of the Loan and can bear the economic risk of our Loan. The Lender has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the Issuer in connection with the Loan and no inference should be drawn that the Lender, in the acceptance of said Note, is relying on Note Counsel or Issuer's Counsel as to any such matters other than the legal opinions rendered by Note Counsel, Bryant Miller Olive P.A., and by Issuer's Counsel, Goren, Cherof, Doody & Ezrol, P.A. We acknowledge that we are making the Loan for our own account. We will not knowingly take any action to cause the Note to be characterized as a security issued by the Issuer. We understand that the Loan is evidenced by the Note and the Note is issued in a single denomination equal to the aggregate principal amount of the Loan and may not be transferred except in whole and will not be transferred to any kind of trust under any circumstances, and we further understand the Loan may not be transferred in denominations less than $100,000 even in whole. The Note may only be sold to a Permitted Lender in whole, in a denomination of not less than $100,000, with the Issuer's consent. "Permitted Lender" means bank, trust company, savings 25 23 3 / 015 / 01204129. D O C v9 Temp Reso. #12970 - 2017 1 Page 21 Revision # — '2017 institution, insurance company or qualified institutional buyer under Rule 144A promulgated under the Securities Act of 1933. We are not acting as a broker or other intermediary and are funding the Loan with our own capital and for our own account and not with a present view to a resale or other distribution to the public. We are a national bank. This Certificate is furnished by us as Lender based solely on our knowledge on the day hereof and is solely for the benefit of the Issuer. We disclaim any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to our attention. DATED this 1st day of August, 2017. TD BANK, N.A. By: Name: Delle Joseph Title: Senior Vice President 2523 3 / 015 / 01204129. D O Cv9 Temp Reso. #12970 - , 2017 Page 22 Revision # - '2017 EXHIBIT C FORM OF DISCLOSURE LETTER In response to the City's Request for Proposals dated April 3, 2017, the undersigned, as purchaser, proposes to negotiate with the City of Tamarac, Florida (the "Issuer") for the private purchase of its City of Tamarac, Florida Capital Improvement Refunding Revenue Note, Series 2017 (Taxable) (the "Series 2017 Note"), in the principal amount of $16,620,000. Prior to the award of the Series 2017 Note, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Bank") in connection with the issuance of the Series 2017 Note (such fees and expenses to be paid by the Issuer): $6,000 Bank's Counsel Greenspoon Marder Law 2. (a) No other fee, bonus or other compensation will be paid by the Bank in connection with the issuance of the Series 2017 Note to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Bank, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Bank, or to the knowledge of the Bank, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Series 2017 Note. 3. The amount of the underwriting spread expected to be realized by the Bank is $0. 4. The management fee to be charged by the Bank is $0. 5. Truth -in -Bonding Statement: The Series 2017 Note is being issued to refund the Refunded Note, as described in the Resolution hereafter defined. 25233/ 015/01204129.DOCv9 J Temp Reso. #12970 - , 2017 Page 23 Revision # - '2017 Unless earlier redeemed, the Series 2017 Note is expected to be repaid by October 1, 2027; at an interest rate of 3.64%, total interest paid over the life of the Series 2017 Note is estimated to be $4,411,789.20. The Series 2017 Note will be payable solely from a covenant to budget and appropriate from Non -Ad Valorem Revenues sufficient to make such payments, appropriated and deposited as described in a resolution of the Issuer adopted on June 28, 2017 (the 'Resolution"). See the Resolution for a definition of Non -Ad Valorem Revenues. Based on the above assumptions, issuance of the Series 2017 Note is estimated to result in a maximum of approximately $2,895,093.00 of revenues of the Issuer not being available to finance the services of the Issuer each year during the life of the Series 2017 Note. 6. The name and address of the Bank is as follows: TD Bank, N.A. 255 Alhambra Circle, 2nd Floor Coral Gables, Florida 33134 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Bank this 15t day of August, 2017. TD BANK, N.A. By: Name: Delle Joseph Title: Senior Vice President 25233/015/ 01204129.DOCv9