HomeMy WebLinkAboutCity of Tamarac Resolution R-2016-1101
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2016- //6°
A RESOLUTION SUPPLEMENTING A RESOLUTION
ADOPTED ON EVEN DATE HEREWITH AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $22,000,000 UTILITY SYSTEM
REFUNDING REVENUE BONDS, SERIES 2016A FOR THE
PURPOSE OF REFUNDING A PORTION OF THE
OUTSTANDING CITY OF TAMARAC, FLORIDA UTILITY
SYSTEM REFUNDING REVENUE BONDS, SERIES 2009 AND
FINANCING THE COST OF IMPROVEMENTS TO THE CITY'S
UTILITY SYSTEM, AND PAYING COSTS RELATED THERETO,
AND AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$5,000,000 UTILITY SYSTEM REFUNDING REVENUE BONDS,
SERIES 2016B (TAXABLE) FOR THE PURPOSE OF REFUNDING
A PORTION OF THE OUTSTANDING CITY OF TAMARAC,
FLORIDA UTILITY SYSTEM REFUNDING REVENUE BONDS,
SERIES 2009, AND PAYING COSTS RELATED THERETO,
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
CONTAINED HEREIN AND SUBJECT TO THE TERMS AND
CONDITIONS OF A BOND PURCHASE AGREEMENT;
APPROVING THE FORM OF THE BOND PURCHASE
AGREEMENT, PRELIMINARY OFFICIAL STATEMENT,
DISCLOSURE DISSEMINATION AGENT AGREEMENT AND
ESCROW DEPOSIT AGREEMENT; AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE
AGREEMENT, FINAL OFFICIAL STATEMENT, DISCLOSURE
DISSEMINATION AGENT AGREEMENT AND ESCROW
DEPOSIT AGREEMENT; APPOINTING A PAYING AGENT,
REGISTRAR AND ESCROW AGENT; DELEGATING TO THE
MAYOR AND CITY MANAGER TO AWARD THE SALE OF
THE BONDS TO THE UNDERWRITER NAMED HEREIN
PURSUANT TO A NEGOTIATED SALE AND SUBJECT TO THE
CONDITIONS AND TERMS SET FORTH HEREIN AND IN THE
BOND PURCHASE AGREEMENT; AUTHORIZING OTHER
REQUIRED ACTIONS; AND PROVIDING FOR SEVERABILITY
AND AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "City Commission") of the City of Tamarac,
Florida (the "Issuer") has, by resolution adopted on the date hereof (the "Master Resolution"
and, as supplemented hereby, the 'Resolution"), authorized the issuance of not to exceed
$22,000,000 City of Tamarac, Florida Utility System Refunding Revenue Bonds, Series 2016A
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(the "Series 2016A Bonds") and not to exceed $5,000,000 City of Tamarac, Florida Utility System
Refunding Revenue Bonds, Series 2016B (Taxable) (the "Series 2016B Bonds", and together with
the Series 2016A Bonds, the "Series 2016 Bonds"); and
WHEREAS, RBC Capital Markets LLC, on behalf of itself, Stifel, Nicholas& Company,
Inc., and Raymond James & Associates, Inc. (collectively, the "Underwriter") has indicated that
it is willing to enter into the hereinafter defined Bond Purchase Agreement with the Issuer
pursuant to which the Underwriter will agree to purchase the Series 2016 Bonds; and
WHEREAS, due to the present volatility of the market for public obligations such as the
Series 2016 Bonds, the need to access such market very quickly, the willingness of the
Underwriter to purchase the Series 2016 Bonds at interest rates favorable to the Issuer, and the
critical importance of timing of the sale of the Series 2016 Bonds, the Issuer has determined to
sell the Series 2016 Bonds through a negotiated sale to the Underwriter, and it is hereby
determined that it is in the best interest of the public and the Issuer to delegate to the Mayor
and the City Manager the authority to fix the final details of the Series 2016 Bonds, based upon
the advice of the Financial Advisor, and accept the offer of the Underwriter to purchase the
Series 2016 Bonds at a negotiated sale pursuant to the terms of a Bond Purchase Agreement, the
form of which is attached hereto as Exhibit A (the 'Bond Purchase Agreement"), if certain
conditions set forth in this resolution are satisfied; and
WHEREAS, prior to acceptance by the Issuer of the offer of the Underwriter to purchase
the Series 2016 Bonds, the Underwriter will provide the Issuer with all applicable disclosure
information required by Section 218.385, Florida Statutes, to be attached to, or otherwise
included as part of, the Bond Purchase Agreement; and
WHEREAS, the Series 2016A Bonds are being issued to (i) refund a portion of the
Refunded 2009 Bonds; (ii) finance cost of the 2016A Project; and (iii) pay the costs of issuance of
the Series 2016A Bonds; and
WHEREAS, the Series 2016B Bonds are being issued to (i) refund a portion of the
Refunded 2009 Bonds; and (h) pay the costs of issuance of the Series 2016B Bonds; and
WHEREAS, the Issuer has determined it to be in its best interests and to serve a public
purpose to provide in this resolution for the issuance of the Series 2016 Bonds for the purposes
heretofore described, and this resolution shall constitute a Supplemental Resolution for
purposes of the Master Resolution; and
WHEREAS, on parity with any Series 2009 Bonds not being refunded, the Series 2016
Bonds will be secured by a lien on the Pledged Revenues and, as of the date hereof, except as to
the Series 2009 Bonds, the Pledged Revenues are not pledged or encumbered in any manner,
and upon issuance of the Series 2016 Bonds, the lien of the holders of the Series 2016 Bonds and
any Series 2009 Bonds not being refunded will be the senior lien on the Pledged Revenues; and
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WHEREAS, in connection with the offering and sale of the Series 2016 Bonds, the Issuer
desires to approve the distribution of the Preliminary Official Statement, a form of which is
attached hereto as Exhibit C, and delegate to the Mayor, the City Manager or the Director of
Financial Services the authority to deem the Preliminary Official Statement "final" for purposes
of Rule 15c2-12 of the Securities and Exchange Commission (the 'Rule") and to execute and
deliver a final Official Statement with respect to the Series 2016 Bonds (the "Official Statement");
and
WHEREAS, the Issuer desires to appoint U.S. Bank National Association, as a paying
agent with respect to the Series 2016 Bonds and authorize the execution and delivery of a
Registrar and Paying Agent Agreement (the 'Registrar and Paying Agent Agreement"); and
WHEREAS, in connection with its continuing disclosure obligations under the Rule, the
Issuer desires to approve the form of, and authorize the execution and delivery of, a Disclosure
Dissemination Agent Agreement by and between the Issuer and Digital Assurance Certification,
LLC, as disclosure dissemination agent, a form of which is attached hereto as Exhibit D (the
"Disclosure Dissemination Agent Agreement"); and
WHEREAS, if the conditions in the Master Resolution do not become effective on the
date of the issuance of the Series 2016 Bonds, in accordance with the conditions described in
Section 40 of the Master Resolution, until all such conditions are met, for all purposes
hereunder, "Master Resolution" shall mean the Original Resolution, which means that any
amendments intended to be effected through the adoption of the Master Resolution and the
corresponding amendment and restatement of the Original Resolution shall not be effective
until such conditions are met; and
WHEREAS, "Original Resolution" means Resolution No. R-2009-96 adopted by the City
Commission on July 22, 2009, as amended and supplemented from time to time, and as
particularly supplemented by Resolution No. R-2009-98 adopted by the City Commission on
July 22, 2009;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA:
SECTION 1. Authority for this Resolution. This resolution is adopted pursuant to the
provisions of the Act.
SECTION 2. Definitions. All capitalized undefined terms shall have the meaning
ascribed thereto in the Master Resolution. In addition, the following terms, unless the context
otherwise requires, shall have the meanings specified in this Section. Words importing singular
number shall include plural number in each case and vice versa, and words importing persons
shall include firms and corporations.
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"Escrow Agent" means U.S. Bank National Association as the bank or trust company
which shall execute the Escrow Deposit Agreement with the Issuer simultaneous with the
issuance of the Series 2016 Bonds.
"Escrow Deposit Agreement" means that certain Escrow Deposit Agreement by and
between the Issuer and the Escrow Agent, for the purpose of providing for the payment of the
Refunded 2009 Bonds, which agreement shall be in substantially the form attached hereto as
Exhibit B.
"Underwriter" shall mean RBC Capital Markets LLC, on behalf of itself, Stifel, Nicholas&
Company, Inc., and Raymond James & Associates, Inc..
SECTION 3. Approval of Issuance of Series 2016 Bonds; Terms of Series 2016 Bonds;
Authorization to Refund the Refunded 2009 Bonds and Finance the Costs of the 2016A Project.
The Issuer hereby delegates to the Mayor and City Manager the authority to determine the final
terms of the Series 2016 Bonds, based upon the advice of the Financial Advisor, including (i) the
dated date, (ii) the principal amount and whether the Series 2016 Bonds shall be issued as Serial
Bonds and/or Term Bonds, (iii) the maturity dates and amounts, (iv) the interest rates, prices
and yields, (v) the optional redemption features, if any, (vi) the Amortization Installments and
other mandatory redemption features, if any, (vii) the sale date and the delivery date, (viii) all
other details of the Series 2016 Bonds, and to take such further action as shall be required for
carrying out the purposes of this resolution all with respect to the Series 2016 Bonds. All
covenants contained in the Master Resolution with respect to the Bonds shall be applicable to
the Series 2016 Bonds.
SECTION 4. Award of Sale of the Series 2016 Bonds; Execution of Bond Purchase
Agreement. Due to the indication by the Underwriter of its willingness to purchase the Series
2016 Bonds by negotiated sale at interest rates favorable to the Issuer, the present volatility of
the market for public obligations such as the Series 2016 Bonds and the critical importance of
timing of the sale of the Series 2016 Bonds, the Issuer hereby approves the negotiated sale of the
Series 2016 Bonds to the Underwriter and delegates to the Mayor and City Manager the
authority to accept the offer of the Underwriter to purchase the Series 2016 Bonds and to
execute and deliver, on behalf of the Issuer, the Bond Purchase Agreement, in the form attached
hereto as Exhibit A, which form is hereby approved; provided, however, that the Mayor and
City Manager shall not have the authority to execute and deliver the Bond Purchase Agreement,
unless the Mayor and City Manager shall have received from the Underwriter (i) all applicable
disclosure information required by Section 218.385, Florida Statutes, and (ii) such other
information as the Mayor and City Manager shall deem necessary, upon the advice of the
Financial Advisor, which demonstrates to the Mayor and City Manager that (A) the aggregate
principal amount of the Series 2016A Bonds is not in excess of $22,000,000 and the aggregate
principal amount of the Series 2016B Bonds is not in excess of $5,000,000, (B) the final maturity
of the Series 2016A Bonds shall not be later than October 1, 2046, and the final maturity of the
Series 2016B Bonds shall not be later than October 1, 2039, (C) the underwriting discount is not
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greater than 0.5% of the original principal amount of the Series 2016 Bonds, (D) the true interest
cost rate on the Series 2016 A Bonds is not greater than 4.50%, the true interest cost rate on the
Series 2016 B Bonds is not greater than 5.00%, and (E) the net present value debt service savings
relating to the refunding of the Refunded 2009 Bonds by the Series 2016A Bonds and the Series
2016B Bonds shall not be less than 3.00% of the par amount of the Refunded 2009 Bonds.
All actions of the Mayor and City Manager taken pursuant to the authority contained in
Sections 1 and 2 of this resolution shall be evidenced by the execution and delivery of the Bond
Purchase Agreement, which shall be filed with the City Clerk. The execution and delivery of
the Bond Purchase Agreement shall constitute complete evidence of the actions of the Mayor
and City Manager and shall constitute the action of the Issuer. Subject to satisfaction of the
conditions in this Section 2, the Mayor and City Manager is hereby authorized and directed to
execute and deliver, the City Clerk is hereby authorized to attest under seal, and the City
Attorney is hereby authorized to approve as to form, the Bond Purchase Agreement. The
execution and delivery thereof in the manner described in the preceding sentence shall
constitute complete approval of such Bond Purchase Agreement by the Issuer, including any
changes to the form attached hereto as Exhibit A, and shall be deemed to be a part of this
instrument as fully and to the same extent as if incorporated verbatim herein.
SECTION 5. Authorization of Series 2016 Bonds. Subject and pursuant to the
provisions hereof, obligations of the Issuer to be known as "Utility System Refunding Revenue
Bonds, Series 2016A" are authorized to be issued in the aggregate principal amount of not to
exceed $22,000,000, subject to the provisions hereof, obligations of the Issuer to be known as
"Utility System Refunding Revenue Bonds, Series 2016B (Taxable)" are authorized to be issued
in the aggregate principal amount of not to exceed $5,000,000, and subject to the provisions
hereof.
SECTION 6. Book Entry System. The Issuer has previously executed a blanket letter of
representation dated August 22, 1997 (the "Letter of Representation") with The Depository Trust
Company ("DTC"). It is intended that the Series 2016 Bonds be registered so as to participate in
a global book -entry system with DTC as set forth herein and in such Letter of Representation.
The Series 2016 Bonds shall be initially issued in the form of a single fully registered Series 2016
Bond for each subseries and maturity. Upon initial issuance, the ownership of such Series 2016
Bonds shall be registered by the Registrar and Paying Agent in the name of Cede & Co., as
nominee for DTC. With respect to Series 2016 Bonds registered by the Registrar and Paying
Agent in the name of Cede & Co., as nominee of DTC, the Issuer and the Registrar and Paying
Agent shall have no responsibility or obligation to any broker -dealer, bank or other financial
institution for which DTC holds Series 2016 Bonds from time to time as securities depositary
(each such broker -dealer, bank or other financial institution being referred to herein as a
"Depository Participant") or to any person on behalf of whom such a Depository Participant
holds an interest in the Series 2016 Bonds (each such person being herein referred to as an
"Indirect Participant"). Without limiting the immediately preceding sentence, the Issuer and the
Registrar and Paying Agent shall have no responsibility or obligation with respect to (a) the
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accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the
ownership interest in the Series 2016 Bonds, (b) the delivery to any Depository Participant or
any Indirect Participant or any other person, other than a registered owner of a Series 2016
Bond as shown in the bond register, of any notice with respect to the Series 2016 Bonds,
including any notice of redemption, if applicable, or (c) the payment to any Depository
Participant or Indirect Participant or any other person, other than a registered owner of a Series
2016 Bond as shown in the bond register, of any amount with respect to principal of, premium,
if any, or interest on, if applicable, the Series 2016 Bonds. No person other than a registered
owner of a Series 2016 Bond as shown in the bond register shall receive a Series 2016 Bond
certificate with respect to any Series 2016 Bond. Upon delivery by DTC to the Registrar and
Paying Agent of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions hereof with respect to the
payment of interest by the mailing of checks or drafts to the registered owners of Series 2016
Bonds appearing as registered owners in the registration books maintained by the Registrar and
Paying Agent at the close of business on a regular record date, the name "Cede & Co." in this
resolution shall refer to such new nominee of DTC.
In the event that (a) the Issuer determines that DTC is incapable of discharging its
responsibilities described herein and in the Letter of Representation, (b) the agreement among
the Issuer, the Registrar and Paying Agent and DTC evidenced by the Letter of Representation
shall be terminated for any reason or (c) the Issuer determines that it is in the best interests of
the beneficial owners of the Series 2016 Bonds that they be able to obtain certificated Series 2016
Bonds, the Issuer shall notify DTC of the availability through DTC of Series 2016 Bond
certificates and the Series 2016 Bonds shall no longer be restricted to being registered in the
bond register in the name of Cede & Co., as nominee of DTC, but only in accordance with the
Letter of Representation. At that time, the Issuer may determine that the Series 2016 Bonds
shall be registered in the name of and deposited with a successor depository operating a
universal book -entry system, as may be acceptable to the Issuer, or such depository's agent or
designee, and if the Issuer does not select such alternate universal book -entry system, then the
Series 2016 Bonds may be registered in whatever name or names registered owners of Series
2016 Bonds transferring or changing Series 2016 Bonds designate, in accordance with the
provisions hereof. Notwithstanding any other provision of the Resolution to the contrary, so
long as any Series 2016 Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on, if applicable, such
Series 2016 Bond and all notices with respect to such Series 2016 Bond shall be made and given,
respectively, in the manner provided in the Letter of Representation.
As long as any Series 2016 Bonds are outstanding in book -entry form, the provisions of
the Resolution inconsistent with such system of book -entry registration shall not be applicable
to such Series 2016 Bonds, and the Issuer covenants to cause adequate records to be kept with
respect to the ownership of any Series 2016 Bonds issued in book -entry form or the beneficial
ownership of Series 2016 Bonds issued in the name of a nominee.
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SECTION 7. Application of Series 2016 Bond Proceeds.
A. The proceeds, including any accrued interest received from the sale of the Series
2016A Bonds, shall be applied by the Issuer as follows:
1. Accrued interest, if any, shall be deposited in the Interest Account in the
Bond Service Fund, and shall be used only for the purpose of paying interest becoming
due on the Series 2016A Bonds.
2. To the extent not reimbursed therefor by the Underwriter of the Series
2016A Bonds, the Issuer shall pay all costs and expenses in connection with the
preparation, issuance and sale of the Series 2016A Bonds.
3. Subject to the execution and delivery of the Series 2016A Bonds to refund
a portion of the Refunded 2009 Bonds, a sum which, together with other legally
available funds of the Issuer, proceeds of the Series 2016B Bonds, and investment
earnings thereon, is equal to the principal of and interest and redemption premiums, if
any, on the Refunded 2009 Bonds when due in accordance with the schedules to be
attached to the Escrow Deposit Agreement to pay principal and interest on such
Refunded 2009 Bonds and to pay applicable call premiums and any costs with respect
thereto.
4. The remaining proceeds of the Series 2016A Bonds shall be deposited to
the Series 2016A Project Account and shall be used the pay Project Costs relating to the
2016A Project. The Issuer agrees and covenants to commence and proceed with due
diligence to complete the construction, erection and acquisition of the 2016A Project.
B. The proceeds, including any accrued interest received from the sale of any or all
of the Series 2016B Bonds, shall be applied by the Issuer as follows:
1. Accrued interest, if any, shall be deposited in the Interest Account in the
Bond Service Fund, and shall be used only for the purpose of paying interest becoming
due on the Series 2016B Bonds.
2. To the extent not reimbursed therefor by the Underwriter of the Series
2016B Bonds, the Issuer shall pay all costs and expenses in connection with the
preparation, issuance and sale of the Series 2016B Bonds.
3. Subject to the execution and delivery of the Series 2016B Bonds to refund
a portion of the Refunded 2009 Bonds, a sum which, together with other legally
available funds of the Issuer, proceeds of the Series 2016A Bonds, and investment
earnings thereon, is equal to the principal of and interest and redemption premiums, if
any, on the Refunded 2009 Bonds when due in accordance with the schedules to be
attached to the Escrow Deposit Agreement to pay principal and interest on such
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Refunded 2009 Bonds and to pay applicable call premiums and any costs with respect
thereto.
SECTION 8. Appointment of Escrow Agent; Execution of Escrow Deposit Agreement;
Redemption of Refunded 2009 Bonds; Transfer of Funds; Bidding Agent Services.
U.S. Bank National Association is hereby appointed to serve as Escrow Agent in
connection with the refunding of the Refunded 2009 Bonds.
The Issuer hereby approves the Escrow Deposit Agreement as set forth in the form
attached hereto as Exhibit B. The Escrow Deposit Agreement shall be executed in the name of
the Issuer by the Mayor and the City Manager, such signatures to be attested to by the City
Clerk, the official seal of the Issuer to be imprinted thereon, and shall be approved as to form by
the City Attorney, with such additional changes and insertions therein as are subsequently
approved, and such execution and delivery shall be conclusive evidence of the approval thereof
by such officers. The Issuer hereby also approves GNP Services, CPA, P.A. to serve as
verification agent in connection with the refunding of the Refunded 2009 Bonds.
The specific maturities (which could be all maturities) which constitute Refunded 2009
Bonds shall be specifically designated pursuant to the Escrow Deposit Agreement.
Subject to the execution and delivery of the Series 2016 Bonds to refund the Refunded
2009 Bonds, there is hereby authorized a deposit of proceeds of the Series 2016 Bonds which,
together with other legally available funds of the Issuer and investment earnings thereon, is
equal to the principal of and interest and redemption premiums, if any, the Refunded 2009
Bonds when due in accordance with the schedules to be attached to the Escrow Deposit
Agreement to pay principal and interest on the Refunded 2009 Bonds and to pay applicable call
premiums and any costs with respect thereto.
Subject to the execution and delivery of the Series 2016 Bonds for the purpose of
refunding the Refunded 2009 Bonds, the Issuer hereby irrevocably calls the callable Refunded
2009 Bonds for early redemption on October 1, 2019, or such other date as determined by the
Mayor and the City Manager in the Escrow Deposit Agreement, at a redemption price of 100%
of the principal amount of such callable Refunded 2009 Bonds to be redeemed, plus accrued
interest thereon to the redemption date. At least thirty (30) days prior to the date fixed for
redemption, the Issuer hereby directs TD Bank, National Association, in its capacity as Paying
Agent and Registrar for the Refunded 2009 Bonds (the "2009 Paying Agent"), to mail by first
class mail, postage prepaid a notice of the redemption of the callable Refunded 2009 Bonds to
each holder of Refunded 2009 Bonds to be redeemed at the address of such holder shown on the
registration books maintained by the 2009 Paying Agent or at such other address as shall be
furnished in writing by such holder to the 2009 Paying Agent in accordance with the
requirements of Section 14 of the Original Resolution in the form to be prepared by Bond
Counsel. Furthermore, upon issuance of the Series 2016 Bonds for the purposes of refunding
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the Refunded 2009 Bonds, the Issuer hereby directs the 2009 Paying Agent to mail a notice of
defeasance to each holder of the Refunded 2009 Bonds in the form to be prepared by Bond
Counsel.
On the date of issuance of the Series 2016 Bonds, the Issuer may transfer moneys on
deposit in the Principal Account and Interest Account created pursuant to the Original
Resolution which were being held for the benefit of the Refunded 2009 Bonds to the Escrow
Agent to be held on behalf of the Issuer and to be used pursuant to the terms of the Escrow
Deposit Agreement.
The Issuer hereby designates Larson Consulting Services, LLC and RBC Capital
Markets LLC for the sole purpose of causing the subscription for the State and Local
Government Securities (SLGS) and/or bidding Acquired Obligations, to be purchased and
deposited in the Advance Refundable Escrow Account and Non -Advance Refundable Escrow
Account (as such terms are defined in the Escrow Deposit Agreement) pursuant to the Escrow
Deposit Agreement, and if bidding is undertaken, to pay Larson Consulting Services, LLC and
RBC Capital Markets LLC the agreed upon bidding fees.
SECTION 9. 2016 Subaccount in the Reserve Fund. The Issuer hereby establishes a 2016
Subaccount in the Reserve Fund to initially secure the Series 2016 Bonds. The Issuer hereby
determines that the 2016 Subaccount in the Reserve Fund shall secure the Series 2016 Bonds and
that such 2016 Subaccount in the Reserve Fund will be funded at the Reserve Requirement
applicable to the Series 2016 Bonds as of the date of issuance of the Series 2016 Bonds.
"Reserve Requirement" with respect to the 2016 Subaccount in the Reserve Fund shall
equal zero dollars ($0).
SECTION 10. Approval of Distribution of Preliminary Official Statement and
Authorization of Final Official Statement. The preparation and distribution of the Preliminary
Official Statement relating to the Series 2016 Bonds, in the form attached hereto as Exhibit C, is
hereby approved and authorized. The Mayor, the City Manager or the Director of Financial
Services are hereby authorized to execute and deliver a certificate of the Issuer which deems
such Preliminary Official Statement "final' within the contemplation of the Rule. Such
Preliminary Official Statement is hereby authorized to be used and distributed in connection
with the sale and marketing of the Series 2016 Bonds. The distribution of the final Official
Statement relating to the Series 2016 Bonds is hereby authorized, and the execution of such
Official Statement by the Mayor, the City Manager and the Director of Financial Services is
hereby authorized, which execution and delivery shall constitute complete evidence of the
approval of such final Official Statement by the Issuer.
SECTION 11. Appointment of Registrar and Paying Agent; Authorization of Execution
and Delivery of Registrar and Paying Agent Agreement. U.S. Bank National Association is
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hereby appointed to serve as Registrar and Paying Agent with respect to the Series 2016 Bonds.
The Registrar and Paying Agent shall perform such duties as are more fully described in the
Resolution and an agreement to be entered into with the Issuer in connection with the Series 2016
Bonds.
The Registrar and Paying Agent shall fulfill such functions with respect to Registrar and
Paying Agent Agreement until a qualified successor shall have been designated by the Issuer and
accepts such duties, such designation to be subject to written notice to the Registrar and Paying
Agent, or until the Series 2016 Bonds have been paid in full pursuant to the Resolution.
The Registrar and Paying Agent Agreement shall be executed in the name of the Issuer
by the Mayor and the City Manager, such signatures to be attested to by the City Clerk, the
official seal of the Issuer to be imprinted thereon, and shall be approved as to form by the City
Attorney, with such additional changes and insertions therein as are subsequently approved,
and such execution and delivery shall be conclusive evidence of the approval thereof by such
officers.
SECTION 12. Continuing Disclosure. The Issuer hereby covenants and agrees that, in
order to assist the Underwriter in complying with the continuing disclosure requirements of the
Rule with respect to the Series 2016 Bonds, it will comply with and carry out all of the
provisions of the Disclosure Dissemination Agent Agreement to be executed by the Issuer prior
to the time the Issuer delivers the Series 2016 Bonds to the Underwriter, as may be amended
from time to time in accordance with the terms thereof. The form of the Disclosure
Dissemination Agent Agreement, attached hereto as Exhibit D is hereby approved and ratified,
all of the provisions of which, when executed and delivered by the Issuer as authorized herein
shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated
verbatim herein. Notwithstanding any other provision of the 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 Series 2016 Bondholders in the event that the Issuer fails to cure a
breach thereunder within a reasonable time after written notice from a 2016 Bondholder to the
Issuer that a breach exists. Any rights of the Series 2016 Bondholders to enforce the provisions
of this covenant shall be on behalf of all Series 2016 Bondholders and shall be limited to a right
to obtain specific performance of the Issuer's obligations thereunder.
The Disclosure Dissemination Agent Agreement shall be executed in the name of the
Issuer by the Mayor and City Manager, attested to by the City Clerk under seal, and shall be
approved as to form by the City Attorney, with such additional changes and insertions therein
as are subsequently approved, and such execution and delivery shall be conclusive evidence of
the approval thereof by such officers.
SECTION 13. Prior Resolutions. All prior resolutions of the Issuer inconsistent with the
provisions of the Resolution are hereby amended and supplemented to conform with the
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provisions herein contained and, except as may otherwise amended and supplemented hereby,
the Resolution shall remain in full force and effect.
SECTION 14. No Personal Liability. Neither the members of the City Commission nor
any person executing the Series 2016 Bond shall be personally liable therefor or be subject to any
personal liability or accountability by reason of the issuance thereof.
SECTION 15. General Authority. The Mayor, the City Manager, the Director of
Financial Services, the City Clerk, the City Attorney and any other proper officials of the Issuer
are hereby authorized to perform all acts and things required of them by this resolution, the
Master Resolution, the Escrow Deposit Agreement, the Series 2016 Bonds, or any other
agreement or contract relating to the Series 2016 Bonds, or that may otherwise be desirable or
consistent with accomplishing the full, punctual and complete performance of all the terms,
covenants and agreements contained in any of the foregoing and each member, employee,
attorney and officer of the Issuer is hereby authorized and directed to execute and deliver all
documents which shall be required by Bond Counsel to effectuate the sale of the Series 2016
Bonds to said Underwriter.
SECTION 16. Severability and Invalid Provisions. If any one or more of the covenants,
agreements or provisions herein contained shall be held contrary to any express provision of
law or contrary to the policy of express law, but 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 or provisions and shall in no way affect the validity of the other provisions hereof
or of the Series 2016 Bonds.
SECTION 17. Master Resolution to Continue in Force. The Master Resolution and all
the terms and provisions thereof, are and shall remain in full force and effect.
SECTION 18. Effective Date. This Resolution shall become effective upon such time as
its adoption.
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1
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PASSED AND ADOPTED the 11th day of October, 2016.
CITY OF TAMARAC, FLORIDA
1
1
HARRY DRESSLER, MAYOR
ATTEST:
PATRICIA TEUFEL, C
CITY CLERK
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER till
DIST 1: COMM. BUSHNELL G —'
DIST 2: COMM. GOMEZ
DIST 3: VICE MAYOR GLASSER- '
DIST 4: COMM. PLACKO ='
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
IA4A,41 �4� f0/4/4
SAM L S. GOREN
CITY ATTORNEY
fl
EXHIBIT A
Form of Bond Purchase Agreement
1
E
Temp. Reso. #12860
Page 13
Temp. Reso. #12860
Page 14
EXHIBIT B
Form of Escrow Deposit Agreement
1
1
1
EXHIBIT C
Form of Preliminary Official Statement
1
Temp. Reso. #12860
Page 15
Temp. Reso. #12860
Page 16
EXHIBIT D
Form of Disclosure Dissemination Agent Agreement
C