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HomeMy WebLinkAboutCity of Tamarac Resolution R-2016-0491 Temp Reso. #12781 - 2016 Page 1 Revision # — , 2016 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2016- rl A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AMENDING IN CERTAIN RESPECTS AND RESTATING IN ITS ENTIRETY RESOLUTION NO. R-2013- 109 ADOPTED ON OCTOBER 9, 2013 IN ORDER TO MODIFY CERTAIN BUSINESS TERMS IN THE LOAN, AND IN FURTHERANCE THEREOF, AUTHORIZING THE ISSUANCE OF ITS REPLACEMENT CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013 (TAXABLE), IN THE PRINCIPAL AMOUNT OF $16,620,000 IN EXCHANGE FOR ITS ORIGINAL CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013 (TAXABLE) WHICH WILL BE CANCELLED, WHICH ORIGINAL NOTE FINANCED AND/OR REFINANCED ALL OF THE OUTSTANDING CITY OF TAMARAC, FLORIDA TAXABLE REDEVELOPMENT REVENUE NOTE, SERIES 2011, THE COST OF ACQUISITION AND REDEVELOPMENT OF REAL PROPERTY WITHIN THE CITY WHICH WAS USED FOR COMMUNITY DEVELOPMENT OR REDEVELOPMENT PURPOSES, AND VARIOUS CAPITAL IMPROVEMENTS WITHIN THE CITY; PROVIDING FOR AN AUTOMATIC CONVERSION TO A TERM LOAN ON OCTOBER 1, 2017; PROVIDING FOR THE EXCHANGE OF THE ORIGINAL 2013 NOTE FOR THE REPLACEMENT 2013 NOTE; MAKING CERTAIN FINDINGS OF PUBLIC PURPOSE; PROVIDING THAT THE REPLACEMENT 2013 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 REPLACEMENT 2013 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: 25233/012/01112302. DOCv8 Temp Reso. #12781- 2016 Page 2 Revision # - , 2016 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. "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. "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 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" means the Fund established in Section 8 hereof. 25233/012/01112302. DOCv8 Temp Reso. #12781 - 2016 Page 3 Revision # - , 2016 "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. "Interest Rate" means, from time to time, the Pre -Conversion (Taxable) Variable Interest Rate, Post -Conversion (Taxable) Variable Interest Rate or Post -Conversion (Taxable) Fixed Interest Rate, whichever is applicable in accordance with the terms of this Resolution. Florida. "Issuer" means the City of Tamarac, Florida, a municipal corporation of the State of "LIBOR" means the London InterBank Offered Rate. "Maturity Date" means October 1, 2022. "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. "One Month Libor Rate" means a fluctuating rate of interest equal to the one month LIBOR which appears on the Bloomberg Reporting Service (or, if such source is not available, such alternate source as determined by the Owner on the immediately preceding Business Day), which cannot be less than 0%. 25233/012/01112302.DOCv8 Temp Reso. #12781- 2016 Page 4 Revision # - 2016 "Original 2013 Note" means the City of Tamarac, Florida Capital Improvement Revenue Note, Series 2013 (Taxable) in the principal amount not to exceed $20,000,000 which was issued as a line of credit on October 22, 2013. "Original Purchaser" means PNC Bank, National Association. "Original Resolution" means Resolution R-2013-109 duly adopted by the City Commission of the City of Tamarac, Florida adopted on October 9, 2013 which authorized the issuance of the Original 2013 Note. "Owner" or "Owners" means the Person or Persons in whose name or names Original 2013 Note was registered on the books of the Issuer and kept for that purpose in accordance with provisions of this Resolution and the Person or Persons in whose name or names Replacement 2013 Note will be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "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 Replacement 2013 Note. "Principal Office" means, with respect to the Original Purchaser, the office located at 420 S. Orange Avenue, Suite 300, Orlando, Florida 32801 or such other office as the Owner may designate to the Issuer in writing. "Project" means the acquisition and development or redevelopment of real property within the City of Tamarac, Florida, which was used for community development or redevelopment purposes, or any other capital improvements to public facilities owned by the Issuer. "Project Costs" means all costs that were authorized to be paid from the Project Fund pursuant to Section 10 hereof to the extent permitted under the laws of the State, including, specifically: (A) Costs incurred directly or indirectly for or in connection with a Project or a proposed or future Project or acquisition including, but not limited to, those for preliminary planning and studies, architectural, construction and/or project management or consulting services that are capitalizable, legal, financial, consulting, engineering and supervisory services, labor, services, materials, equipment, accounts receivable, acquisitions, land, rights -of -way, improvements and installation; 25233/012/01112302.DOCv8 Temp Reso. #12781- 12016 Page 5 Revision # - , 2016 (B) Premiums attributable to all insurance required to be taken out and maintained during the period of construction with respect to a Project to be acquired or constructed, the premium on each surety bond, if any, required with respect to work on such facilities, and taxes, assessments and other charges hereof that may become payable during the period of construction with respect to such a Project; (C) Costs incurred directly or indirectly in seeking to enforce any remedy against a contractor or subcontractor in respect of any default under a contract relating to a Project or costs incurred directly or indirectly in defending any claim by a contractor or subcontractor with respect to a Project; (D) Financial, legal, accounting, appraisals, title evidence and printing and engraving fees, charges and expenses, and all other such fees, charges and expenses incurred in connection with the authorization, sale, issuance and delivery of the Original 2013 Note; (E) Capitalized interest funded from proceeds of the Replacement 2013 Note, if any, for a reasonable period of time; (F) Any other incidental and necessary costs including without limitation any expenses, fees and charges relating to the acquisition, construction or installation of a Project, and the making of extraordinary repairs, renewals and replacements, decommissioning or retirement of any portion of the Project, including the cost of temporary employees of the Issuer retained to carry out duties in connection with the acquisition, construction or erection of a Project and costs related to transition of such Project into ownership by the Issuer; (G) Costs incurred directly or indirectly in placing any Project in operation in order that completion of such Project may occur; (H) Costs of acquiring any real property from a Person, including but not limited to the costs relating to any transaction related thereto; (I) Any other costs relating to Project authorized pursuant to a Supplemental Resolution of the Issuer and permitted under the laws of the State, subject to the prior written approval of Note Counsel; and (J) Reimbursements to the Issuer for any of the above items hereinbefore paid by or on behalf of the Issuer, to the extent deemed permissible by Note Counsel. It is intended that this definition be broadly construed to encompass all costs, expenses and liabilities of the Issuer related to the Project which on the date of the Original Resolution or thereafter was permitted to be funded with the proceeds of the Replacement 2013 Note 25233/012/01112302. DOCv8 Temp Reso. #12781- , 2016 Page 6 Revision # - , 2016 pursuant to the laws of the State. Notwithstanding anything else in this Resolution to the contrary, in the Event of Default, to the extent there are no other available funds held hereunder, use of the remaining funds in the Project Fund to pay principal and interest on the Replacement 2013 Note to which it was established shall constitute a 'Project Cost" hereunder. "Project Fund" means the Project Fund that was established with respect to the Original 2013 Note pursuant to Section 10 hereof. "Refunded Note" means the City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2011. "Refunded Project" means the acquisition and redevelopment of real property within the City of Tamarac, Florida, to be used for community redevelopment purposes and financed with proceeds of the Refunded Note. "Replacement 2013 Note" means the City of Tamarac, Florida Capital Improvement Revenue Note, Series 2013 (Taxable) in the principal amount of $16,620,000 which will amend and replace the Original 2013 Note in accordance with Section 4 of this Resolution. "Requisition" shall mean a written request for a disbursement from the authorized amount of the Original 2013 Note signed by the Director of Financial Services, substantially in the form attached hereto as Exhibit D and satisfactorily completed pursuant to the terms of such Original 2013 Note. "Resolution" means this Resolution which amends and restates in its entirety the Original Resolution, pursuant to which the Replacement 2013 Note is authorized to be issued, including any supplemental resolution(s). "State" means the State of Florida. Section 3: Findin s. (A) For the benefit of its inhabitants, the Issuer found, determined and declared in the Original Resolution that it was necessary for the continued preservation of the economic welfare, and the health, welfare and safety, of the Issuer and its inhabitants to finance and/or refinance the cost of acquisition and redevelopment of real property within the City of Tamarac, Florida, to be used for community development or redevelopment purposes, and various other capital improvements to public facilities owned by the Issuer. Issuance of the Original 2013 Note to refinance all of the outstanding principal amount of the Refunded Note, the proceeds of which were used to finance and/or refinance the Refunded Project and the Projects satisfied a paramount public purpose by fostering community development and increased economic activity in the Issuer by providing a more vibrant community in and for the Issuer and its 25233/012/01112302. DOCv8 Temp Reso. #12781- 2016 Page 7 Revision # - , 2016 inhabitants, and for preserving the continued health, welfare, and safety of the Issuer and its citizens. (B) Debt service on the Original 2013 Note was secured by the Pledged Revenues as provided herein, and the debt service on the Replacement 2013 Note will be secured by the Pledged Revenues as provided herein. (C) Debt service on the Replacement 2013 Note and all other payments hereunder shall be payable solely from 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 Replacement 2013 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 Replacement 2013 Note shall not constitute alien 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 Replacement 2013 Note and all other payment obligations hereunder. (E) In response to the Issuer's Request for Proposals ("RFP") dated August 9, 2013, the Issuer received an offer from the Original Purchaser to purchase the Original 2013 Note. The Financial Advisor, following a review of all bank responses to the RFP, had recommended that the proposal from the Original Purchaser was the best means by which to achieve the objectives described in Section 3(A) above. (F) The Original 2013 Note, in a principal amount not exceeding $20,000,000, was originally issued on October 22, 2013. (G) The Issuer desires to make various amendments to the Original Resolution and because of the nature of the proposed amendments and for the convenience of reference and use, it is necessary and desirable to amend and restate the Original Resolution in its entirety. Following receipt and review of a Term Sheet detailing the terms and conditions for the Replacement 2013 Note, the Financial Advisor recommends adoption of this Resolution. (H) The Original Purchaser is the Owner of one hundred percent (100%) of the principal amount currently outstanding of the Original 2013 Note and has agreed to such amendments which are effected by the adoption of this Resolution (such agreement to be evidenced by such Owner's acceptance of the hereinafter defined Replacement 2013 Note), and to the exchange of the Original 2013 Note for the Replacement 2013 Note. 25233/012/01112302.DOCv8 Temp Reso. #12781 - 12016 Page 8 Revision # — , 2016 (I) In consideration of the purchase and acceptance of the Replacement 2013 Note authorized to be issued hereunder 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 the Refinancing of the Refunded Note and the Project; Authorization of Exchange of Replacement 2013 Note or Original 2013 Note. Subject and pursuant to the provisions of the Original Resolution, an obligation of the Issuer to be known as the "City of Tamarac, Florida Capital Improvement Revenue Note, Series 2013 (Taxable)" (the "Original 2013 Note") was authorized to be issued under and secured by the Original Resolution, initially as a revolving line of credit, in the aggregate principal amount, taking into account any principal amounts previously repaid, of not to exceed $20,000,000 at any one time for the purpose of refinancing the Refunded Note, financing and/or refinancing the cost of the Projects, and paying the costs of issuing the Original 2013 Note. Upon the execution and delivery of the Original 2013 Note and simultaneous retirement of the Refunded Note, the Refunded Note was no longer outstanding and was cancelled and no further Advances or draws thereunder were permitted. The Project was also authorized. Subject and pursuant to the terms of this Resolution, an obligation of the Issuer to be known as the "City of Tamarac, Florida Capital Improvement Revenue Note, Series 2013 (Taxable)" (the "Replacement 2013 Note") is authorized to be issued under and secured by this Resolution in the aggregate principal amount of $16,620,000 for the purpose of replacing the Original 2013 Note through an exchange on or about June 9, 2016 (the "Exchange Date"). The Original 2013 Note shall thereby be cancelled by the Issuer on the Exchange Date. Transaction cost for such replacement and exchange shall be paid by the Issuer from other legally available moneys. Because of the characteristics of the Replacement 2013 Note, prevailing market conditions, and additional savings to be realized from an expeditious issuance of the Replacement 2013 Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to accept the Replacement 2013 Note in exchange for the Replacement 2013 Note through a private negotiated transaction. Prior to the issuance of the Replacement 2013 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 Replacement 2013 Note. The Replacement 2013 Note shall be dated the date of its execution and delivery which is the Exchange Date, which shall be a date agreed upon by the Issuer and the Original Purchaser, subject to the following terms: 25233/012/01112302. DOCv8 Temp Reso. #12781 - 2016 Page 9 Revision # - '2016 (A) Interest Rate Prior to Conversion. i. Until the automatic conversion on October 1, 2017, interest on the Replacement 2013 Note shall continue to accrue on the outstanding balance of the Replacement 2013 Note as if the exchange had not taken place (and taking into account any principal amounts previously repaid) at a variable interest rate equal to the One Month Libor Rate plus 1.10% per annum (the 'Pre -Conversion (Taxable) Variable Interest Rate"). The initial Pre -Conversion (Taxable) Variable Interest Rate will be established two (2) Business Days prior to the issuance of the Replacement 2013 Note. The Pre -Conversion (Taxable) Variable Interest Rate shall adjust on the first Business Day of every month thereafter, to the rate computed as of two (2) Business Days prior thereto, and remain fixed until the next monthly adjustment date (each, a "Monthly Adjustment Date") ii. The Replacement 2013 Note shall initially be in the principal amount of $16,620,000 taking into account any principal amounts previously repaid. Notwithstanding anything herein or in the Replacement 2013 Note to the contrary, the full amount of $16,620,000 has been drawn as of the date hereof under the Original 2013 Note and no further Advances or draws hereunder or under the Replacement 2013 Note shall be permitted. iii. Interest on the Replacement 2013 Note shall be paid semi-annually commencing October 1, 2016, and on each subsequent April 1 and October 1. Before conversion of the Replacement 2013 Note to the term loan mode on October 1, 2017, no principal on the Replacement 2013 Note shall be due, unless earlier prepaid. (B) Conversion to Term Loan Mode; Interest Rate Following Conversion. i. Effective on October 1, 2017, the Replacement 2013 Note shall automatically convert into a term loan in a principal amount equal to the principal amount of the Replacement 2013 Note outstanding on September 30, 2017. On September 1, 2017 (the "Election Date"), the Director of Financial Services shall notify the Owner of the Replacement 2013 Note in writing as to which interest rate method it wants to apply to the Replacement 2013 Note during the term loan mode effective October 1, 2017, and can choose either (i) or (ii): (i) the Post -Conversion (Taxable) Variable Interest Rate; or (ii) the Post -Conversion (Taxable) Fixed Interest Rate; provided, however, election of the Post -Conversion (Taxable) Fixed Interest Rate is subject to the written consent of the Owner of the Replacement 2013 Note, which consent may be based on the Issuer meeting conditions imposed by such Owner, including, without limitation, the Issuer being required to pay a penalty in the event of subsequent prepayment and/or to enter into an interest rate swap or similar agreement. 25233/012/01112302. DOCv8 Temp Reso. #12781- , 2016 Page 10 Revision # - '2016 ii. The 'Post -Conversion (Taxable) Variable Interest Rate" means a variable interest rate equal to One Month Libor Rate plus 1.10% per annum. The Post - Conversion (Taxable) Variable Interest Rate, if elected, will initially be established two (2) Business Days prior to October 1, 2017. The Post -Conversion (Taxable) Variable Interest Rate shall adjust on the first Business Day of every month thereafter, to the rate computed as of two (2) Business Days prior thereto, and remain fixed until the next Monthly Adjustment Date. iii. The 'Post -Conversion (Taxable) Fixed Interest Rate" means a fixed interest rate determined on the Election Date and which shall be determined by amendment to this Resolution in accordance with Section 13 in accordance with the process described in Section 5(B)i. hereof. iv. The principal of a term loan relating to the Replacement 2013 Note shall be payable annually on each October 1, commencing on October 1, 2018. Upon conversion to a term loan, the Owner of the Replacement 2013 Note shall provide an amortization schedule to the Issuer and the Financial Advisor that, with the approval of the Director of Financial Services, such approval not to be unreasonably withheld, shall provide substantially level annual debt service payments based on an assumed 5-year amortization and an agreed upon interest rate (which may be an assumed interest rate, taking into account an interest rate hedging program by the Issuer, in the case of a Post - Conversion (Taxable) Variable Interest Rate). Such amortization schedule shall be attached to the Replacement 2013 Note as Schedule B. (C) Principal and Interest Payment Dates. Interest on the Replacement 2013 Note shall be paid semi-annually on each April 1 and October 1, commencing October 1, 2016. All principal on the Replacement 2013 Note shall be paid in the manner and to the extent described in Section 5(B) above. (D) Prepayment of the Replacement 2013 Note. Upon at least five (5) Business Days prior written notice from the Issuer to the Owner, so long as the Replacement 2013 Note bears interest at the Pre -Conversion or Post -Conversion (Taxable) Variable Interest Rate, the Replacement 2013 Note shall be subject to prepayment on any Monthly Adjustment Date at the option of the Issuer in whole or in part at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, without penalty. Upon the written direction of the Owner, prepayment in part shall be applied first against accrued and unpaid interest and then against scheduled payments of principal installments hereunder as designated by the Owner in writing. (E) Form of the Replacement 2013 Note. The Replacement 2013 Note is to be in substantially the form set forth in Exhibit A attached hereto, together with such non -material 25233/012/01112302.DOCv8 Temp Reso. #12781- , 2016 Page 11 Revision # - , 2016 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 Replacement 2013 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 Replacement 2013 Note or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Replacement 2013 Note so signed and sealed has been actually issued and delivered, such Replacement 2013 Note may nevertheless be issued and delivered as herein provided and may be issued as if the person who signed or sealed such Replacement 2013 Note had not ceased to hold such office. The Replacement 2013 Note may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Replacement 2013 Note shall hold the proper office of the Issuer, although, at the date of such Replacement 2013 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 Replacement 2013 Note shall be actually sold and delivered. (F) Original Denomination. The Replacement 2013 Note shall originally be issued in a single denomination equal to the original principal amount authorized hereunder. (G) Interest Rates Generally. The Interest Rate shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. The Interest Rate shall in no event exceed the maximum interest rate permitted by the Act. Section 6: Registration and Exchange of the Replacement 2013 Note: Persons Treated as Owner. The Replacement 2013 Note is initially registered to the Original Purchaser. So long as the Replacement 2013 Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Replacement 2013 Note. The Replacement 2013 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 or securitization transactions with respect to the Replacement 2013 Note; provided, however, the Replacement 2013 Note must be in minimum denominations of $100,000 upon any such transaction. The Person in whose name the Replacement 2013 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 Replacement 2013 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 Replacement 2013 Note to the extent of the sum or sums so paid. 25233/012/01112302.DOCv8 Temp Reso. #12781- , 2016 Page 12 Revision # - , 2016 Section 7: Payment of Principal and Interest; Limited Obligation. The Issuer promises that it will promptly pay the principal of and interest on the Replacement 2013 Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Replacement 2013 Note is secured by a pledge of and lien upon the Pledged Revenues in the manner and to the extent described herein. The Replacement 2013 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 Replacement 2013 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 Replacement 2013 Note, or be entitled to payment of such Replacement 2013 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 Replacement 2013 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. 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 Replacement 2013 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 such 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 25233/012/01112302. DOCv8 Temp Reso. #12781 - 12016 Page 13 Revision # - , 2016 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 Replacement 2013 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 Replacement 2013 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. There was created and established the "City of Tamarac, Florida Capital Improvement Revenue Note Series 2013 (Taxable) Debt Service Fund," which fund is currently a trust fund held by the Director of Financial Services, which is and shall be held solely for the benefit of the Owner of the Replacement 2013 Note. The Debt Service Fund is and shall be deemed to be held in trust for the purposes provided herein for such Fund. The money in such Fund is and 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 Replacement 2013 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). 25233/012/01112302.DOCv8 Temp Reso. #12781 - 12016 Page 14 Revision # — ' 2016 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 Replacement 2013 Note is 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 Replacement 2013 Note, any other Debt and such proposed 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. (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 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 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. 25233/012/01112302.DOCv8 Temp Reso. #12781 - , 2016 Page 15 Revision # — , 2016 Section 10. Application of Proceeds of Original 2013 Note; Protect Fund and Requisition. (A) Application of Proceeds of the Original 2013 Note. All proceeds from the draws on the Original 2013 Note were used to refinance the Refunded Note, pay or refinance Project Costs, and to pay associated costs of issuance (including but not limited to legal and financial advisory fees and expenses) in accordance with the provisions in the next paragraph. (B) Establishment of the Project Fund. i. The Issuer established a fund with a depository in the State of Florida, which is a member of the Federal Deposit Insurance Corporation and which is eligible under the laws of the State of Florida to receive municipal funds, is known as the "City of Tamarac, Florida Taxable Capital Improvement Revenue Note, Series 2013 (Taxable) Project Fund" (the 'Project Fund"), and will continue to account for the proceeds in such Project Fund by earmarking the monies. The Project Fund 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 Project Fund as herein provided. The designation and establishment of the Project Fund 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 monies as herein provided. ii. Proceeds from all draws on the Replacement 2013 Note herein authorized shall be deposited, when drawn, into the Project Fund. Notwithstanding anything herein or in the Replacement 2013 Note to the contrary, the full amount of $16,620,000 has been drawn as of the date hereof under the Original 2013 Note and no further Advances or draws hereunder or under the Replacement 2013 Note shall be permitted. When the Refunded Note has been refinanced, the Projects have been completed and all Project Costs have been paid in full, all funds remaining in the Project Fund shall be used to prepay all or a portion of the Replacement 2013 Note pursuant to Section 5(D) hereof. All moneys deposited in said Project Fund shall be and constitute a trust fund created for the purposes stated, and there is hereby created a lien upon such fund in favor of the Owners of the Replacement 2013 Note until the moneys thereof shall have been applied in accordance with this Resolution. (C) Funds and Accounts Held in Trust. i. The funds and accounts created and established by this Resolution shall constitute trust funds for the purpose provided herein for such funds. There is hereby 25233/012/01112302. DOCv8 Temp Reso. #12781- , 2016 Page 16 Revision # - , 2016 created a lien upon such funds and accounts in favor of the Owners of the Replacement 2013 Note until the moneys thereof shall have been applied in accordance with this Resolution and all of such funds, except as hereinafter provided, shall be continuously secured in the same manner as municipal deposits of funds are required to be secured by the laws of the State of Florida. Moneys on deposit to the credit of all funds and accounts created hereunder may be invested pursuant to applicable law and the Issuer's investment policy and shall mature not later than the dates on which such moneys shall be needed to make payments in the manner herein provided. The securities so purchased as an investment of funds shall be deemed at all times to be a part of the account from which the said investment was withdrawn, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund or account, except as expressly provided in this Resolution, and any loss resulting from such investment shall likewise be charged to said fund or account. ii. Notwithstanding the foregoing, to the extent proceeds from the sale of the Replacement 2013 Note are so invested and no cash is remaining, the Project Fund shall then constitute all such investments and the above -described depository account shall not be established. iii. Notwithstanding anything herein to the contrary, the Issuer may invest amounts on deposit in the Project Fund in accordance with the Act and the Issuer's written investment policy. Section 11: Advances Under the Note. On or prior to the date hereof, the Replacement 2013 Note may be drawn upon in multiple drawings (each an "Advance") under the following terms: i. Each Advance must be requested by the Issuer (a "Requisition") in writing in the form attached hereto as Exhibit D, executed by the Director of Financial Services and delivered to the Owner. ii. An Advance may not be requested more often than once per month and no later than two (2) Business Days prior to such Advance. iii. Each Requisition must be a minimum principal amount of at least $100,000 or such smaller amount which will deplete all amounts available from the original $16,620,000 aggregate principal amount available to be outstanding at any one time hereunder; iv. Each Advance Request must state that the Issuer remains in full compliance with the terms of this Resolution, that no Event of Default thereunder 25233/012/01112302. DOCv8 Temp Reso. #12781 - , 2016 Page 17 Revision # - , 2016 currently exists and that no Event of Default thereunder would exist with the passage of time or the giving of notice; V. No Requisition shall be honored after the date hereof, or during the continuation of an Event of Default under the Resolution; vi. Each Advance must be for Project Costs. Notwithstanding anything herein or in the Replacement 2013 Note to the contrary, the full amount of $16,620,000 has been drawn as of the date hereof under the Original 2013 Note and no further Advances or draws hereunder or under the Replacement 2013 Note shall be permitted. Section 12: Applicable Provisions of Law; Waiver of lury 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 REPLACEMENT 2013 NOTE. Section 13: Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Replacement 2013 Note except with the written consent of all of the Owners of the Replacement 2013 Note. Section 14: Limitation oughts. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Replacement 2013 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 15: Replacement 2013 Note Mutilated, Destroyed, Stolen or Lost. In case the Replacement 2013 Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Replacement 2013 Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Replacement 2013 Note, or in lieu of and in substitution for the Replacement 2013 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 Replacement 2013 Note so surrendered shall be canceled. Section 16: Impairment of Contract. The Issuer covenants with the Owner of the Replacement 2013 Note that it will not, without the written consent of the Owner of the 25233/012/01112302.DOCv8 Temp Reso. #12781- 12016 Page 18 Revision # - , 2016 Replacement 2013 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 Replacement 2013 Note hereunder. Section 17: Budget, Financial and Other Information. i. The Issuer shall provide the Owner of the Replacement 2013 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 Replacement 2013 Note may reasonably request. ii. Not later than two hundred ten (210) days after the close of each Fiscal Year, the Issuer shall provide the Owner of the Replacement 2013 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. iii. 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. iv. Notwithstanding anything herein to the contrary, failure to comply with the covenants agreements in this Section 17 shall not constitute an Event of Default hereunder. Section 18: Indemnity. To the extent permitted by law and as set forth below, the Issuer shall defend, indemnify and hold harmless (collectively the indemnification) the Original Purchaser, each member, officer, commissioner, employee and agent of the Original Purchaser and each other person, if any, who has the power, directly or indirectly, to direct or cause the direction of the management and policies of the Original Purchaser, from and against, any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees), suits, claims and judgments of whatsoever kind and nature in any manner directly or indirectly (by way of the Issuer, its successors and assigns, or directly or indirectly through the agents, contractors, employees, licensees or otherwise of the Issuer or its successors and assigns) arising or resulting from, out of, or in connection with, this Resolution as a result of the breach or violation of any agreement, covenant, representation or warranty by the Issuer set forth in the this Resolution or any document delivered pursuant hereto or thereto or in connection herewith or therewith, but not including an action arising from the alleged invalidity of the Replacement 2013 Note, except to the extent that such invalidity is caused by an act or omission of the Issuer or is caused by the invalidity of this Resolution with respect to the Original Purchaser. In connection therewith, the Original Purchaser agrees to use counsel reasonably acceptable to the Issuer. The Original Purchaser shall give to the Issuer prompt notice of any such suits or claims. 25233/012/01112302. DOCv8 Temp Reso. #12781 - 2016 Page 19 Revision # - , 2016 This indemnification shall be construed to limit recovery by the indemnified party against the Issuer to only those damages that are found to result from the negligence of the Issuer, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents of the Issuer. This indemnification shall not be construed as a waiver of the Issuer's sovereign immunity and shall be limited to the extent described in Section 768.28, Florida Statutes. An action may not be instituted on an indemnification claim against the Issuer unless the claimant presents the claim in writing to the Issuer's Risk Manager within three (3) years after such claim accrues or the Issuer's Risk Manager denies the claim in writing. For purposes of this Section 18, the requirements of notice to the Issuer's Risk Manager or denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this Section 18, the value of this indemnification including attorneys' fees and costs associated therewith, is limited to the maximum sum of $200,000 as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of $300,000 for any claim or judgment or portions thereof, except with respect to an action arising from the invalidity of the Replacement 2013 Note to the extent such invalidity is caused by an act or omission of the Issuer or is caused by the invalidity of this Resolution with respect to the Issuer. The foregoing notwithstanding, nothing herein contained shall be construed and the Original Purchaser shall not have the right to compel the exercise of the taxing power of the Issuer in any form for the payment by the Issuer of its obligations, if any, hereunder. The provisions of this Section shall survive the termination of this Resolution. Section 19: 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 Replacement 2013 Note or any other debt of the Issuer secured by a covenant to budget and appropriate Non -Ad Valorem Revenues as the same becomes due and payable; (ii) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Replacement 2013 Note (other than set forth in (i) above and other than the covenants and agreements in Section 17 hereof) 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 which results in the acceleration of such indebtedness of the Issuer; (v) final judgment 25233/012/01112302.DOCv8 Temp Reso. #12781 - , 2016 Page 20 Revision # - , 2016 that one or more material provisions of this Resolution or the Replacement 2013 Note is invalid, illegal or unenforceable in any respect; or (vi) final judgment for the payment of money in the amount of $5,000,000 or more 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, the payment of which would materially adversely affect the Issuer's ability to meet its obligations hereunder (it being agreed that, if insurance or adequate reserves are available to make such payment, such judgment would not materially affect the Issuer's ability to meet its obligation hereunder) and at any time after ninety (90) 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. Upon the occurrence and during the continuation of any Event of Default, the Owner of the Replacement 2013 Note may, in addition to any other remedies set forth in this Resolution or the Replacement 2013 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 3.00% per annum. "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. In case of an Event of Default, upon written declaration of the Owner, the entire debt then remaining unpaid under the Replacement 2013 Note shall be immediately due and payable. The Issuer covenants and agrees to notify the Owner of any Event of Default it becomes aware of within ten (10) days of becoming aware of such Event of Default. Section 20: Severabilitu. 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. 25233/012/01112302. DOCv8 Temp Reso. #12781- 12016 Page 21 Revision # - , 2016 Section 21: Business Days. In any case where the due date of interest on or principal of a Replacement 2013 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 22: Applicable Provisions of Law. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida. Section 23: 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 24: 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. Section 25: City Commission Members of the Issuer Exempt from Personal Liability. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Replacement 2013 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, of the Issuer, 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 Replacement 2013 Note, on the part of the Issuer. Section 26: Authorizations; Budget Ad f ustments. (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 Replacement 2013 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 25233/012/01112302. DOCv8 Temp Reso. #12781- , 2016 Page 22 Revision # — , 2016 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 27: Intent to Reimburse. In the Original Resolution, the City Commission expressed its intention and was reimbursed from the proceeds of the Original 2013 Note for costs relating to the Project. The Issuer used funds on deposit in the City's General Fund or other appropriate fund or account to pay such costs. The Original Resolution is intended to constitute with respect to the Project a declaration of official intent for purposes of the Act. Section 28: Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 29: No Third Party Beneficiaries. Except such other persons as may be expressly described in this Resolution or in the Replacement 2013 Note, nothing in this Resolution or in the Replacement 2013 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 Replacement 2013 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. Section 30: Effective Date. This Resolution shall take effect immediately upon its adoption. [Remainder of page intentionally left blank] C 25233/012/01112302.DOCv8 Temp Reso. #12781 - 2016 1 L PASSED AND ADOPTED this 811, day of June, 2016. (SEAL) ,��,`,`�( O F •T A!1'1.9 .-Co. ESTABLISHED' 1963 SEAL 0 O' ATTEST: '�, OO U N V -� PATRICIA TEUFEL, CMC CITY CLERK I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM SAMUEL S. GOR CITY ATTORNEY Page 23 Revision # — '2016 CITY OF TAMARAC, FLORIDA By: 4. %a/ Harry Dressler Mayor RECORD OF COMMISSION VOTE: MAYOR DRESSLER T DIST 1: COMM. BUSHNELL DIST 2: COMM. GOMEZ DIST 3: VICE MAYOR GLASSER DIST 4: COMM. PLACKO 25233/012/01112302.DOCv8 Temp Reso. #12781 - 2016 Page 24 Revision # - '2016 EXHIBIT A [FORM OF REPLACEMENT 2013 NOTE] ANY OWNER SHALL, PRIOR TO BECOMING A REGISTERED OWNER, EXECUTE A LENDER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH REGISTERED OWNER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER. June 9, 2016 CITY OF TAMARAC, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2013 (TAXABLE) (REPLACEMENT OF ORIGINAL NOTE) 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 PNC Bank, National Association or registered assigns (hereinafter, the "Owner"), the principal amount outstanding hereunder (to be noted on Schedule A attached to this City of Tamarac, Florida Capital Improvement Revenue Note, Series 2013 (Taxable) (hereinafter, the "Series 2013 Note")) in accordance with the terms hereof and in the hereinafter defined Resolution), on the dates as hereinafter described, together with interest on the outstanding principal balance, taking into account any principal amounts previously repaid, at the Interest Rate defined herein, calculated on the basis of a 360-day year comprised of twelve 30-day months; provided, however, that such Interest Rate shall in no event exceed the maximum interest rate permitted by applicable law. Notwithstanding anything hereunder or in the Resolution to the contrary, no more than $16,620,000 may be outstanding hereunder at any one time. "Interest Rate" means the Pre -Conversion (Taxable) Variable Interest Rate, the Post - Conversion (Taxable) Variable Interest Rate or the Post -Conversion (Taxable) Fixed Interest Rate, whichever is applicable in accordance with the terms hereof and in the Resolution. This Series 2013 Note shall have a final Maturity Date of October 1, 2022, unless earlier prepaid. Until the automatic conversion on October 1, 2017, Interest Rate on this Series 2013 Note shall accrue on the outstanding balance of this Series 2013 Note (taking into account any principal amounts previously repaid) at a variable interest rate equal to the One Month Libor Rate plus 1.10% per annum(the 'Pre -Conversion (Taxable) Variable Interest Rate"). The initial Pre -Conversion (Taxable) Variable Interest Rate will be established two (2) Business Days prior 25233/012/01112302.DOCv8 Temp Reso. #12781 - , 2016 Page 25 Revision # - '2016 to the issuance of this Series 2013 Note. The Pre -Conversion (Taxable) Variable Interest Rate shall adjust on the first Business Day of every month thereafter, to the rate computed as of two (2) Business Days prior thereto, and remain fixed until the next monthly adjustment date. Interest shall be payable to the Owner on each April 1 and October 1, commencing on October 1, 2016. No principal payments on this Series 2013 Note are required while this Series 2013 Note bears interest at the Pre -Conversion (Taxable) Variable Interest Rate. Effective on October 1, 2017, this Series 2013 Note shall automatically convert into a term loan in a principal amount equal to the principal amount of this Series 2013 Note outstanding on September 30, 2017. On September 1, 2017 (the "Election Date"), the Director of Financial Services shall notify the Owner of this Series 2013 Note in writing as to which interest rate method it wants to apply to this Series 2013 Note during the term loan mode effective October 1, 2017, to be noted on Schedule B attached to this Series 2013 Note, and can choose either (i) or (ii): (i) the Post -Conversion (Taxable) Variable Interest Rate; or (H) the Post -Conversion (Taxable) Fixed Interest Rate; provided, however, election of the Post -Conversion (Taxable) Fixed Interest Rate is subject to the written consent of the Owner of this Series 2013 Note, which consent may be based on the Issuer meeting conditions imposed by such Owner, including, without limitation, the Issuer being required to pay a penalty in the event of subsequent prepayment and/or to enter into an interest rate swap or similar agreement. The 'Post -Conversion (Taxable) Variable Interest Rate" means a variable interest rate equal to One Month Libor Rate plus 1.10% per annum. The Post -Conversion (Taxable) Variable Interest Rate, if elected, will initially be established two (2) Business Days prior to October 1, 2017. The Post -Conversion (Taxable) Variable Interest Rate shall adjust on the first Business Day of every month thereafter, to the rate computed as of two (2) Business Days prior thereto, and remain fixed until the next monthly adjustment date. The 'Post -Conversion (Taxable) Fixed Interest Rate" means a fixed interest rate, determined on the Election Date and which shall be determined by amendment to the Resolution in accordance with Section 13 thereof in accordance with the process described in Section 5(B)i. thereof. The principal of a term loan relating to this Series 2013 Note shall be payable annually on each October 1, commencing on October 1, 2018. Upon conversion to a term loan, the Owner shall provide an amortization schedule to the Issuer and the Financial Advisor that, with the approval of the Director of Financial Services, such approval not to be unreasonably withheld, shall provide substantially level annual debt service payments based on an assumed 5-year amortization and an agreed upon assumed interest rate (which may be an assumed interest rate, taking into account an interest rate hedging program by the Issuer, in the case of a Post- 25233/012/01112302. DOCv8 Temp Reso. #12781- 12016 Page 26 Revision # - 12016 Conversion (Taxable) Variable Interest Rate). Such amortization schedule shall be attached to this Series 2013 Note as Schedule B. A final payment in the amount of the entire principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Maturity Date. Upon at least five (5) Business Days prior written notice from the Issuer to the Owner, so long as this Series 2013 Note bears interest at the Pre -Conversion or Post -Conversion (Taxable) Variable Interest Rate, this Series 2013 Note shall be subject to prepayment on any Monthly Adjustment Date (as defined in the Resolution) at the option of the Issuer in whole or in part at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, without penalty. Upon the written direction of the Owner, prepayment in part shall be applied first against accrued and unpaid interest and then against scheduled payments of principal installments hereunder as designated by the Owner in writing. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution) 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 2013 Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. THIS SERIES 2013 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 2013 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 2013 NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Series 2013 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 Resolution R-2013- 109 duly adopted by the Issuer on October 9, 2013, as amended and restated in its entirety by a resolution duly adopted by the Issuer on June 8, 2016 (collectively, 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 2013 Note. Payment of the Series 2013 Note is secured by a pledge of and lien upon the Pledged Revenues, in the manner and to 25233/012/01112302.DOCv8 E Temp Reso. #12781- 12016 Page 27 Revision # - , 2016 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. The Series 2013 Note shall initially be issued in an amount equal to $16,620,000 at any one time, taking into account any principal amounts previously repaid, which shall be subject to conversion to a term loan as described above, and the Issuer promises to pay the Owner interest on amounts outstanding from the date funds are drawn at the Interest Rate described above, but in no event shall it exceed the maximum interest rate permitted by applicable law. No principal payments on this Series 2013 Note are required while this Series 2013 Note bears interest at the Pre -Conversation (Taxable) Variable Interest Rate. The Issuer may make draws on this Series 2013 Note until and including the date that the Resolution was last adopted. Draws under this Series 2013 Note, unless an Event of Default, or event that with the giving of notice or the passage of time would constitute an Event of Default, then exists, may be made in the manner prescribed in the Resolution. Notwithstanding anything herein or in the Resolution to the contrary, the full amount of $16,620,000 has been drawn as of the date hereof and no further Advances or draws hereunder or thereunder shall be permitted. This Series 2013 Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. 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 2013 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 2013 Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. [Remainder of page intentionally left blank] 25233/012/01112302.DOCv8 Temp Reso. #12781 - 2016 Page 28 Revision # - 12016 IN WITNESS WHEREOF, the City of Tamarac, Florida has caused this Series 2013 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 911, day of June, 2016. (SEAL) TAMg9%,, �C,' 6: co 190 . �0` ATTESTED AND COUNTERSIGNED By. Name: Patricia A. Teufel, CMC Title: City Clerk CITY OF TAMARAC, FLORIDA By: _ Name: Harry Dressler Title: Mayor Title: City Manager APPROVED AS TO FORM By: )4ftl),tom,/ b 4 Name: Samuel S. Goren Title: City Attorney 25233/012/01112302.DOCv8 I C Temp Reso. #12781 - , 2016 Page 29 Revision # - , 2016 SCHEDULE A OUTSTANDING PRINCIPAL Issuer's Outstanding Date of Principal Initials Principal Principal Transaction Advance (not required) Repayments Balance 06/09/2016 $16,620,000 MCM $0 $16,620,000 $ $ $ $ $ $ $ $ $ $ $ $ —/�— $ $ $ ��— $ $ $ 25233/012/01112302. DOCv8 Temp Reso. #12781- 12016 Page 30 Revision # - 2016 SCHEDULE B (To be completed at time of conversion to term mode) PRINCIPAL AMORTIZATION SCHEDULE (To come) INTEREST RATE POST -CONVERSION [Post -Conversion (Taxable) Variable Interest Rate: [N/A or describe formula]] [Post -Conversion (Taxable) Fixed Interest Rate: [N/A or _%]] 25233/012/01112302. DOCv8 Temp Reso. #12781- ' 2016 Page 31 Revision # - '2016 EXHIBIT B FORM OF LENDER'S CERTIFICATE This is to certify that PNC Bank, National Association (the "Lender") has made a loan (the "Loan') to the City of Tamarac, Florida (the "Issuer"). The Loan is evidenced by the Issuer's Capital Improvement Revenue Note, Series 2013 dated June 9, 2016 (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, and that the Issuer will not make a filing with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access repository. Any capitalized terms not otherwise defined herein shall have the meaning set forth in Resolution R- 2013-109 duly adopted by the Issuer on October 9, 2013, as amended and restated in its entirety by a resolution duly adopted by the Issuer on June 8, 2016 (collectively, 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 acknowledge that the Financial Advisor is not acting as a placement agent. 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 25233/012/01112302.DOCv8 Temp Reso. #12781- , 2016 Page 32 Revision # — '2016 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 any bank, trust company, savings institution or insurance company that is engaged as a regular part of its business in making Loan and is authorized to do business in the State of Florida. 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 and may not be relied upon by, or published or communicated to, any other person without our express written consent. We disclaim any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to our attention. DATED this 9th day of June, 2016. PNC BANK, NATIONAL ASSOCIATION By: Name: Nick Ayotte Title: Vice President, Public Finance 25233/012/01112302. DOCv8 Temp Reso. #12781- 12016 Page 33 Revision # - , 2016 EXHIBIT C FORM OF DISCLOSURE LETTER Following a competitive selection process and in response to the City's Request for Proposals dated August 9, 2013, 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 Revenue Note, Series 2013 (Taxable) (the "Series 2013 Note"), in the principal amount of $16,620,000, taking into account any principal amounts previously repaid. Prior to the award of the Series 2013 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 2013 Note (such fees and expenses to be paid by the Issuer): $2,000 Bank's Counsel Akerman LLP 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Series 2013 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 2013 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 2013 Note is being issued primarily to finance and/or refinance the cost of acquisition and development or redevelopment of real property within the City to be used for 25233/012/01112302. DOCv8 Temp Reso. #12781- 12016 Page 34 Revision # - '2016 community development or redevelopment purposes, and various other capital improvements to public facilities owned by the City. Unless earlier redeemed and assuming all proceeds of the Series 2013 Note are drawn on the date hereof, the Series 2013 Note is expected to be repaid by October 1, 2022; at an assumed interest rate of %, assuming all proceeds are drawn on the delivery day of the Series 2013 Note and further assuming an amortization schedule beginning after the conversion date of October 1,2017 that approximates level annual debt service for 5-years (with no principal amortization assumed in the first four years), total interest paid over the life of the Series 2013 Note is estimated to be $ The Series 2013 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 Resolution R-2013-109 duly adopted by the Issuer on October 9, 2013, as amended and restated in its entirety by a resolution duly adopted by the Issuer on June 8, 2016 (collectively, the 'Resolution"). See the Resolution for a definition of Non -Ad Valorem Revenues. Based on the above assumptions, issuance of the Series 2013 Note is estimated to result in a maximum of approximately $ of revenues of the Issuer not being available to finance the services of the Issuer during the life of the Series 2013 Note. 6. The name and address of the Bank is as follows: PNC Bank, National Association 420 South Orange Avenue Suite 300 Orlando, Florida 32801 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Bank this 91h day of June, 2016. PNC BANK, NATIONAL ASSOCIATION By: Name: Nick Ayotte Title: Vice President, Public Finance C 25233/012/01112302. DOCv8 1 Temp Reso. #12781- 12016 Page 35 Revision # - , 2016 EXHIBIT D FORM OF REQUISITION City of Tamarac, Florida Capital Improvement Revenue Note, Series 2013 (Taxable) REQUISITION FOR PAYMENT Amount Requested: $ Total Disbursements to Date Taking into Account any Principal Amounts: $ Previously Repaid: $( ) TOTAL: $ 1. Unless otherwise noted, all capitalized terms herein shall have the meanings assigned to them in Resolution R-2013-109 duly adopted by the City of Tamarac, Florida adopted on October 9, 2013 relating to the above -referenced Note (the 'Resolution"). 2. The Issuer hereby certifies that proceeds from this Requisition have been or will be used for Project Costs and has not been the basis of any previous disbursement. 3. The Issuer hereby certifies that no Event of Default, or event that with the giving of notice or the passage of time would constitute an Event of Default, exists. [Remainder of page intentionally left blank] 25233/012/01112302. DOCv8 Temp Reso. #12781- , 2016 Page 36 Revision # - , 2016 4. Please wire the funds to [WIRE INSTRUCTIONS TO BE SUPPLIED]. This day of 20_. CITY OF TAMARAC, FLORIDA By: Title: Director of Financial Services APPROVED BY: PNC Bank, National Association, as Owner of the Series 2013 Note In Authorized Representative 1 1 25233/012/01112302.DOCv8