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HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-161Temp. Reso. #11.960 - November 15, 201.0 Page 1 Revision #3 - November 29, 2010 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2010- / w l A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AMENDING AND SUPPLEMENTING RESOLUTION NO. 98-156, AS REPLACED BY RESOLUTION NO.99-178 AS FURTHER AMENDED AND SUPPLEMENTED BY RESOLUTION NO.99-192, RESOLUTION NO. R-2002-125 AND RESOLUTION NO. R-2009-92, AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $11,000,000 SALES TAX REFUNDING REVENUE BOND, SERIES 2010 OF THE CITY OF TAMARAC, FLORIDA, TO REFUND CERTAIN INDEBTEDNESS DESCRIBED HEREIN AND TO PAY ASSOCIATED TRANSACTIONAL COSTS; ADDING BACKUP SECURITY IN THE FORM OF A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON -AD VALOREM REVENUES OF THE CITY; FIXING CERTAIN TERMS AND DETAILS OF SUCH BOND; AUTHORIZING THE PRIVATE NEGOTIATED SALE OF SUCH BOND TO BRANCH BANKING AND TRUST COMPANY PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT; SELECTING A PAYING AGENT, BOND REGISTRAR AND ESCROW AGENT; MAKING SUCH DETERMINATIONS AS ARE REQUIRED TO AFFORD SUCH BOND "BANK QUALIFIED" STATUS; AUTHORIZING OTHER REQUIRED ACTIONS; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. The City of Tamarac, Florida (the "City") is authorized to adopt this resolution (the "Resolution") under the authority granted by the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes, as amended, its municipal charter, and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless otherwise defined in the Bond Resolution, the following words and phrases shall have the following meanings: 125233/006/00484560.DOCv7) Temp. Reso. #11960 — November 15, 2010 Page 2 Revision #3 — November 29, 2010 "Authorized Denominations" means an amount equal to the principal amount of the Series 2010 Bond. "Bond Resolution" means Resolution No. 98-156 adopted by the City Commission on May 27, 1998, as amended and supplemented from time to time, and as particularly replaced by Resolution No. 99-178 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. 99-192 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. R-2002-125 adopted by the City Commission on May 8, 2002, as amended and supplemented by Resolution No. R-2009-92 adopted by the City Commission on July 8, 2009, and as amended and supplemented hereby. "City Attorney" means the City Attorney of the City, or any deputy or assistant City Attorney. "City Clerk" means the City Clerk of the City, or any deputy or assistant City Clerk. "City Manager" means the City Manager of the City, or any deputy or assistant City Manager. "Code" means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations, whether temporary, proposed or final, promulgated thereunder or applicable thereto. "Escrow Agent" means Regions Bank, Jacksonville, Florida as the bank or trust company which shall execute the Escrow Deposit Agreement with the City simultaneous with the issuance of the Series 2010 Bond. "Escrow Deposit Agreement" means that certain Escrow Deposit Agreement by and between the City and the Escrow Agent, for the purpose of providing for the payment of the Refunded Bonds, which agreement shall be in substantially the form attached hereto as Exhibit D. "Financial Advisor" means Larson Consulting Services, LLC, Orlando, Florida. "Maturity Date" means April 1, 2022, unless earlier redeemed. "Mayor" means the Mayor or Vice Mayor of the City. "Non -Ad Valorem Revenues" means all revenues of the City not derived from ad valorem taxation, and which are lawfully available to be used to pay debt service on the Series 2010 Bond. 1 1 1 125233/006/00484560.DOCv7] 1 Temp. Reso. #11960 - November 15, 2010 Page 3 Revision #3 - November 29, 2010 "Original Purchaser" means Branch Banking and Trust Company, the original purchaser of the Series 2010 Bond. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity. "Refunded Bonds" means all or a portion of the City's Sales Tax Revenue Bonds, Series 2002, to be determined by the Mayor and the City Manager in the Escrow Deposit Agreement. "Refunded Note" means a portion of the City's Taxable Redevelopment Revenue Note, Series 2008. "Series 2002 Bonds" means any of the City's Sales Tax Revenue Refunding Bonds, Series 2002 which are not being refunded with proceeds of the Series 2010 Bond. "Series 2009 Bond" means the City's Sales Tax Revenue Refunding Bond, Series 2009. SECTION 3. FINDINGS. It is hereby found and determined that: A. Pursuant to the Bond Resolution, the City authorized the issuance of "Additional Parity Bonds" from time to time. B. In furtherance thereof and pursuant to the Bond. Resolution, the City deems it to be in its best interest to issue its Sales Tax Refunding Revenue Bond, Series 2010 as "Additional Parity Bonds" in the aggregate principal amount of not to exceed $11,000,000 (the "Series 2010 Bond") in order to refund the Refunded Bonds to achieve present value debt service savings, and to refund the Refunded Note on a permanent, fixed rate basis. C. Following a request for proposals ("RFP") from the City dated October 22, 2010, the City has received an offer from the Original Purchaser to purchase the Series 2010 Bond. The Financial Advisor, following a review of all the bank responses to the RFP, has recommended that the proposal from the Original Purchaser is the best means by which to achieve these objectives. D. In consideration of the purchase and acceptance of the Series 2010 Bond by those who shall own the same from time to time, the Bond Resolution shall be deemed to be and shall constitute a contract between the City and such Series 2010 Bondholder. (25233/006/00484560.DOCv7l Temp. Reso. #11960 -- November 15, 2010 Page 4 Revision #3 — November 29, 2010 E. All of the provisions, covenants, pledges and conditions in the Bond Resolution shall be applicable to the Series 2010 Bond herein authorized and such Series 2010 Bond shall constitute a 'Bond" within the meaning of the Bond Resolution. F. The Bond Resolution provides that the Bond shall be dated, shall mature on such dates and in such amounts, shall bear such rates of interest, shall be payable in such places and shall be subject to such redemption provisions, among other matters, as shall be determined by resolution adopted by the City and it is now appropriate to determine by this Resolution such matters and the manner of finalizing such terms and details with respect to the Series 2010 Bond. G. The City deems it necessary, desirable and in the best interests of the City and its citizens to refund the Refunded. Bonds and the Refunded Note for the reasons heretofore stated. H. Issuance of the Series 2010 Bond to refund the Refunded Bonds and the Refunded Note satisfies a paramount public purpose and will provide for and promote general economic and social benefit to the City and its citizens. I. Except for the pledge thereof pursuant to the Bond Resolution to secure the Refunded Bonds, any Series 2002 Bonds, and the Series 2009 Bonds, the Sales Tax Revenues have not heretofore been pledged or encumbered in any manner. J. The estimated Pledged Revenues will be sufficient to pay the principal of and interest on any Series 2002 Bonds, the Series 2009 Bonds and the Series 2010 Bond (collectively, the 'Bonds"), as the same become due, and all other payments provided for in the Bond Resolution. K. The principal of and interest on the Bonds and all other payments provided for in the Bond Resolution will be payable solely from the Pledged Revenues, and the ad valorem taxing power of the City has not been pledged to pay the principal of and interest on the Bonds and, except as otherwise provided in the Bond Resolution, the Bonds shall not constitute a lien upon any property of the City. L. The City desires to amend the Bond Resolution to permit the City to establish separate subaccounts in the Debt Service Reserve Account each to be created to secure only one or more different Series of Bonds, and to permit the City to determine that a Series of Bonds will not be secured by the Debt Service Reserve Account or any subaccount therein. M. Pursuant to Section 4.1 of the Bond Resolution, the amendment of such definitions requires the consent in writing of 51% or more of the Bondholders which is )25233/006/00484560.DOCv7) Temp. Reso. #11960 -November 15, 2010 Page 5 Revision #3 - November 29, 2010 expected to occur upon the issuance of the Series 2010 Bond, at which time the amendment will become effective. N. The Series 2010 Bond will not be secured by the Debt Service Reserve Account, or any subaccount therein or any surety bonds held by the City. O. The City desires to make such determinations as are required to afford the Series 2010 Bond "bank qualified" status for purposes of Section 265(b)(3)(B) of the Code. P. The Series 2010 Bond and the interest thereon will be payable solely from and secured by a lien upon and pledge of the Pledged Revenues on parity with any Series 2002 Bonds, the Series 2009 Bond, and any Additional Parity Bonds thereafter issued. Debt service on the Series 2010 Bond, to the extent of any deficiencies, will be additionally secured by the City's covenant to budget and appropriate Non -Ad Valorem Revenues as provided herein. Q. The City shall never be required to maintain or continue any of the activities of the City which generate user service charges, regulatory fees or any other Non -Ad Valorem Revenues. SECTION 4. AUTHORIZATION OF THE SERIES 2010 BOND AND REFUNDING. There is hereby authorized to be issued a Bond designated as "City of Tamarac, Florida Sales Tax Refunding Revenue Bond, Series 2010" as an "Additional Parity Bond" authorized to be issued pursuant to the Bond Resolution for the purpose of refunding the Refunded Bonds and the Refunded Note and paying costs of issuing the Series 2010 Bond, in the aggregate principal amount of not to exceed $11,000,000. Because of the characteristics of the Series 2010 Bond, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Series 2010 Bond, it is in the best interest of the City to accept the offer of the Original Purchaser to purchase the Series 2010 Bond at a private negotiated sale, following the competitive selection process. Prior to the issuance of the Series 2010 Bond, the Issuer shall receive from the Original Purchaser a Purchaser'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 THE SERIES 2010.BOND. The Series 2010 Bond shall be issued as a Serial Bond with a final maturity of the Maturity Date, to be dated the date of the execution and delivery, which shall be a date agreed upon by the City and the Original Purchaser, and shall have such other terms and provisions, including a fixed interest rate (subject to adjustment) not exceeding the maximum interest rate permitted by the Act, principal and interest payment terms, and a redemption provision as stated herein and/or in the form of {25233/006/00484560.DOCv7} Temp. Reso. #11960 — November 15, 2010 Page 6 Revision #3 — November 29, 2010 the Series 2010 Bond attached hereto as Exhibit A. Interest on the Series 2010 Bond shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. The Series 2010 Bond will not be secured by the Debt Service Reserve Account or any subaccount therein. The Series 2010 Bond is to be in substantially the form set forth on Exhibit A attached hereto, together with such non -material changes as shall be approved by the Mayor and the City Manager, such approval to be conclusively evidenced by the execution thereof by the Mayor. The Series 2010 Bond shall be executed on behalf of the City with the manual or facsimile signature of the Mayor and the City Manager and a facsimile of the official seal of the City, such signatures to be attested by the City Clerk and approved as to form by the City Attorney. In case any one or more of the officers who shall have signed or sealed the Series 2010 Bond or whose facsimile signature shall appear thereon shall cease to be such officer of the City before the Series 2010 Bond so signed and sealed has been actually sold and delivered, the Series 2010 Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Series 2010 Bond had not ceased to hold such office. The Series 2010 Bond may be signed and sealed on behalf of the City by such person who at the actual time of the execution of such Series 2010 Bond shall hold the proper office of the City, although, at the date of such Series 2010 Bond, such person may not have held such office or may not have been so authorized. The City may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Series 2010 Bond shall be actually sold and delivered. SECTION 6. EXECUTION OF ESCROW DEPOSIT AGREEMENT; REDEMPTION OF REFUNDED BONDS. The City hereby approves the Escrow Deposit Agreement as set forth in the form attached hereto as Exhibit D. The Escrow Deposit Agreement shall be executed in the name of the City by the Mayor and the City Manager, such signatures to be attested to by the City Clerk, the official seal of the City 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 City hereby also authorizes the Director of Financial Services to engage such professionals as in his discretion are competent to provide a verification report with respect to the Refunded Bonds. Subject to the execution and delivery of the Series 2010 Bond to refund the Refunded Bonds, there is hereby authorized a deposit of proceeds of the Series 2010 Bond which, together with other legally available funds of the City and investment earnings thereon, if any, is equal to the principal of and interest and redemption premiums, if any, on the Refunded Bonds when due in accordance with the schedules to be attached to the Escrow Deposit Agreement to pay 125233/006/00484560.DOCv7} Temp. Reso. #11960 - November 15, 2010 Page 7 Revision #3 --- November 29, 2010 principal and interest on the Refunded Bonds and to pay applicable call premiums and any costs with respect thereto. Subject to the execution and delivery of the Series 2010 Bond for the purpose of refunding the Refunded Bonds, the City hereby irrevocably calls the callable Refunded Bonds for early redemption on April 1, 2012, 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 Bonds to be redeemed, plus accrued interest thereon to the redemption date. Not before issuance of the Series 2010 Bond and not less than thirty (30) days prior to such redemption date, the City hereby directs U.S. Bank National Association, in its capacity as Paying Agent and Bond Registrar for the Refunded Bonds (the "2002 Paying Agent"), to mail a notice of the redemption of the Refunded Bonds to each holder thereof in accordance with the requirements of Section 6 of Resolution No. R-2002-125 adopted by the City Commission on May 8, 2002 in the form to be prepared by Bond Counsel. Furthermore, upon issuance of the Series 2010 Bond for the purposes of refunding the Refunded Bonds, the City hereby directs the 2002 Paying Agent to mail a notice of defeasance to each holder of the Refunded Bonds in the form to be prepared by Bond Counsel. SECTION 7. REGISTRATION AND EXCHANGE OF THE SERIES 2010 BOND; PERSONS TREATED AS HOLDER. The Series 2010 Bond is initially registered to the Original Purchaser. So long as the Series 2010 Bond shall remain unpaid, the Bond Registrar will keep books for the registration and transfer of the Series 2010 Bond. The Series 2010 Bond shall be transferable only upon such registration books and not less than in Authorized Denominations. The Person in whose name a Series 2010 Bond shall be registered and be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on the Series 2010 Bond shall be made only to or upon the written order of the Holder. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2010 Bond to the extent of the sum or sums so paid. SECTION 8. REDEMPTION PROVISIONS. The Series 2010 Bond shall be subject to redemption in such amounts and at such times as set forth in the Series 2010 Bond attached hereto as Exhibit A. At least five (5) days before the redemption date, a notice of any such redemption, shall be mailed, first class mail, postage prepaid, to all registered owners of Series 2010 Bond to be redeemed at their addresses as they appear on the registration books. SECTION 9. APPOINTMENT OF BOND REGISTRAR AND PAYING AGENT. The City is hereby designated as the initial Paying Agent and Bond Registrar for the Series 2010 Bond. The City may appoint a successor Bond Registrar and Paying Agent so long as it provides written notice to the Owner of the Series 2010 Bond. {25233/006/00484560.DOCv71 Temp. Reso. #11960 - November 15, 201.0 Page 8 Revision #3 - November 29, 2010 SECTION 10. BACKUP COVENANT TO BUDGET AND APPROPRIATE. Subject to the next paragraph, as additional security for the Series 2010 Bond, and only to the extent Sales Tax Revenues are insufficient, the City covenants and agrees and has a positive and affirmative duty to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues, amounts sufficient to pay principal of and interest on the Series 2010 Bond not being paid from other amounts as the same shall become due. Such covenant and agreement on the part of the City to budget and appropriate 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 and actually paid. No lien upon or pledge of such budgeted Non -Ad Valorem Revenues shall be in effect until such monies are budgeted and appropriated as provided herein. The City further acknowledges and agrees that the obligations of the City to include the amount of such amendments in each of its annual budgets and to pay such amounts from Non -Ad Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth in the Bond Resolution. Until such monies are budgeted and appropriated 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 City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the holder of the Series 2010 Bond a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. 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 City hereunder shall be payable from the portion of Non -Ad Valorem Revenues budgeted and appropriated as provided for herein and nothing herein shall be deemed to pledge ad valorem tax power or ad valorem taxing revenues or to permit or constitute a mortgage or lien upon any assets owned by the City and no holder of the Series 2010 Bond nor any other person, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the City 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 City which generate user service charges, regulatory fees, or any other Non -Ad Valorem Revenues. The obligation of the City to budget, appropriate 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, the provisions of Section 166.241, Florida Statutes, and the funding requirements for essential governmental services of the City. Notwithstanding any provisions of this Resolution or the Series 2010 Bond to the contrary, the City shall never be obligated to maintain or continue any of the activities of the City which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues. Until such monies are budgeted t25233/006/00484560.DOCv7} Temp. Reso. #11960 - November 1.5, 2010 Page 9 Revision #3 - November 29, 2010 and appropriated as provided herein, neither this Resolution nor the obligations of the City hereunder shall be construed as a pledge of or a lien on all or any legally available Non -Ad Valorem Revenues of the City other than Sales Tax Revenues, but shall be payable solely as provided herein. SECTION 11. INTERESTED PARTIES. Nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to any person or entity, other than the City, the Bond Registrar, the Paying Agent, and the registered owners of the Series 2010 Bond, any right, remedy or claim under or by reason of the Bond Resolution or any covenants, condition or stipulation thereof, and all covenants, stipulations, promises and agreements in the Bond Resolution contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Bond Registrar, the Paying Agent, and the registered owners of the Series 2010 Bond. SECTION 12. EVENTS OF DEFAULT. The following events shall each constitute an event of default under the Bond Resolution and the Series 2010 Bond: A. failure to pay the principal of or interest on the Series 2010 Bond when due; B. the dissolution or liquidation of the City, or the filing by the City of a voluntary petition in bankruptcy, or the commission by the City of any act of bankruptcy, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of its creditors, or appointment of a receiver for the City, or the entry by the City into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or may hereafter be enacted; and C. the City shall default in the due and punctual performance of any of the other covenants, conditions, agreements and provisions contained in the Series 2010 Bond or the Bond Resolution on the part of the City to be performed, and such default shall continue for a period of thirty (30) days after written notice from the Paying Agent or any holder of Series 2010 Bond. Upon occurrence of an event in items A, B, or C above, the remedial rights of the Holder shall be as provided in the Bond Resolution. SECTION 13. FEDERAL INCOME TAX COVENANTS. A. The City covenants with the Holder of the Series 2010 Bond that it shall not use the proceeds of such Series 2010 Bond in any manner which would cause the interest on such Series 2010 Bond to be or become includable in the gross income of the Holder thereof for federal income tax purposes. (25233/006100484560.DDCv7) Temp. Reso. #11960 - November 15, 2010 Page 10 Revision #3 - November 29, 2010 B. The City covenants with the Holder of the Series 2010 Bond that neither the City nor any person under its control or direction will make any use of the proceeds of such Series 2010 Bond (or amounts deemed to be proceeds under the Code) in any manner which would cause such Series 2010 Bond to be an "arbitrage bond" within the meaning of Section 148 of the Code and neither the City nor any other person shall do any act or fail to do any act which would cause the interest on such Series 2010 Bond to become includable in the gross income of the Holders thereof for federal income tax purposes. C. The City hereby covenants with the Holders of each Series 2010 Bond that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Series 2010 Bond from the gross income of the Holder thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the U.S. Treasury pursuant to the Code. SECTION 14. AMENDMENT TO BOND RESOLUTION. Pursuant to Section 4.1 of the Bond Resolution, the following amendment is hereby adopted, but shall not become effective until the City receives the consent in writing of 51% or more of the Bondholders. The following paragraph is hereby added to the end of 3.4(C)(iii) of the Bond Resolution: Notwithstanding anything in this Resolution to the contrary, the City may establish separate subaccounts in the Debt Service Reserve Account each to be created to secure only one or more different Series of Bonds, or the City may determine that a Series of Bonds is not secured by the Debt Service Reserve Account or any subaccount therein. If the City establishes a separate subaccount to secure one or more Series of Bonds, "Reserve Requirement" in connection with such subaccount shall mean the lesser of (1) Maximum Annual Debt Service with respect to the Bonds secured thereby, (2)10% of the original principal amount of Bonds secured thereby, and (3) 125% of Average Annual Debt Service with respect to Bonds secured thereby. SECTION 15. BANK QUALIFIED STATUS. The City hereby designates the Series 2010. Bond as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)(B) Code. The City and any subordinate entities of the City and any issuer of "tax-exempt" debt that issues "on behalf of the City do not reasonably expect during the calendar year 2010 to issue more than $30,000,000 of "tax-exempt" obligations including the Series 2010 Bond, exclusive of any private activity bonds as defined in Section 141(a) of the Code (other than qualified 501(c)(3) bonds as defined in Section 145 of the Code). SECTION 16. PRIOR RESOLUTIONS. All prior resolutions of the City inconsistent with the provisions of the Bond Resolution are hereby amended and supplemented to conform with the provisions herein contained and, except as may otherwise amended and supplemented hereby, the Bond Resolution shall remain in full force and effect. { 25233/006/00484560. DOCv7} Temp. Reso. #11960 - November 15, 2010 1 Page 11 Revision #3 - November 29, 2010 SECTION 17. NO PERSONAL LIABILITY. Neither the members of the City Commission nor any person executing the Series 2010 Bond shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 18. GENERAL AUTHORITY. The Mayor, the City Manager, the City Attorney and any other proper officials of the City are hereby authorized to do all acts and things required of them by this Resolution, the Bond Resolution, the Escrow Deposit Agreement, the Series 2010 Bond, or any other agreement or contract relating to the Series 2010 Bond, 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 City is hereby authorized and directed to execute and deliver any and all papers and instruments, including without limitation tax returns, non -arbitrage certificates, and various other certificates, and to cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated thereby. SECTION 19. 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 2010 Bond. SECTION 20. BOND RESOLUTION TO CONTINUE IN FORCE. The Bond Resolution and all the terms and provisions thereof, are and shall remain in full force and effect. [Remainder of page intentionally left blank] 25233/006/00484560. DOC v7 } Temp. Reso. #11960 - November 15, 2010 Page 12 Revision #3 - November 29, 2010 SECTION 21. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED the 8th day of December, 2010. CITY OF TAMARAC, FLORIDA BETH TALABISCO MAYOR ATTEST: RECORD OF COMMISSION VOTE: MAYOR TALABISCO ' DIST 1: V/M BUSHNELL DIST 2: COMM. GOMEZ DIST 3: COMM. GLASSER_ (�C �- DIST 4: COMM. DRESSLER�- I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM. SAMUEL S. GOREN CITY ATTORNEY `25233/006/00454560.D0Cv7} Temp. Reso. #11960 — November 15, 2010 E Page 13 Revision #3 — November 29, 2010 EXHIBIT A FORM OF BOND Dated: ; 2010 $ Maturity Date: April 1, 2022 CITY OF TAMARAC, FLORIDA SALES TAX REFUNDING REVENUE BOND, SERIES 2010 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 BRANCH BANKING AND TRUST COMPANY or registered assigns (hereinafter, the "Owner"), the principal sum of $ in the manner described below, together with interest on the principal balance outstanding at the rate of per annum of 2.25% (subject to adjustment as described below, the "Interest Rate") calculated on the basis of a 360 day year consisting of twelve 30-day months. Principal of and interest on this Bond is payable in lawful money of the United States of America at such place as the Owners may designate to the Issuer in writing. Interest shall be payable in arrears semi-annually to the Owner on each April 1 and October 1, commencing on April 1, 2011. Principal on this Bond shall be payable on April 1 of the following years: Year Principal Payment 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 R. {25233/006/00484560.DQCv7) Temp. Reso. #11960 - November 15, 2010 Page 14 Revision #3 - November 29, 2010 As described above, the final installment of the entire unpaid principal balance, together with all accrued and unpaid interest hereon, is due and payable on the Maturity Date. This Bond is being issued for the primary purpose of refunding all or a portion of the Issuer's Sales Tax Revenue Bonds, Series 2002 and a portion of the Issuer's Taxable Redevelopment Revenue Note, Series 2008, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes, the municipal charter of the Issuer, and other applicable provisions of law (collectively, the "Act"), and Resolution No. 98-156 adopted by the City Commission on May 27, 1998, as amended and supplemented from time to time, and as particularly replaced by Resolution No. 99-178 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. 99- 192 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. R-2002-125 adopted by the City Commission on May 8, 2002, as amended and supplemented by Resolution No. R-2009-92 adopted by the City Commission on July 8, 2009, and as amended and supplemented by Resolution No. R-2010- adopted by the City Commission on , 2010 (collectively, the "Resolution"), and is subject to the terms and conditions of the Resolution. All capitalized undefined terms shall have the meaning ascribed thereto in the Resolution. This Bond and the interest thereon are payable solely from and secured by a lien upon and a pledge of the Pledged Revenues on parity with any of the Issuer's Sales Tax Revenue Refunding Bonds, Series 2002 which are not being refunded with proceeds of this Bond, the Issuer's Sales Tax Revenue Refunding Bond, Series 2009 and any Additional Parity Bonds hereafter issued. In addition, this Bond is secured by a covenant to budget and appropriate Non -Ad Valorem Revenues of the Issuer, as provided for in the Resolution. The Issuer is not obligated to pay this Bond or the interest hereon except from the sources described in the Resolution, and the full faith and credit of the Issuer is not pledged for the payment of this Bond and this Bond does not constitute an indebtedness of the Issuer within the meaning of any constitutional, statutory, or other provisions or limitation; and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, or taxation in any form of any real or personal property therein, for the payment of the principal of and interest on this Bond, or the making of any other sinking fund and other payments provided for in the Resolution. It is further agreed between the Issuer and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute alien upon any property of or in the Issuer, but shall constitute a lien only on the Pledged Revenues pledged thereto, all in the manner provided in the Resolution. 1 {25233/006/00484560.DOCv7) Temp. Reso. #11960 — November 15, 2010 Page 15 Revision #3 — November 29, 2010 This Bond shall be subject to redemption on any interest payment date at the option of the Issuer in whole but not in part at a price equal to 101% of the principal amount thereof to be redeemed, plus accrued interest to the date fixed for redemption. If for any reason it shall be determined that any portion of this Bond is not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code, then the Interest Rate on this Bond shall be increased to such rate as shall provide the Owner of this Bond with the same after-tax yield on this Bond. If any interest on this Bond becomes includable in the gross income of the Owner for Federal income tax purposes (a "Determination of Taxability") or because of the enactment of any amendments to existing law, the effect of which would adversely affect the Owner's after- tax yield with respect to this Bond, then the Owner shall have the right to adjust the Interest Rate in order to maintain the same after-tax yield as if such event had not occurred. This adjustment shall survive payment of this Bond until such time as the federal statute of limitations under which the interest on this Bond could be declared taxable under the Code shall have expired. For so long as this Bond is owned by the Owner, the Interest Rate set forth above assumes a Maximum Corporate Tax rate of 35%. In the event of a change in the Maximum Corporate Tax rate, so long as this Bond is owned by the Owner, or its successors and assigns, the Owner shall have the right to adjust such Interest Rate in order to maintain the same after- tax yield. "Determination of Taxability" shall mean the circumstance of interest paid or payable on this Bond becoming includable for federal income tax purposes in the gross income of the Owner as a consequence of any act, omission or event whatsoever and regardless of whether the same was within or beyond the control of the Issuer. A Determination of Taxability will be deemed to have occurred upon (i) the receipt by the Issuer or the Owner of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other official letter or correspondence from the Internal Revenue Service which holds that any interest payable on this Bond is includable in the gross income of the Owner; (ii) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on this Bond is includable in the gross income of the Owner, or (iii) receipt by the Issuer or the Owner of an opinion of a Bond Counsel that any interest on this Bond has become includable in the gross income of the Owner for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on this Bond is deemed includable in the gross income of the Owner. "Maximum Corporate Tax Rate" shall mean the highest marginal United States federal income tax rate applicable to the taxable income of corporations without regard to any increase 125233/006/00484560.DOCv7l Temp. Reso. #11960 - November 15, 2010 Page 16 Revision #3 - November 29, 2010 in tax designed to normalize the rate for all income at the highest marginal tax rate, which as of the date hereof is 35%. BY ACCEPTANCE HEREOF, THE OWNER OF THIS BOND IS CONCLUSIVELY DEEMED TO HAVE CONSENTED TO AND APPROVED THE PROVISIONS IN THE BOND RESOLUTION, INCLUDING THE AMENDMENTS DESCRIBED IN SECTION 14 OF RESOLUTION NO. R-2009-92 AND SECTION 14 OF RESOLUTION NO. R-2010 AND THE OWNER OF THIS BOND SHALL HAVE NO RIGHT TO OBJECT TO SUCH AMENDMENTS. SUCH AMENDMENTS WILL BECOME EFFECTIVE AFTER RECEIVING THE REQUISITE CONSENT OF THE HOLDERS OF 51% OR MORE OF THE OUTSTANDING BONDS ISSUED PURSUANT TO THE RESOLUTION. REFERENCE IS MADE TO THE RESOLUTION FOR A DESCRIPTION OF SUCH AMENDMENTS. Additional Parity Bonds may be issued by the Issuer from time to time upon the conditions and within the limitations and in the manner provided in the Resolution. The original registered owner, and each successive registered owner of this Bond shall be further conclusively deemed to have agreed and consented to the following terms and conditions: a. The Bond Registrar shall keep books for the registration of this Bond and for the registration of transfers of this Bond as provided in the Resolution. This Bond shall be transferable by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Bond Registrar and only upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue in the name of the transferee a new Bond. b. The Issuer, the Paying Agent and the Bond Registrar may deem and treat the Person in whose name any Bond shall be registered upon the books kept by the Bond Registrar as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Paying Agent, nor the Bond Registrar shall be affected by any notice to the contrary. C. At the option of the registered owner thereof and upon surrender hereto at the principal trust office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney and upon payment by such registered owner of any charges which the Bond Registrar or the Issuer (25233/006/00484560.DOCv7) Temp. Reso. #11960 — November 15, 2010 Page 17 Revision #3 — November 29, 2010 may make as provided in the Resolution, this Bond may be exchanged for Bonds of the same Series and maturity of any other Authorized Denominations. d. In all cases in which the privilege of exchanging this Bond or transferring this Bond is exercised, the Issuer shall execute and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Bonds, but the Issuer or the Bond Registrar may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the Issuer nor the Bond Registrar shall be required (i) to transfer or exchange Bonds for a period of 15 days next preceding an interest payment date on such Bonds or next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (ii) to transfer or exchange any Bonds called for redemption. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the Series of Bonds of which this Bond is one, is in full compliance with all constitutional, statutory or charter limitations or provisions. [Remainder of page intentionally left blank] {25233/006/00484560. DOCv7) Temp. Reso. #11960 -- November 1.5, 2010 Page 18 Revision #3 — November 29, 2010 IN WITNESS WHEREOF, the City of Tamarac, Florida has caused this Bond to be executed in its name by the manual signature of its Mayor and City Manager, attested by the manual signature of its City Clerk, and approved as to form by the manual signrl�' of its City Attorney, and its seal to be impressed hereon, all as of this day of 2010. (SEAL) ATTESTED: CITY OF TAMARAC, FLORIDA By: Name: Beth Talabisco Title: Mayor By: Name: Jeffrey L. Miller Title: City Manager APPROVED AS TO FORM: By: By: 'L�a_ Z�-' I Name: Peter M. J. Richardson, CRM, CMC Name: Samuel S. Goren Title: City Clerk Title: City Attorney FORM OF CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution. CITY OF TAMARAC, FLORIDA, as Bond Registrar Date of Authentication: 2010 By: Name: Mark C. Mason, CPA Title: Director of Financial Services 1 {25233/006/00484560.DOCv7) Temp. Reso. #11960 - November 15, 2010. L 1 Page 19 Revision #3 - November 29, 2010 ASSIGNMENT AND TRANSFER FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name and address of transferee) the written bond and rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within bond on the books kept for registration thereof with full power of substitution in the premises. Dated: In the presence of: (25233/006/00484560. DOCv7} Temp. Reso. #11960 - November 15, 2010 Page 20 Revision #3 - November 29, 2010 EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that Branch Banking and Trust Company (the "Purchaser") has not required the City of Tamarac, Florida (the "Issuer") to deliver any offering document and 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 issuance of the $ City of Tamarac, Florida Sales Tax Refunding Revenue Bond, Series 2010, dated , 2010 (the "Bond"), and no inference should be drawn that the Purchaser, in the acceptance of the Bond, is relying on Bond Counsel or Issuer's Counsel as to any such matters other than the legal opinion rendered by Bond Counsel, Bryant Miller Olive P.A. and by Issuer's Counsel, Goren, Cherof, Doody & Ezrol, P.A. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 98-156 adopted by the City Commission on May 27, 1998, as supplemented and amended from time to time, and as particularly replaced by Resolution No. 99-178 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. 99-192 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. R-2002-125 adopted by the City Commission on May 8, 2002, as amended and supplemented by Resolution No. R-2009-92 adopted by the City Commission on July 8, 2009, and as amended and supplemented by Resolution No. R-2010-- adopted by the City Commission on 2010 (collectively, the "Resolution"). We are aware that investment in the Bond involves various risks, that the Bond is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the payment of the Bond is secured solely from the sources described in the Resolution (the "Bond Security"). We have made such independent investigation of the Bond Security as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our investment decision, we have relied upon the accuracy of information which has been provided to us by the Issuer. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our investment in the Bond and can bear the economic risk of our investment in the Bond. We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor Issuer's Counsel shall have any obligation to effect any such registration or qualification. {25233/006/00484560.DOCv7} E 1 Temp. Reso. #11960 - November 15, 2010 Page 21 Revision #3 - November 29, 2010 We are not acting as a broker or other intermediary, and are purchasing the Bond as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Bond may not be transferred in a denomination less than an Authorized Denomination in any circumstances. We are a "state banking corporation" under the laws of the State of North Carolina. We are not purchasing the Bond for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. DATED this of _ , 2010. BRANCH BANKING AND TRUST COMPANY By: Name: Michael C. Smith Title: Assistant Vice President (25233/006/00484560.DOCd7) Temp. Reso. #11960 - November 15, 2010 Page 22 Revision #3 - November 29, 2010 EXHIBIT C FORM OF DISCLOSURE LETTER 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 Sales Tax Refunding Revenue Bond, Series 2010 (the 'Bond") in the principal amount of $ . Prior to the award of the Bond, 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 "Purchaser") in connection with the issuance of the Bond (such fees and expenses to be paid by the Issuer): Greenberg Traurig, P.A. Purchaser Counsel Fees -- $3,500 Credit Review Fee -- $2,500 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Purchaser in connection with the issuance of the Bond to any person not regularly employed or retained by the Purchaser (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Purchaser, as set forth in paragraph (1) above. (b) No person has entered into an understanding with the Purchaser, or to the knowledge of the Purchaser, 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 Purchaser or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bond. 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 Bond is being issued primarily to refund the Refunded Bonds and the Refunded Note, as described in the Resolution hereafter defined, and to pay costs related thereto. Unless earlier redeemed, the Bond is expected to be repaid by April 1, 2022. At an interest rate of 2.25%, total interest paid over the life of the Bond is estimated to be {25233/006/00484560.DOCv7) E Temp. Reso. #1.1960 - November 15, 2010 Page 23 Revision #3 - November 29, 2010 The Bond will be payable from Pledged Revenues sufficient to make such payments, appropriated and deposited as described in Resolution No. 98-156 adopted by the City Commission on May 27, 1998, as amended and supplemented from time to time, and as particularly replaced by Resolution No. 99-178 adopted by the City Commission on July 1.4, 1999, as amended and supplemented by Resolution No. 99-192 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. R-2002-125 adopted by the City Commission on May 8, 2002, as amended and supplemented by Resolution No. R-2009-92 adopted by the City Commission on July 8, 2009, and as amended and supplemented by Resolution No. R-2010- adopted by the City Commission on . 2010 (collectively, the "Resolution"). In addition, the Bond will be payable from a covenant to budget and appropriate from Non -Ad Valorem Revenues as described in the Resolution. See the Resolution for a definition of Pledged Revenues. Based on the above assumptions, issuance of the Bond is estimated to result in an annual average of approximately $ of revenues of the Issuer not being available to finance the services of the Issuer during the life of the Bond. 6. The name and address of the Purchaser is as follows: Branch Banking and Trust Company 5130 Parkway Plaza Boulevard, Building #9 Charlotte, North Carolina 28217 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Purchaser this day of 2010. BRANCH BANKING AND TRUST COMPANY By: Name: Michael C. Smith Title: Assistant Vice President {25233/006/00484560.DOCv7) Temp. Reso. #11960 - November 15, 2010 Page 24 Revision #3 - November 29, 2010 EXHIBIT D FORM OF ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of 2010, by and between the CITY OF TAMARAC, FLORIDA (the "Issuer"), and REGIONS BANK, a banking corporation organized and existing under the laws of the State of Alabama and qualified to exercise trust powers under the laws of the State of Florida, with a designated corporate trust office in Jacksonville, Florida, as Escrow Agent, and its successors and assigns (the "Escrow Agent"); WITNESSETH: WHEREAS, the Issuer previously issued its Sales Tax Revenue Bonds, Series 2002; and WHEREAS, the Issuer now desires to refund the 2002 Bonds which mature on and after April 1, 2013 (the "Refunded Bonds"); and WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the Issuer's obligations relating to the Refunded Bonds; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Agent agree as follows: SECTION 1. Definitions. As used herein, the following terms mean: (a) "Agreement" means this Escrow Deposit Agreement. (b) "Bond" means the $ City of Tamarac, Florida Sales Tax Refunding Revenue Bond, Series 2010, issued under the Bond Resolution. (c) "Bond Counsel" means Bryant Miller Olive P.A., or any other law firm nationally -recognized in the area of public finance. (d) "Bond Resolution" shall mean Resolution No. 98-156 adopted by the City Commission on May 27, 1998, as amended and supplemented from time to time, and as particularly replaced by Resolution No. 99-178 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. 99-192 adopted by the City Commission on July 14, 1999, as amended and supplemented by Resolution No. R-2002-125 adopted by the City Commission on May 8, 2002, as amended and supplemented by Resolution No. R-2009-92 adopted by the City Commission on July 8, 2009, and as amended and {25233/006/00484560.DOCv7) Temp. Reso. #11960 — November 15, 2010 Page 25 Revision #3 — November 29, 2010 supplemented by Resolution No. R-2010- adopted by the City Commission on 2010. (e) "Escrow Account" means the account hereby created and entitled Escrow Account established and held by the Escrow Agent pursuant to this Agreement in which cash and investments will be held for payment of the principal, interest, and redemption premium, if any, on the Refunded Bonds. (f) "Federal Securities" shall mean securities of the type which are described in clause (ii) of the definition of "Permitted Investments" in Section 1.1 of the Bond Resolution. (g) 'Issuer" means the City of Tamarac, Florida, and its successors and assigns. (h) "Refunded Bonds" has the meaning ascribed above. (i) "Total Debt Service for the Refunded Bonds" means the sum of the principal of, redemption premium, if any, and interest remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached hereto assuming the callable Refunded Bonds are called for early redemption on April 1, 2012. SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the Escrow Agent for deposit into the Escrow Account, in immediately available funds, which funds the Escrow Agent acknowledges receipt of, to be held in irrevocable escrow by the Escrow Agent separate and apart from other funds of the Escrow Agent and applied solely as provided in this Agreement. An amount equal to $ of such funds are being derived from proceeds of the Bond. An amount equal to $ of such funds are being derived from the Principal Account and Interest Account (as such terms are defined in the Bond Resolution). The Issuer represents that the Federal Securities, the interest to be earned thereon, and the cash deposited to the Escrow Account (i) are at least equal to the Total Debt Service for the Refunded Bonds as of the date of such deposit, and (ii) are sufficient to pay principal, interest and. redemption premium on the Refunded Bonds as they become due and payable in accordance with Schedule A attached hereto. SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of the sum described in Section 2 and agrees: (a) to hold the funds and investments purchased pursuant to this Agreement in irrevocable escrow during the term of this Agreement for the sole benefit of the holders of the Refunded Bonds; (b) to immediately invest $ of such funds derived from the proceeds of the Bond and other legally available funds of the Issuer in the Federal Securities set forth on 125233/006/00484560.DOCv71 Temp. Reso. #11960 - November 15, 2010 Page 26 Revision #3 - November 29, 2010 Schedule C attached hereto and to hold such securities and $ of such funds in cash in accordance with the terms of this Agreement; (c) in the event the securities described on Schedule C cannot be purchased, substitute securities may be purchased with the consent of the Issuer but only upon receipt of verification from an independent certified public accountant that the Federal Securities, the interest to be earned thereon, and the cash deposited in the Escrow Account will not be less than the Total Debt Service for the Refunded Bonds, and only upon receipt of an opinion of Bond Counsel that such securities constitute Federal Securities for purposes of this Agreement; and (d) there will be no investment or reinvestment of funds except as set forth in this Section 3 and except as set forth in Section 5. SECTION 4. Payment of Bond and Expenses. (a) Refunded Bonds. On the dates and in the amounts set forth on Schedule A, the Escrow Agent shall transfer to U.S. Bank National Association, the Paying Agent for the Refunded Bonds (the "Paying Agent"), in immediately available funds solely from amounts available in the Escrow Account, a sum sufficient to pay the principal of, interest on and redemption premium, if applicable, on the Refunded Bonds, as shown on Schedule A. (b) Expenses. The Issuer shall pay the fees and expenses of the Escrow Agent as set forth on Schedule B attached hereto. (c) Surplus. After making the payments from the Escrow Account described in Subsections 4(a) and (b) above, the Escrow Agent shall retain in the Escrow Account any remaining cash in the Escrow Account in excess of the Total Debt Service for the Refunded Bonds until the termination of this Agreement pursuant to the terms of Section 13 hereof, and shall then pay any remaining funds to the Issuer. (d) Priority of Payments. The holders of the Refunded Bonds shall have an express first priority security interest in the funds and Federal Securities in the Escrow Account until such funds and Federal Securities are used and applied as provided in this Agreement. SECTION 5. Reinvestment. (a) Except as provided in Section 3 and in this Section 5, the Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the Federal Securities held hereunder. 1 r---7 (25233/006/00484560.DOCv7l Temp. Reso. #11960 -- November 15, 2010 Page 27 Revision #3 - November 29, 2010 (b) At the written request of the Issuer and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer or otherwise dispose of any of the Federal Securities acquired hereunder and shall substitute other Federal Securities and reinvest any excess receipts in Federal Securities. The Issuer will not request the Escrow Agent to exercise any of the powers described in the preceding sentence in any manner which will cause interest on the Bond to be included in the gross income of the holders thereof for purposes of Federal income taxation. The transactions may be effected only if (i) an independent certified public accountant selected by the Issuer shall certify or opine in writing to the Issuer and the Escrow Agent that Federal Securities, interest to be earned thereon, and cash remaining on hand after the transactions are completed will, assuming no reinvestment or any earnings, be not less than the Total Debt Service for the Refunded Bonds, and that reinvestment in such Federal Securities will not postpone the anticipated transfer of moneys from the Escrow Account to the Paying Agent pursuant to Section 4(a) hereof, and (ii) the Escrow Agent shall receive an opinion from a nationally recognized bond counsel acceptable to the Issuer to the effect that the transactions, in and by themselves, will not cause interest on such Bond or the Refunded Bonds to be included in the gross income of the holders thereof for purposes of Federal income taxation and such substitution is in compliance with this Agreement. Subsection 4(c) above notwithstanding, cash in excess of the Total Debt Service for the Refunded Bonds caused by substitution of Federal Securities shall, as soon as practical, be paid to the Issuer. Notwithstanding any provision of this Agreement to the contrary, no forward purchase agreement relating to the future reinvestment of cash held hereunder shall be executed unless the following condition is met: to the extent either Moody's Investors Service, Inc., Fitch Ratings, and/or Standard & Poor's Ratings Services have an outstanding rating on the Refunded Bonds, at least one of such rating agencies must give written confirmation that it will not lower or withdraw the rating as a result of the Issuer's execution of such forward purchase agreement. In the event of any inconsistency between the terms and conditions of such forward purchase agreement and this Agreement, the terms and conditions of this Agreement shall control. SECTION 6. Redemption or Acceleration of Maturity. The Issuer will not accelerate the maturity of, or exercise any option to redeem before maturity, any Refunded Bonds, except as set forth on Schedule A attached hereto. SECTION 7. Indemnity. To the extent permitted by law and without waiving sovereign immunity, the Issuer hereby assumes liability for, and hereby agrees to indemnify, protect, save and keep harmless, the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Account established hereunder, the acceptance of the funds and securities {25233/006/00484560.DOCv7) Temp. Reso. #11960 -- November 15, 2010 Page 28 Revision #3 — November 29, 2010 deposited therein, the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof and any payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. The Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Total Debt Service for the Refunded Bonds. Furthermore, the Escrow Agent shall not be liable for the accuracy of the calculation as to the sufficiency of moneys and the principal amount of Federal Securities and the earnings thereon to pay the Total Debt Service for the Refunded Bonds. SECTION 8. Responsibilities of Escrow Agent. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the acceptance of the funds deposited therein, the purchase of the Federal Securities, the retention of the Federal Securities or the proceeds thereof or for any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non -negligent or non - willful act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be responsible for its negligent or willful failure to comply with its duties required hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties and obligations of the Escrow Agent may be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the Issuer, at the Issuer's expense, and in reliance upon the opinion of such counsel, shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer. SECTION 9. ResigLiation of Escrow A ent. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the Issuer, any rating agency then providing a rating on either the Refunded Bonds or the Bond, and the Paying Agent for the Refunded Bonds not less than sixty (60) days before such resignation shall take effect. Such resignation shall not take effect until the appointment of a new Escrow Agent hereunder. SECTION 10. Removal of Escrow Agent. (a) The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty-one percent (51%) in {25233/006/00484560.DOCv7) Temp. Reso. #11960 - November 15, 2010 Page 29 Revision #3 - November 29, 2010 aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the Issuer, and notice in writing given by such holders to the original purchaser or purchasers of the Bond and published by the Issuer once in a newspaper of general circulation in the territorial limits of the Issuer, and in a daily newspaper or financial journal of general circulation in the City of New York, New York, not less than sixty (60) days before such removal is to take effect as stated in said instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent. (b) The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any court of competent jurisdiction upon the application of the Issuer or the holders of not less than five percent (5%) in aggregate principal amount of the Bond then outstanding, or the holders of not less than .five percent (5%) in aggregate principal amount of the Refunded Bonds then outstanding. (c) The Escrow Agent may not be removed until a successor Escrow Agent has been appointed in the manner set forth herein. SECTION 11. Successor Escrow Agent. (a) If, at any time hereafter, the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the Issuer shall immediately appoint an Escrow Agent to fill such vacancy and, upon such appointment, all assets held hereunder shall be transferred to such successor. The Issuer shall either (i) publish notice of any such appointment made by it once in each week for four (4) successive weeks in a newspaper of general circulation published in the territorial limits of the Issuer and in a daily newspaper or financial journal of general circulation in the City of New York, New York, or (ii) mail a notice of any such appointment made by it to the holders of the Refunded Bonds within thirty (30) days after such appointment. (b) At any time within one year after such vacancy shall have occurred, the holders of a majority in principal amount of the Bond then outstanding or a majority in principal amount of. the Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed by either group of such Bondholders and filed with the governing body of the Issuer, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent theretofore appointed by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the Issuer, to the predecessor Escrow Agent and to the Escrow Agent so appointed by such Bondholders. In the case of conflicting appointments made by such. {25233/006/00484560.DOCv7} Temp. Reso. #11960 — November 15, 2010 Page 30 Revision #3 — November 29, 2010 Bondholders under this paragraph, the first effective appointment made during the one year period shall govern. (c) If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any retiring Escrow Agent, may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. (d) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor Escrow Agent hereunder and vested with all the trust, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any parties hereto, anything herein to the contrary notwithstanding, provided such successor shall have reported total capital and surplus in excess of $15,000,000, provided that such successor Escrow Agent assumes in writing all the trust, duties and responsibilities of the Escrow Agent hereunder. SECTION 12. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it has agreed to accept compensation under the Agreement pursuant to the terms of Schedule B attached hereto for services to be performed by the Escrow Agent pursuant to this Agreement. The Escrow Agent shall not be compensated from amounts on deposit in the Escrow Account, and the Escrow Agent shall have no lien or claim against funds in the Escrow Account for payment of obligations due it under this Section. SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Bonds have been paid and discharged in accordance with the proceedings authorizing the Refunded Bonds, except as provided in Section 8. SECTION 14. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, notice of such event shall be sent to the municipal bond insurer(s) for the Refunded Bonds, if any, as well as Moody's Investors Service, Inc., Fitch Ratings and Standard & Poor's Ratings Services (but only to the extent such agencies have a rating outstanding on any of the Refunded Bonds), and while such covenant or agreements herein contained shall be null and void, they shall in no way affect the validity of the remaining provisions of this Agreement. 125233/006/00494560.DOCv7l L Temp. Reso. #11960 - November 15, 2010 Page 31 Revision #3 - November 29, 2010 SECTION 15. Amendments to this Agreement. This Agreement is made for the benefit of the Issuer and the holders from time to time of the Refunded Bonds and the Bond and it shall not be repealed, revoked, altered or amended in whole or in part without the written consent of all holders of Refunded Bonds, the Escrow Agent and the Issuer; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant to, or confer upon, the Escrow Agent, for the benefit of the holders of the Bond and the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall, at its option, be entitled to request, at the Issuer's expense, and rely exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds acceptable to the Issuer with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section. Prior written notice of such amendments, together with proposed copies of such amendments, shall be provided to Moody's Investors Service, Inc., Fitch Ratings, and Standard & Poor's Ratings Services (but only to the extent such agencies have a rating outstanding on any of the Refunded Bonds). SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida. [Remainder of page intentionally left blank] 125233/006/00484560.DOCv7l Temp. Reso. #11960 - November 15, 2010 Page 32 Revision #3 - November 29, 2010 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. (SEAL) ATTESTED: By: Name: Peter M. J. Richardson, CRM, CMC Title: City Clerk CITY OF TAMARAC, FLORIDA Bv: Name: Beth Talabisco Title: Mayor By: Name: Jeffrey L. Miller Title: City Manager APPROVED AS TO FORM: By: Na . Samuel S. Gor Title: City Attorney [Signature page to Escrow Deposit Agreement between City of Tamarac, Florida and Regions Bank] 1 (25233/006/00484560.DOCv7} Temp. Reso. #11960 - November 15, 2010 1 1 I Page 33 Revision #3 - November 29, 2010 REGIONS BANK, as Escrow Agent By: Name: Vladimir Munoz Title: Vice President and Trust Officer [Signature page to Escrow Deposit Agreement between City of Tamarac, Florida and Regions Bank] )25233/006/00484560.DQCv7) Temp. Reso. #11960 - November 15, 2010 Date Principal Page 34 Revision #3 - November 29, 2010 SCHEDULE A TOTAL DEBT SERVICE FOR THE REFUNDED BONDS Redemption Total Debt Service Premium Interest Service 1 (25233/006/00484560.DOCv7} Temp. Reso. #11.960 - November 15, 2010 1 Page 35 Revision #3 - November 29, 2010 SCHEDULE B EXPENSES TO BE PAID TO ESCROW AGENT Upfront fee in the amount of $400 payable on the date hereof {25233/006/00484560.DOCv7) Temp. Reso. #11960 — November 15, 2010 Maturity Date Page 36 Revision #3 — November 29, 2010 SCHEDULE C SCHEDULE OF FEDERAL SECURITIES TO BE PURCHASED ON 2010 Principal Amount Interest Rate Type J 1 1 {25233/006/00484560.DOCv7)