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HomeMy WebLinkAboutCity of Tamarac Resolution R-2009-098Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2009-ff) A RESOLUTION SUPPLEMENTING A RESOLUTION ADOPTED ON EVEN DATE HEREWITH AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,000,000 UTILITY SYSTEM REFUNDING REVENUE BONDS, SERIES 2009A FOR THE PURPOSE OF ADVANCE REFUNDING A PORTION OF THE OUTSTANDING CITY OF TAMARAC, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2004, FUNDING NECESSARY RESERVES, AND PAYING COSTS RELATED THERETO, NOT TO EXCEED $6,000,000 UTILITY SYSTEM REFUNDING REVENUE BONDS, SERIES 2009B FOR THE PURPOSE OF CURRENTLY REFUNDING ALL OF THE OUTSTANDING CITY OF TAMARAC, FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES 2006, FUNDING NECESSARY RESERVES, AND PAYING COSTS RELATED THERETO AND NOT TO EXCEED $6,000,000 UTILITY SYSTEM REVENUE BONDS, SERIES 2009C TO FINANCE THE COST OF IMPROVEMENTS TO THE UTILITY SYSTEM, FUNDING NECESSARY RESERVES, AND PAYING COSTS RELATED THERETO, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS CONTAINED HEREIN AND SUBJECT TO THE TERMS AND CONDITIONS OF A PURCHASE CONTRACT; APPROVING THE FORM OF THE PURCHASE CONTRACT, PRELIMINARY OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE AND ESCROW DEPOSIT AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE CONTRACT, FINAL OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE AND ESCROW DEPOSIT AGREEMENT; APPOINTING A PAYING AGENT, REGISTRAR AND ESCROW AGENT; DELEGATING TO THE MAYOR AND CITY MANAGER TO AWARD THE SALE OF THE BONDS TO THE UNDERWRITER NAMED HEREIN PURSUANT TO A NEGOTIATED SALE AND SUBJECT TO THE CONDITIONS AND TERMS SET FORTH HEREIN AND IN THE PURCHASE CONTRACT, AUTHORIZING THE CITY TO OPT TO INSURE ALL, A PORTION OF OR NONE OF THE. {25233/003/00364213.DQCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 2 BONDS WITH A POLICY OF FINANCIAL GUARANTY INSURANCE, WHICHEVER IS IN THE BEST FINANCIAL INTEREST OF THE CITY; DESIGNATING THE SERIES 2009 BONDS AS QUALIFIED TAX-EXEMPT OBLIGATIONS WITHIN THE MEANING OF THE INTERNAL REVENUE CODE; AUTHORIZING OTHER REQUIRED ACTIONS; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the City Commission (the "City Commission") of the City of Tamarac, Florida (the "Issuer") has, by resolution adopted on the date hereof (the "Master Resolution" and, as supplemented hereby, the "Resolution"), authorized the issuance of not to exceed $6,000,000 City of Tamarac, Florida Utility System Refunding Revenue Bonds, Series 2009A (the "Series 2009A Bonds"), not to exceed $6,000,000 City of Tamarac, Florida Utility System Refunding Revenue Bonds, Series 2009B (the "Series 2009B Bonds") and not to exceed $6,000,000 City of Tamarac, Florida Utility System Revenue Bonds, Series 2009C (the "Series 2009C Bonds,") and together with the Series 2009A Bonds and the Series 2009B Bonds, the "Series 2009 Bonds"); and WHEREAS, RBC Capital Markets Corporation on behalf of itself, Loop Capital Markets, LLC and Stephens Inc. (collectively, the "Underwriter") has indicated that it is willing to enter into the hereinafter defined Purchase Contract with the Issuer pursuant to which the Underwriter will agree to purchase the Series 2009 Bonds; and WHEREAS, due to the present volatility of the market for tax-exempt public obligations such as the Series 2009 Bonds, the need to access such market very quickly, the willingness of the Underwriter to purchase the Series 2009 Bonds at interest rates favorable to the Issuer, and the critical importance of timing of the sale of the Series 2009 Bonds, the Issuer has determined to sell the Series 2009 Bonds through a negotiated sale to the Underwriter, and it is hereby determined that it is in the best interest of the public and the Issuer to delegate to the Mayor and the City Manager the authority to fix the final details of the Series 2009 Bonds, based upon the advice of the Financial Advisor, and accept the offer of the Underwriter to purchase the Series 2009 Bonds at a negotiated sale pursuant to the terms of a Purchase Contract, the form of which is attached hereto as Exhibit A (the "Purchase Contract"), if certain conditions set forth in this resolution are satisfied; and WHEREAS, prior to acceptance by the Issuer of the offer of the Underwriter to purchase the Series 2009 Bonds, the Underwriter will provide the Issuer with all applicable disclosure information required by Section 218.385, Florida Statutes, to be attached to, or otherwise included as part of, the Purchase Contract; and {25233/003/00364213.DOCv5} Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 3 WHEREAS, the Series 2009A Bonds are being issued to (i) advance refund a portion of the Refunded 2004 Bonds; (ii) fund a deposit into the Reserve Fund; and (iii) pay the allocable costs of issuance of the Series 2009A Bonds; and WHEREAS, the Series 2009B Bonds are being issued to (i) currently refund all of the Refunded 2006 Note; (ii) fund a deposit into the Reserve Fund; and (iii) pay the allocable costs of issuance of the Series 2009B Bonds; and WHEREAS, the Series 2009C Bonds are being issued to (i) finance the design, permitting, acquisition, construction and reconstruction of water and sewer capital projects; (ii) fund a deposit into the Reserve Fund; and (iii) pay the allocable costs of issuance of the Series 2009C Bonds; and WHEREAS, the Issuer desires to make such determinations as are required to afford the Series 2009 Bonds "bank qualified" status for purposes of Section 265(b)(3) of the Code; and WHEREAS, the Issuer has determined it to be in its best interests and to serve a paramount public purpose to provide in this resolution for the issuance of the Series 2009 Bonds for the purposes heretofore described, and this resolution shall constitute a Supplemental Resolution for purposes of the Master Resolution; and WHEREAS, the Series 2009 Bonds will be secured by a lien on the Pledged Revenues and, as of the date hereof, the Pledged Revenues are not pledged or encumbered in any manner, and upon issuance of the Series 2009 Bonds, the lien of the holders of the Series 2009 Bonds will be the senior lien on the Pledged Revenues; and WHEREAS, because of current volatile market conditions and conditions surrounding the current credit ratings of the various municipal bond insurance companies, the Issuer desires to opt to insure some, all or none of the Series 2009 Bonds, whichever is in the best financial interests of the Issuer based on the advice of the Financial Advisor, with a policy of financial guaranty insurance, and to authorize the Mayor, based on the advice of the Financial Advisor, to take any actions and do all things necessary in order to accept any such policy in connection with the issuance of the Series 2009 Bonds; and WHEREAS, in connection with the offering and sale of the Series 2009 Bonds, the Issuer desires to approve the distribution of the Preliminary Official Statement, a form of which is attached hereto as Exhibit C, and delegate to the Mayor, the City Manager or the Director of Financial Services the authority to deem the Preliminary Official Statement "final" for purposes {25233/003/00364213.DQCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 4 of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") and to execute and deliver a final Official Statement with respect to the Series 2009 Bonds (the "Official Statement"); and WHEREAS, the Issuer desires to appoint a paying agent with respect to the Series 2009 Bonds and authorize the execution and delivery of a Registrar and Paying Agent Agreement (the 'Registrar and Paying Agent Agreement"); and WHEREAS, in connection with its continuing disclosure obligations under the Rule, the Issuer desires to approve the form of, and authorize the execution and delivery of, a Continuing Disclosure Certificate, a form of which is attached hereto as Exhibit D (the "Continuing Disclosure Certificate'); and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1. Authority for this Resolution. This resolution is adopted pursuant to the provisions of the Act. SECTION 2. Definitions. All capitalized undefined terms shall have the meaning ascribed thereto in the Master Resolution. In addition, the following terms, unless the context otherwise requires, shall have the meanings specified in this Section. Words importing singular number shall include plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Escrow Agent" means TD Bank National Association as the bank or trust company which shall execute the Escrow Deposit Agreement with the Issuer simultaneous with the issuance of the Series 2009A Bonds. "Escrow Deposit Agreement" means that certain Escrow Deposit Agreement by and between the Issuer and the Escrow Agent, for the purpose of providing for the payment of the Refunded 2004 Bonds, which agreement shall be in substantially the form attached hereto as Exhibit B. "Underwriter" shall mean RBC Capital Markets Corporation on behalf of itself, Loop Capital Markets, LLC and Stephens Inc. SECTION 3. Approval of Issuance of Series 2009 Bonds; Terms of Series 2009 Bonds. The Issuer hereby delegates to the Mayor and City Manager the authority to determine the final terms of the Series 2009 Bonds, based upon the advice of the Financial Advisor, including (i) the {25233/003/00364213.DOCv5} Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 5 dated date, (ii) the principal amount and whether the Series 2009 Bonds shall be issued as Serial Bonds and/or Term Bonds, (iii) the maturity dates and amounts, (iv) the interest rates, prices and yields, and Interest Dates, (v) the optional redemption features, if any, (vi) the Amortization Installments and other mandatory redemption features, if any, (vii) the sale date and the delivery date, (viii) all other details of the Series 2009 Bonds, and to take such further action as shall be required for carrying out the purposes of this resolution all with respect to the Series 2009 Bonds. All covenants contained in the Master Resolution with respect to the Bonds shall be applicable to the Series 2009 Bonds. SECTION 4. Award of Sale of the Series 2009 Bonds; Execution of Purchase Contract. Due to the willingness of the Underwriter to purchase the Series 2009 Bonds at interest rates favorable to the Issuer, the present volatility of the market for tax-exempt public obligations such as the Series 2009 Bonds and the critical importance of timing of the sale of the Series 2009 Bonds, the Issuer hereby approves the negotiated sale of the Series 2009 Bonds to the Underwriter and delegates to the Mayor and City Manager the authority to accept the offer of the Underwriter to purchase the Series 2009 Bonds and to execute and deliver, on behalf of the Issuer, the Purchase Contract, in the form attached hereto as Exhibit A, which form is hereby approved; provided, however, that the Mayor and City Manager shall not have the authority to execute and deliver the Purchase Contract, unless the Mayor and City Manager shall have received from the Underwriter (i) all applicable disclosure information required by Section 218.385, Florida Statutes, and (ii) such other information as the Mayor and City Manager shall deem necessary, upon the advice of the Financial Advisor, which demonstrates to the Mayor and City Manager that (A) the aggregate principal amount of the Series 2009 Bonds is not in excess of $18,000,000, (B) the final maturity of the Series 2009 Bonds is not later than October 1, 2040, (C) the underwriting discount is not greater than 2% of the original principal amount of the Series 2009 Bonds, and (D) the true interest cost rate on the Series 2009 Bonds is not greater than 7.00%. All actions of the Mayor and City Manager taken pursuant to the authority contained in Sections 1 and 2 of this resolution shall be evidenced by the execution and delivery of the Purchase Contract, which shall be filed with the City Clerk. The execution and delivery of the Purchase Contract shall constitute complete evidence of the actions of the Mayor and City Manager and shall constitute the action of the Issuer. Subject to satisfaction of the conditions in this Section 2, the Mayor and City Manager is hereby authorized and directed to execute and deliver, the City Clerk is hereby authorized to attest under seal, and the City Attorney is hereby authorized to approve as to form, the Purchase Contract. The execution and delivery thereof in the manner described in the preceding sentence shall constitute complete approval of such Purchase Contract by the Issuer, including any changes to the form attached hereto as Exhibit 125233/003/00364213.DOCv5} Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 6 A and shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. SECTION 5. Authorization of Series 2009 Bonds. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as "Utility System Refunding Revenue Bonds, Series 2009A" are authorized to be issued in the aggregate principal amount of not to exceed $6,000,000, subject to the provisions hereof, obligations of the Issuer to be known as "Utility System Refunding Revenue Bonds, Series 2009B" are authorized to be issued in the aggregate principal amount of not to exceed $6,000,000, and subject to the provisions hereof, obligations of the Issuer to be known as "Utility System Revenue Bonds, Series 2009C" are authorized to be issued in the aggregate principal amount of not to exceed $6,000,000. SECTION 6. Book Entry System. The Issuer has previously executed a blanket letter of representation dated August 22, 1997 (the "Letter of Representation") with The Depository Trust Company ("DTC"). It is intended that the Series 2009 Bonds be registered so as to participate in a global book -entry system with DTC as set forth herein and in such Letter of Representation. The Series 2009 Bonds shall be initially issued in the form of a single fully registered Series 2009 Bond for each subseries and maturity. Upon initial issuance, the ownership of such Series 2009 Bonds shall be registered by the Registrar and Paying Agent in the name of Cede & Co., as nominee for DTC. With respect to Series 2009 Bonds registered by the Registrar and Paying Agent in the name of Cede & Co., as nominee of DTC, the Issuer and the Registrar and Paying Agent shall have no responsibility or obligation to any broker -dealer, bank or other financial institution for which DTC holds Series 2009 Bonds from time to time as securities depositary (each such broker -dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Series 2009 Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, the Issuer and the Registrar and Paying Agent shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to the ownership interest in the Series 2009 Bonds, (b) the delivery to any Depository Participant or any Indirect Participant or any other person, other than a registered owner of a Series 2009 Bond as shown in the bond register, of any notice with respect to the Series 2009 Bonds, including any notice of redemption, if applicable, or (c) the payment to any Depository Participant or Indirect Participant or any other person, other than a registered owner of a Series 2009 Bond as shown in the bond register, of any amount with respect to principal of, premium, if any, or interest on, if applicable, the Series 2009 Bonds. No person other than a registered owner of a Series 2009 Bond as shown in the bond register shall receive a Series 2009 Bond certificate with respect to any Series 2009 Bond. Upon delivery by DTC to the Registrar and Paying Agent of written notice to the effect that DTC has determined to substitute a new {25233/003/00364213.DOCv5} 1 Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 7 nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered owners of Series 2009 Bonds appearing as registered owners in the registration books maintained by the Registrar and Paying Agent at the close of business on a regular record date, the name "Cede & Co." in this resolution shall refer to such new nominee of DTC. In the event that (a) the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Letter of Representation, (b) the agreement among the Issuer, the Registrar and Paying Agent and DTC evidenced by the Letter of Representation shall be terminated for any reason or (c) the Issuer determines that it is in the best interests of the beneficial owners of the Series 2009 Bonds that they be able to obtain certificated Series 2009 Bonds, the Issuer shall notify DTC of the availability through DTC of Series 2009 Bond certificates and the Series 2009 Bonds shall no longer be restricted to being registered in the bond register in the name of Cede & Co., as nominee of DTC, but only in accordance with the Letter of Representation. At that time, the Issuer may determine that the Series 2009 Bonds shall be registered in the name of and deposited with a successor depository operating a universal book -entry system, as may be acceptable to the Issuer, or such depository's agent or designee, and if the Issuer does not select such alternate universal book -entry system, then the Series 2009 Bonds may be registered in whatever name or names registered owners of Series 2009 Bonds transferring or changing Series 2009 Bonds designate, in accordance with the provisions hereof. Notwithstanding any other provision of the Resolution to the contrary, so long as any Series 2009 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on, if applicable, such Series 2009 Bond and all notices with respect to such Series 2009 Bond shall be made and given, respectively, in the manner provided in the Letter of Representation. As long as any Series 2009 Bonds are outstanding in book -entry form, the provisions of the Resolution inconsistent with such system of book -entry registration shall not be applicable to such Series 2009 Bonds, and the Issuer covenants to cause adequate records to be kept with respect to the ownership of any Series 2009 Bonds issued in book -entry form or the beneficial ownership of Series 2009 Bonds issued in the name of a nominee. 125233/003/00364213. DOCv5 } Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page S SECTION 7. A442lication of Series 2009 Bond Proceeds. A. The proceeds, including any accrued interest received from the sale of the Series 2009A Bonds, shall be applied by the Issuer as follows: 1. Accrued interest, if any, shall be deposited in the Interest Account in the Bond Service Fund, and shall be used only for the purpose of paying interest becoming due on the Series 2009A Bonds. 2. To the extent not reimbursed therefor by the Underwriter of the Series 2009A Bonds, the Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2009A Bonds. 3. To the extent not provided by other funds of the Issuer deposited into, or a surety bond or bonds credited to, the Reserve Fund, the Issuer shall deposit to the Reserve Fund, a sum equal to the allocable portion of the Reserve Requirement upon issuance of the Series 2009A Bonds. 4. Subject to the execution and delivery of the Series 2009A Bonds to advance refund the Refunded 2004 Bonds, a sum which, together with other legally available funds of the Issuer and investment earnings thereon, is equal to the principal of and interest and redemption premiums, if any, on the Refunded 2004 Bonds when due in accordance with the schedules to be attached to the Escrow Deposit Agreement to pay principal and interest on the Refunded 2004 Bonds and to pay applicable call premiums and any costs with respect thereto. B. The proceeds, including any accrued interest received from the sale of any or all of the Series 2009B Bonds, shall be applied by the Issuer as follows: 1. Accrued interest, if any, shall be deposited in the Interest Account in the Bond Service Fund, and shall be used only for the purpose of paying interest becoming due on the Series 2009B Bonds. 2. To the extent not reimbursed therefor by the Underwriter of the Series 2009B Bonds, the Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2009B Bonds. 3. To the extent not provided by other funds of the Issuer deposited into, or a surety bond or bonds credited to, the Reserve Fund, the Issuer shall deposit to the (25233/003/00364213.DOCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 9 Reserve Fund, a sum equal to the allocable portion of the Reserve Requirement upon issuance of the Series 2009B Bonds. 4. Subject to the execution and delivery of the Series 2009B Bonds to currently refund the Refunded 2006 Note, a sum which, together with other legally available funds of the Issuer and investment earnings thereon, is equal to the principal of and interest and redemption premiums, if any, on the Refunded 2006 Note when prepaid. C. The proceeds, including any accrued interest received from the sale of any or all of the Series 2009C Bonds, shall be applied by the Issuer as follows: 1. Accrued interest, if any, shall be deposited in the Interest Account in the Bond Service Fund and shall be used only for the purpose of paying interest becoming due on the Series 2009C Bonds. 2. To the extent not reimbursed therefor by the Underwriter of the Series 2009C Bonds, the Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2009C Bonds. 3. To the extent not provided by other funds of the Issuer deposited into, or a surety bond or bonds credited to, the Reserve Fund, the Issuer shall deposit to the Reserve Fund, a sum equal to the allocable portion of the Reserve Requirement upon issuance of the Series 2009C Bonds. 4. The remaining proceeds of the Series 2009C Bonds shall be deposited to the Series 2009C Project Account and shall be used the pay Project Costs relating to the 2009C Project. The Issuer agrees and covenants to commence and proceed with due diligence to complete the construction, erection and acquisition of the 2009C Project. SECTION 8. Appointment of Escrow Agent; Execution of Escrow Deposit Agreement; Redemption of Refunded 2004 Bonds; „Transfer of Funds. TD Bank National Association is hereby appointed to serve as Escrow Agent in connection with the refunding of the Refunded 2004 Bonds. The Issuer hereby approves the Escrow Deposit Agreement as set forth in the form attached hereto as Exhibit B. The Escrow Deposit Agreement shall be executed in the name of the Issuer by the Mayor and the City Manager, such signatures to be attested to by the City Clerk, the official seal of the Issuer to be imprinted thereon, and shall be approved as to form by 125233/003/00364213.DOCv51 Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 10 the City Attorney, with such additional changes and insertions therein as are subsequently approved, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. The Issuer hereby also approves Causey Demgen & Moore Inc. to serve as verification agent in connection with the refunding of the Refunded 2004 Bonds. Subject to the execution and delivery of the Series 2009A Bonds to advance refund the Refunded 2004 Bonds, there is hereby authorized a deposit of proceeds of the Series 2009A Bonds which, together with other legally available funds of the Issuer and investment earnings thereon, is equal to the principal of and interest and redemption premiums, if any, on the Refunded 2004 Bonds when due in accordance with the schedules to be attached to the Escrow Deposit Agreement to pay principal and interest on the Refunded 2004 Bonds and to pay applicable call premiums and any costs with respect thereto. Subject to the execution and delivery of the Series 2009A Bonds for the purpose of refunding the Refunded 2004 Bonds, the Issuer hereby irrevocably calls the callable Refunded 2004 Bonds for early redemption on October 1, 2014, 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 2004 Bonds to be redeemed, plus accrued interest thereon to the redemption date. At least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption, the Issuer hereby directs Bank of New York Mellon Trust Company, N. A. as successor to J. P. Morgan Trust Company N. A., in its capacity as Paying Agent and Registrar for the Refunded 2004 Bonds (the "2004 Paying Agent"), to mail by registered or certified mail a notice of the redemption of the callable Refunded 2004 Bonds to each holder of Refunded 2004 Bonds to be redeemed at the address of such holder shown on the registration books maintained by the 2004 Paying Agent or at such other address as shall be furnished in writing by such holder to the 2004 Paying Agent in accordance with the requirements of Section 3.03 of Resolution No. R-2004-63 adopted by the City Commission on March 24, 2004 (as amended and supplemented, the "Refunded 2004 Bond Resolution") in the form to be prepared by Bond Counsel. Furthermore, upon issuance of the Series 2009A Bonds for the purposes of refunding the Refunded 2004 Bonds, the Issuer hereby directs the 2004 Paying Agent to mail a notice of defeasance to each holder of the Refunded 2004 Bonds in the form to be prepared by Bond Counsel. On the date of issuance of the Series 2009A Bonds, the Issuer may transfer moneys on deposit in the Principal Account and Interest Account created pursuant to the Refunded 2004 Bond Resolution which were being held for the benefit of the Refunded 2004 Bonds to the Escrow Agent to be held on behalf of the Issuer and to be used pursuant to the terms of the Escrow Deposit Agreement. ( 25233/003/00364213. DOCv5 ) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 11 SECTION 9. Redemption of Refunded 2006 Note. Subject to the execution and delivery of the Series 2009B Bonds to currently refund the Refunded 2006 Note, there is hereby authorized to be used proceeds of the Series 2009B Bonds which, together with other legally available funds of the Issuer is equal to the principal of and interest and redemption premiums, if any, on the Refunded 2006 Note on the date the Series 2009B Bonds are delivered. Subject to the execution and delivery of the Series 2009B Bonds for the purpose of currently refunding the Refunded 2006 Note, the Issuer hereby irrevocably calls the Refunded 2006 Note for early redemption on August 26, 2009, or such other date as determined by the Mayor and the City Manager of the Issuer, at the redemption price set forth in the Refunded 2006 Note to be redeemed, plus accrued interest thereon to the redemption date. The Issuer shall either timely provide a notice of the redemption to the holder of the Refunded 2006 Note in the form to be prepared by Bond Counsel, or alternatively, obtain a waiver of notice from such holder. SECTION 10. Reserve Fund. The Issuer hereby determines that the Reserve Fund shall secure the Series 2009 Bonds, and may secure Additional Parity Obligations in the future, only if designated to be secured thereby. The Issuer may alternatively establish an account or accounts in the Reserve Fund to secure such Additional Parity Obligations, with details to be established in the Supplemental Resolution which authorizes such Additional Parity Obligations. SECTION 11. Approval of Distribution of Preliminary Official Statement and Authorization of Final Official Statement. The preparation and distribution of the Preliminary Official Statement relating to the Series 2009 Bonds, in the form attached hereto as Exhibit C, is hereby approved and authorized. The Mayor, the City Manager or the Director of Financial Services are hereby authorized to execute and deliver a certificate of the Issuer which deems such Preliminary Official Statement "final' within the contemplation of the Rule. Such Preliminary Official Statement is hereby authorized to be used and distributed in connection with the sale and marketing of the Series 2009 Bonds. The distribution of the final Official Statement relating to the Series 2009 Bonds is hereby authorized, and the execution of such Official Statement by the Mayor, the City Manager and the Director of Financial Services is hereby authorized, which execution and delivery shall constitute complete evidence of the approval of such final Official Statement by the Issuer. SECTION 12. Appointment of Registrar and Pa in Agent; Authorization of Execution and Delivery of Registrar and Ping Agent Agreement. TD Bank National Association is hereby appointed to serve as Registrar and Paying Agent with respect to the Series 2009 Bonds. The Registrar and Paying Agent shall perform such duties as are more fully described in the Resolution and an agreement to be entered into with the Issuer in connection with the Series 2009 f 25233/003/00364213.DOCv5J Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 12 :.1ILI The Registrar and Paying Agent shall fulfill such functions with respect to Registrar and Paying Agent Agreement until a qualified successor shall have been designated by the Issuer and accepts such duties, such designation to be subject to written notice to the Registrar and Paying Agent, or until the Series 2009 Bonds have been paid in full pursuant to the Resolution. The Registrar and Paying Agent Agreement shall be executed in the name of the Issuer by the Mayor and the City Manager, such signatures to be attested to by the City Clerk, the official seal of the Issuer to be imprinted thereon, and shall be approved as to form by the City Attorney, with such additional changes and insertions therein as are subsequently approved, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. SECTION 13. Continuing Disclosure. The Issuer hereby covenants and agrees that, in order to assist the Underwriter in complying with the continuing disclosure requirements of the Rule with respect to the Series 2009 Bonds, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate to be executed by the Issuer prior to the time the Issuer delivers the Series 2009 Bonds to the Underwriter, as may be amended from time to time in accordance with the terms thereof. The form of the Continuing Disclosure Certificate, attached hereto as Exhibit D is hereby approved and ratified, all of the provisions of which, when executed and delivered by the Issuer as authorized herein shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated verbatim herein. Notwithstanding any other provision of the Resolution, failure of the Issuer to comply with such Continuing Disclosure Certificate shall not be considered an event of default under the Resolution. However, the Continuing Disclosure Certificate shall be enforceable by the Series 2009 Bondholders in the event that the Issuer fails to cure a breach thereunder within a reasonable time after written notice from a 2009 Bondholder to the Issuer that a breach exists. Any rights of the Series 2009 Bondholders to enforce the provisions of this covenant shall be on behalf of all Series 2009 Bondholders and shall be limited to a right to obtain specific performance of the Issuer's obligations thereunder. The Continuing Disclosure Certificate shall be executed in the name of the Issuer by the Mayor and City Manager, attested to by the City Clerk under seal, and shall be approved as to form by the City Attorney, with such additional changes and insertions therein as are subsequently approved, and such execution and delivery shall be conclusive evidence of the approval thereof by such officers. {25233/003/00364213.DOCv5) 1 Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 1.5, 2009 Revision #5 - July 20, 2009 Page 13 SECTION 14. Optional_ Financial Guarani Insurance. The Issuer is hereby authorized to insure all, some or none of the Series 2009 Bonds, whichever is in the best financial interests of the Issuer based on the advice of the Financial Advisor, with a policy of financial guaranty insurance, and further authorizes the Mayor to take any actions and do all things necessary in order to accept such policy in connection with the issuance of the Series 2009 Bonds. SECTION 15. Bank Oualified. The Issuer hereby designates the Series 2009 Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. The Issuer and any subordinate entities of the Issuer and any issuer of "tax-exempt" debt that issues "on behalf of the Issuer do not reasonably expect during the calendar year 2009 to issue more than $30,000,000 of "tax-exempt" obligations including the Series 2009 Bonds, 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 Issuer inconsistent with the provisions of the Master Resolution are hereby amended and supplemented to conform with the provisions herein contained and, except as may otherwise amended and supplemented hereby, the Master Resolution shall remain in full force and effect. SECTION 17. No Personal Liability. Neither the members of the City Commission nor any person executing the Series 2009 Bond shall be personally liable therefor or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 18. General Authori . The Mayor, the City Manager, the Director of Financial Services, the City Attorney and any other proper officials of the Issuer are hereby authorized to do all acts and things required of them by this resolution, the Master Resolution, the Escrow Deposit Agreement, the Series 2009 Bonds, or any other agreement or contract relating to the Series 2009 Bonds, or that may otherwise be desirable or consistent with accomplishing the full, punctual and complete performance of all the terms, covenants and agreements contained in any of the foregoing and each member, employee, attorney and officer of the Issuer is hereby authorized and directed to execute and deliver 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. {25233/003/00364213.DOCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 14 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 2009 Bonds. SECTION 20. Master Resolution to Continue in Force. The Master Resolution and all the terms and provisions thereof, are and shall remain in full force and effect. SECTION 21. Effective Date. This resolution shall be effective immediately upon its adoption. [Remainder of page intentionally left blank] PASSED AND ADOPTED the 22nd day of July, 2009. CITY OF TAMARAC, FLORIDA Beth Flansbaum-Talabisco, Mayor ATTEST: Marion Swenson, CMC City Clerk I HEREBY CERTIFY that I have approved this Resolution as to form I 1 S. Goren�jeltamu Attorney {25233/003/00364213.DOCv5l 1 1 Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 15 125233/003/00364213. DOCv5 } EXHIBIT A Form of Purchase Contract Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 16 1 1 {25233/003/00364213.DOCv5} Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 17 EXHIBIT B Form of Escrow Deposit Agreement THIS ESCROW DEPOSIT AGREEMENT, dated as of , 2009, by and between the CITY OF TAMARAC, FLORIDA (the "Issuer"), and TD BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Escrow Agent, and its successors and assigns (the "Escrow Agent"); WITNESSETH: WHEREAS, the Issuer previously issued its Capital Improvement Revenue Bonds, Series 2004 (the "2004 Bonds"); and WHEREAS, the Issuer now desires to advance refund all of the 2004 Bonds (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 Counsel" means Bryant Miller Olive P.A., or any other law firm nationally -recognized in the area of public finance. (c) "Bonds " means, collectively, the Stormwater Bond and the Utility Bonds. (d) "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. 125233/003/00364213.DOCv5} Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 18 (e) "Federal Securities" shall have the meaning ascribed thereto in the Refunded Bond Resolution. (f) "Issuer" means the City of Tamarac, Florida, and its successors and assigns. (g) "Refunded Bonds" has the meaning ascribed above. (h) "Refunded Bond Resolution" shall mean Resolution No. R-2004-63 adopted by the City Commission on March 24, 2004, as amended and supplemented from time to time, and as particularly supplemented by Resolution No. R-2004-63 adopted by the City Commission on March 24, 2004. (i) "Stormwater Bond" means the $ City of Tamarac, Florida Stormwater System Revenue Bond, Series 2009, issued under the Stormwater Bond Resolution. 0) "Stormwater Bond Resolution" shall mean Resolution No. R-2009- adopted by the City Commission on , 2009, as amended and supplemented from time to time, and as particularly supplemented by Resolution No. R-2009- adopted by the City Commission on , 2009. (k) "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 October 1, 2014. (1) "Utility Bond Resolution" shall mean Resolution No. R-2009- adopted by the City Commission on 2009, as amended and supplemented from time to time, and as particularly supplemented by Resolution No. R-2009- adopted by the City Commission on _ _ , 2009. (m) "Utility Bonds" means the $ City of Tamarac, Florida Utility System Revenue Bonds, Series 2009A, issued under the Utility Bond Resolution. 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 Stormwater Bond. An amount equal to $ of such funds are being derived {25233/003/00364213.DOCv5l Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 19 from proceeds of the Utility Bonds. An amount equal to $ of such funds are being derived from the Principal Account and Interest Account (as such terms are defined in the Refunded 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 Stormwater Bond and the Utility Bonds, and other legally available funds of the Issuer, in the Federal Securities set forth on Schedule C-1 attached hereto and to hold such securities and $ of such funds in cash in accordance with the terms of this Agreement, V0 to invest $ of uninvested cash then on deposit in the Escrow Account in the Federal Security set forth on Schedule C-2 attached hereto and to hold such security in accordance with the terms of this Agreement;] (d) in the event the securities described on Schedule C-1 [or Schedule C-21 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 (e) 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 Bank of New York Mellon Trust Company, N. A. as successor {25233/003/00364213.DOCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 20 J.P. Morgan Trust Company, N. A., 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. (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 Bonds 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 earrings, 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 (25233/003/00364213.DOCV5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 21 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. Redemi2tion or Acceleration of Matud1y. 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. Indemnily. 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 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. {25233/003/00364213.DOCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 22 SECTION S. Res onsibilities of Escrow Age . 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. Resignation of Escrow Agent. 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 Bonds, 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 A ent. (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 percenturn (51%) in 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 Bonds 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. (25233/003/00364213.DOCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 23 (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 percentum (5%) in aggregate principal amount of the Bonds then outstanding, or the holders of not less than five percentum (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 Bonds 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 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 f25233/003/00364213.DOCv51 Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 24 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. Severabili. 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. 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 Bonds 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, (25233/003/00364213.DOCvS} 1 1 Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Page 2 5 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) r:Mwr*3r:1•1 By: Name: Marion Swenson, CMC Title: City Clerk CITY OF TAMARAC, FLORIDA By: Name: Beth Flansbaum-Talabisco Title: Mayor By: Name: Jeffrey L. Miller Title: City Manager APPROVED AS TO FORM: By: Name: Samuel S. Goren Title: City Attorney [Signature page to Escrow Deposit Agreement between City of Tamarac, Florida and TD Bank National Association] {25233/003/00364213.DOCv4) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Page 2 6 TD BANK NATIONAL ASSOCIATION, as Escrow Agent By: Name: Title: [Signature page to Escrow Deposit Agreement between City of Tamarac, Florida and TD Bank National Association] 1 1 (25233/003/00364213.DOCv4} 1 Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 27 [Signature page to Escrow Deposit Agreement between City of Tamarac, Florida and TD Bank National Association] (25233/003/00364213.DOCv5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 28 TD BANK NATIONAL ASSOCIATION, as Escrow Agent By: Na: Title: [Signature page to Escrow Deposit Agreement between City of Tamarac, Florida and TD Bank National Association] 1 1 (25233/003/00364213.DOCv5) 1 1 1 SCHEDULE A TOTAL DEBT SERVICE FOR THE REFUNDED BONDS Redemption Date Principal Premium Interest Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 29 Total Debt Service Service {25233/003/00364213.DOCvS} Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 30 SCHEDULE B EXPENSES TO BE PAID TO ESCROW AGENT $750 paid annually, in advance 11 1 (25233/003/00364213.DOCV5) 1 1 1 SCHEDULE C-1 SCHEDULE OF FEDERAL SECURITIES TO BE PURCHASED ON Maturity Date Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 31 2009 Principal Amount Interest Rate Tie {25233/003/00364213.DOCv5} [SCHEDULE C-2 SCHEDULE OF FEDERAL SECURITIES TO BE PURCHASED ON Maturity Date Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 32 Principal Amount Interest Rate lypel 1 1 1 125233/003/00364213.DOCv5) C 1 {25233/003/00364213.D0Cv5} EXHIBIT C Form of Preliminary Official Statement Temp. Reso. #11663 Revision #2 July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 33 EXHIBIT D Form of Continuing Disclosure Certificate (25233/003/00364213.DOCV5) Temp. Reso. #11663 Revision #2 - July 10, 2009 Revision #3 - July 14, 2009 Revision #4 - July 15, 2009 Revision #5 - July 20, 2009 Page 34 1 1 CERTIFICATE AS TO PUBLIC MEETINGS AND NO C NFLICT OF INTEREST STATE OF FLORIDA: COUNTY OF BROWARD: Each of the undersigned members of the Commission of the City of Tamarac, Florida (the "Issuer"), recognizing that the purchaser of the not to exceed $6,000,000 City of Tamarac, Florida Utility System Refunding Revenue Bonds, Series 2009A (the "Series 2009A Bonds"), not to exceed $6,000,000 City of Tamarac, Florida Utility System Refunding Revenue Bonds, Series 2009B (the "Series 2009B Bonds") and not to exceed $6,000,000 City of Tamarac, Florida Utility System Revenue Bonds, Series 2009C (the "Series 2009C Bonds,") and together with the Series 2009A Bonds and the Series 2009B Bonds, the 'Bonds") will have purchased said Bonds in reliance upon this Certificate, DOES HEREBY CERTIFY: (1) that he or she has no personal knowledge that any two or more members of the Commission meeting together, reached any prior conclusion as to whether the actions taken by the Commission with respect to said Bonds, the security therefor and the application of the proceeds thereof, should or should not be taken by the Commission or should or should not be recommended as an action to be taken or not to be taken by the Commission, except at public meetings of the Commission held after due notice to the public was given in the ordinary manner required by law and custom of the Commission; and (2) that he or she does not have or hold any employment or contractual relationship with Bank of America, N.A, which is the business entity purchasing the Bonds from the Issuer. IN WITNESS WHEREOF, we have hereunto affixed our official signatures this 22na day of July, 2009. i LtL it M -I 1A 125233/003/00366155. AOCv1)