HomeMy WebLinkAboutCity of Tamarac Resolution R-2009-098Temp. Reso. #11663
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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.
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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
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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
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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
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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
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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
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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.
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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
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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
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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.
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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
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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)
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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)
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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
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EXHIBIT A
Form of Purchase Contract
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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.
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(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
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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
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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
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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)
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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)
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(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
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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,
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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)
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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]
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[Signature page to Escrow Deposit Agreement between
City of Tamarac, Florida and
TD Bank National Association]
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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]
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SCHEDULE A
TOTAL DEBT SERVICE
FOR THE REFUNDED BONDS
Redemption
Date Principal Premium
Interest
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Total Debt Service
Service
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SCHEDULE B
EXPENSES TO BE PAID TO ESCROW AGENT
$750 paid annually, in advance
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SCHEDULE C-1
SCHEDULE OF FEDERAL SECURITIES
TO BE PURCHASED ON
Maturity Date
Temp. Reso. #11663
Revision #2 - July 10, 2009
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Revision #5 - July 20, 2009
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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
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125233/003/00364213.DOCv5)
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EXHIBIT C
Form of Preliminary Official Statement
Temp. Reso. #11663
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Revision #3 - July 14, 2009
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Revision #5 - July 20, 2009
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EXHIBIT D
Form of Continuing Disclosure Certificate
(25233/003/00364213.DOCV5)
Temp. Reso. #11663
Revision #2 - July 10, 2009
Revision #3 - July 14, 2009
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Revision #5 - July 20, 2009
Page 34
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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.
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125233/003/00366155. AOCv1)