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HomeMy WebLinkAboutCity of Tamarac Resolution R-2008-049Temp Reso. #11375 -March 8, 2008 Page 1 Revision #4 — April 15, 2008 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2008- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE ISSUANCE OF A TAXABLE REDEVELOPMENT REVENUE NOTE, SERIES 2008 OF THE CITY IN THE PRINCIPAL AMOUNT NOT TO EXCEED $20,000,000, INITIALLY AS A LINE OF CREDIT, TO FINANCE THE COST OF ACQUISITION OF REAL PROPERTY WITHIN THE CITY TO BE USED FOR COMMUNITY REDEVELOPMENT PURPOSES; PROVIDING FOR AN AUTOMATIC CONVERSION TO A TERM LOAN ON APRIL 1, 2011; MAKING CERTAIN FINDINGS OF PUBLIC PURPOSE; PROVIDING THAT THE NOTE SHALL BE A LIMITED OBLIGATION OF THE CITY PAYABLE FROM LEGALLY AVAILABLE NON -AD VALOREM REVENUES BUDGETED, APPROPRIATED AND DEPOSITED AS PROVIDED HEREIN; PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES FOR THE OWNER OF THE NOTE; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AS FOLLOWS: Section 1: Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Constitution of the State of Florida, the City Charter of the Issuer, Chapter 166, Part II, Florida Statutes and other applicable provisions of law (collectively, the "Act"). Section 2: Definitions. The following words and phrases shall have the following meanings when used herein: "Act" shall have the meaning ascribed thereto in Section 1 hereof. "Business Day" means any day except any Saturday or Sunday or day on which the Principal Office of the Original Purchaser is lawfully closed. "City Attorney" means the City Attorney of the Issuer, or any assistant or deputy City Attorney. "City Manager" means the City Manager or assistant, deputy, interim or acting City Manager of the Issuer. "Clerk" means the City Clerk or assistant or deputy City Clerk of the Issuer. 1 Temp Reso. #11375 -March 8, 2008 Page 2 Revision #4 — April 15, 2008 "Costs of Essential Services" means the cost of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer or which are legally mandated by applicable law. "Debt Service Fund" means the Fund established in Section 8 hereof. "Director of Financial Services" means the Director of Financial Services or any assistant or deputy Director of Financial Services of the Issuer. "Fiscal Year" means the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. Florida. "Issuer" means the City of Tamarac, Florida, a municipal corporation of the State of "Maturity Date" means April 1, 2021. "Maximum Annual Covenant Debt Service" shall mean the maximum annual debt service on debt and obligations secured by a covenant to budget and appropriate Pledgeable Non -Ad Valorem Revenues for the payment thereof, or that are unsecured and expected by the Issuer to be paid from Pledgeable Non -Ad Valorem Revenues. "Mayor" means the Mayor or Vice Mayor of the Issuer. "Non -Ad Valorem Revenues" means all revenues of the Issuer not derived from ad valorem taxation, and which are lawfully available to be used to pay debt service on the Note. "Non -Enterprise Fund Revenues" means all available revenues and receipts of the Issuer (excluding revenues of any enterprise fund of the Issuer), which are legally available for the payment of Costs of Essential Services. "Note" means the Taxable Redevelopment Revenue Note, Series 2008 of the Issuer authorized by Section 4 hereof. "Original Purchaser" means SunTrust Bank, Fort Lauderdale, Florida. "Owner" or "Owners" means the Person or Persons in whose name or names a Note shall be registered on the books of the Issuer kept for that purpose in accordance with provisions of this Resolution. "Person" means natural persons, firms, trusts, estates, associations, corporations, partnerships and public bodies. "Pledgeable Non -Ad Valorem Revenues" shall mean all legally available non -ad valorem revenues of the Issuer (excluding revenues of any enterprise fund of the Issuer), which are legally available to make the payments required by this Resolution. Temp Reso. #11375 -March 8, 2008 Page 3 Revision #4 — April 15, 2008 "Pledged Revenues" means the Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided herein and the proceeds of any indebtedness incurred for the purpose of refinancing the Note. "Principal Office" means, with respect to the Original Purchaser, the office located at SunTrust Bank, Mail Code FL-FTL-1073, 515 East Las Olas Boulevard, 7th Floor, Fort Lauderdale, Florida 33301 or such other office as the Original Purchaser may designate to the Issuer in writing. "Project" means the acquisition of real property within the City to be used for community redevelopment purposes. "Project Fund" means the Project Fund established with respect to the Note pursuant to Section 9 hereof. "Requisition" shall mean a written request for a disbursement from the authorized amount of the Note, signed by the Mayor and the Director of Financial Services, substantially in the form attached hereto as Exhibit D and satisfactorily completed pursuant to the terms of the Note. "Resolution" means this Resolution, pursuant to which the Note is authorized to be issued, including any supplemental resolution's). "State" means the State of Florida. Section 3: Findings. (A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it is necessary for the continued preservation of the economic welfare of the Issuer and its inhabitants to finance the cost of acquisition of real property within the City to be used for community redevelopment purposes. Issuance of the Note to finance the Project satisfies a public purpose by fostering community development and increased economic activity in the Issuer by providing a more vibrant community in and for the Issuer and its inhabitants. (B) Debt service on the Note will be secured by the Pledged Revenues as provided herein. (C) Debt service on the Note and all other payments hereunder shall be payable solely from moneys deposited in the manner and to the extent provided herein. The Issuer shall never be required to levy ad valorem taxes or use the proceeds thereof to pay debt service on the Note or to make any other payments to be made hereunder or to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any other Non -Ad Valorem Revenues. The Note shall not constitute a lien on any property owned by or situated within the limits of the Issuer. (D) It is estimated that the Non -Ad Valorem Revenues will be available in the General Fund after satisfying funding requirements for obligations having an express lien on or pledge thereof and after satisfying funding requirements for essential governmental services of Temp Reso. #11375 -March 8, 2008 Page 4 Revision #4 — April 15, 2008 the Issuer, in amounts sufficient to provide for the payment of the principal of and interest on Note and all other payment obligations hereunder. (E) In response to the Issuer's Request for Proposals dated March 31, 2008, the Issuer has received an offer from the Original Purchaser to purchase the Note. (F) In consideration of the purchase and acceptance of the Note authorized to be issued hereunder by those who shall be the Owner thereof from time to time, this Resolution shall constitute a contract between the Issuer and the Owner. Section 4: Authorization of Note and Pro"ect. Subject and pursuant to the provisions of this Resolution, an obligation of the Issuer to be known as City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 (the "Note") is hereby authorized to be issued under and secured by this Resolution, as a line of credit, in the principal amount of not to exceed $20,000,000 for the purpose of providing funds for the Project, capitalizing interest through April 1, 2011, and paying the costs of issuing the Note. The Project is hereby authorized. Because of the characteristics of the Note, prevailing market conditions, and additional savings to be realized from an expeditious sale of the Note, it is in the best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Note at a private negotiated sale. Prior to the issuance of the Note, the Issuer shall receive from the Original Purchaser a Purchaser's Certificate, the form of which is attached hereto as Exhibit B and the Disclosure Letter containing the information required by Section 218.385, Florida Statutes, a form of which is attached hereto as Exhibit C. Section 5: Description of Note. The Note shall be dated the date of its execution and delivery, which shall be a date agreed upon by the Issuer and the Original Purchaser, subject to the following terms: (A) Interest Rate Prior to Conversion. Prior to automatic conversion on April 1, 2011, the Note shall have a variable interest rate equal to the One Month Libor Rate plus 1.20% per annum (the "Pre -Conversion Interest Rate"). The "One Month Libor Rate" means a fluctuating rate of interest equal to the one month London InterBank Offered Rate ("LIBOR") which appears on the Bloomberg Reporting Service (or, if such source is not available, such alternate source as determined by the Owner on the immediately preceding Business Day). The Pre -Conversion Interest Rate will initially be established two (2) Business Days prior to the issuance of the Note. The Pre -Conversion Interest Rate shall adjust on the first day of every month thereafter, to the rate computed as of the next to last Business Day of the previous month, and remain fixed until the next monthly adjustment date. Notwithstanding anything herein to the contrary, any date referred to above where the Pre -Conversion Interest Rate adjusts which would otherwise fall on a day that is not a Business Day, such adjustment date will be the immediately succeeding Business Day. (B) Conversion to Term Loan Mode; Interest Rate Following Conversion. Upon original issuance, the Note shall initially be in the mode of a line of credit permitting the Issuer to draw not to exceed $20,000,000. Interest on the Note shall be paid semi-annually commencing Temp Reso. #11375 -March 8, 2008 Page 5 Revision #4 — April 15, 2008 October 1, 2008, and on each subsequent April 1 and October 1 until conversion of the mode to the term loan mode. Before conversion, no principal on the Note shall be due. Effective on April 1, 2011, the Note shall automatically convert into a term loan. On March 1, 2011 (the "Election Date"), the Director of Financial Services shall notify the Owner of the Note in writing as to which interest rate method it wants to apply to the Note during the term loan mode effective April 1, 2011, and can choose from any of the following: (i) the Post - Conversion Variable Interest Rate; (ii) the Post -Conversion Fixed Interest Rate with a Prepayment Penalty; or (iii) the Post -Conversion Fixed Interest Rate with No Prepayment Penalty (the chosen interest rate method is hereinafter referred to as the "Post -Conversion Interest Rate," and together with the Pre -Conversion Interest Rate, is hereinafter referred to as the "Interest Rate"). The "Post -Conversion Variable Interest Rate" means a variable interest rate equal to the One Month Libor Rate plus 1.78% per annum. The Post -Conversion Variable Interest Rate, if elected, will initially be established two (2) Business Days prior to April 1, 2011. The Post - Conversion Variable Interest Rate shall adjust on the first date of every month thereafter, to the rate computed as of the next to last Business Day of the previous month, and remain fixed until the next monthly adjustment date. Notwithstanding anything herein to the contrary, any date referred to above where the Post -Conversion Variable Interest Rate adjusts which would otherwise fall on a day that is not a Business Day, such adjustment date will be the immediately succeeding Business Day. The "Post -Conversion Fixed Interest Rate with a Prepayment Penalty" means a fixed interest rate determined two (2) Business Days before April 1, 2011 which is equal to the 10- year Federal Reserve H.15 swap rate as of such date plus 1.29% per annum. The "Post -Conversion Fixed Interest Rate with No Prepayment Penalty" means a fixed interest rate determined two (2) Business Days before April 1, 2011 which is equal to the 10- year Federal Reserve H.15 swap rate as of such date plus 1.40% per annum. The principal of a term loan relating to the Note shall be payable semi-annually on each April 1 and October 1, commencing on October 1, 2011. Upon conversion to a term loan, the Owner shall provide an amortization schedule to the Issuer that, with the approval of the Director of Financial Services, such approval not to be unreasonably withheld, shall provide substantially level semi-annual debt service payments until the Maturity Date. If the Post - Conversion Variable Interest Rate is elected, the amortization schedule referred to above shall be calculated using an assumed interest rate equal to the One Month Libor Rate plus 1.78% per annum, calculated as of March 1, 2011. Such amortization schedule shall be attached to the applicable Note as Schedule B. (C) Principal and Interest _Payment Dates. Interest on the Note shall be paid semi-annually on each April 1 and October 1, commencing October 1, 2008. All principal on the Note shall be paid in the manner and to the extent described in Section 5(B) above. (D) Prepayment of the Note. If the Pre -Conversion Interest Rate, the Post - Conversion Variable Interest Rate or the Post -Conversion Fixed Interest Rate with No Prepayment Penalty, is applicable, the Note shall be subject to prepayment on any date at the Temp Reso. #11375 -March 8, 2008 Page 6 Revision #4 — April 15, 2008 option of the Issuer in whole or in part at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, without penalty. If the Post -Conversion Fixed Interest Rate with a Prepayment Penalty is applicable, the Note shall be subject to prepayment on any date at the option of the Issuer in whole or in part at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, plus an Additional Fee. "Additional Fee" means the present value of the difference between (1) the amount that would have been realized by the Owner of the Note on the prepaid amount for the remaining term of the Note at the Post -Conversion Fixed Interest Rate with a Prepayment Penalty (the "Reference Rate"), and (2) the amount that would be realized by the Owner of the Note by reinvesting such prepaid funds for the remaining term of the Note at the Reference Rate, interpolated to the nearest month, as released two (2) Business Days' prior to the prepayment date; both (1) and (2) discounted at this same rate. Should the present value have no value or a negative value, Additional Fee means $0. The Owner of the Note shall provide the Issuer with a statement explaining the calculation of the Additional Fee due, which statement shall, in the absence of manifest error, be conclusive and binding. Partial prepayments may be made according to the same calculation methodology described above. Any partial prepayment shall not postpone the due dates of, or relieve the amounts of, any scheduled installment payments due hereunder. Amounts prepaid hereunder may not be re -borrowed. At least two (2) Business Days prior to the optional prepayment date, written notice of any such prepayment identifying the date of prepayment shall be mailed, postage prepaid to all registered Owners at their respective addresses as they appear upon the registration books of the Issuer; provided, however, that failure to mail such notice to one or more Owners of the Note shall not affect the validity of the proceedings for such optional prepayment with respect to Owners of the Note to which notice was duly mailed hereunder. (E) Form of the Note. The Note is to be in substantially the form set forth in Exhibit A attached hereto, together with such non -material changes as shall be approved by the Mayor and the City Manager, such approval to be conclusively evidenced by the execution thereof by the Mayor and the City Manager. The Note shall be executed on behalf of the Issuer with the manual or facsimile signature of the Mayor and the City Manager and the official seal of the Issuer, be attested with the manual or facsimile signature of the City Clerk, and approved as to form by the City Attorney. In case any one or more of the officers who shall have signed or sealed the Note or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Note so signed and sealed has been actually sold and delivered, such Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Note had not ceased to hold such office. The Note may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Note shall hold the proper office of the Issuer, although, at the date of such Note, such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Note shall be actually sold and delivered. Temp Reso. #11375 -March 8, 2008 Page 7 Revision #4 — April 15, 2008 (F) Original Denomination. The Note shall originally be issued in a single denomination equal to the original principal amount authorized hereunder. (G) Interest Rates Generally. The Interest Rate shall be calculated on a 360-day year basis based upon the actual number of days elapsed. The Interest Rate shall in no event exceed the maximum interest rate permitted by the Act. Section 6: Registration and Exchange of Note- Persons Treated as Owner. The Note is initially registered to the Original Purchaser. So long as the Note shall remain unpaid, the Issuer will keep books for the registration and transfer of the Note. The Note shall be transferable only upon such registration books. Notwithstanding anything herein to the contrary, the Original Purchaser may in the future make transfers or enter into participation agreements or securitization transactions with respect to the Note; provided, however, the Note must be in minimum denominations of $100,000 upon any such transaction. The Person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest on such Note shall be made only to or upon the written order of the Owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid. Section 7: Pa ment of Princi al and Interest Limited Obligation, The Issuer promises that it will promptly pay the principal of and interest on the Note at the place, on the dates and in the manner provided therein according to the true intent and meaning hereof and thereof. The Note is secured by a pledge of and lien upon the Pledged Revenues in the manner and to the extent described herein. The Note shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of Article VII, Section 12 of the Constitution of Florida, but shall be payable solely from the Pledged Revenues in accordance with the terms hereof. No holder of any Note issued hereunder shall ever have the right to compel the exercise of any ad valorem taxing power or taxation of any real or personal property thereon or the use or application of ad valorem tax revenues to pay such Note, or be entitled to payment of such Note from any funds of the Issuer except from the Pledged Revenues as described herein. Section 8: Covenant to Bud et and A ro riate; Establish Debt Service Fund. Subject to the next paragraph, the Issuer covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues, and to deposit into the Debt Service Fund hereinafter created, amounts sufficient to pay principal of and interest on the Note not being paid from other amounts as the same shall become due. Such covenant and agreement on the part of the Issuer to budget, appropriate and deposit such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non - Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated, deposited and actually paid. No lien upon or pledge of such budgeted Non -Ad Valorem Revenues shall be in effect until such monies are budgeted, appropriated and deposited as provided herein. The Issuer further acknowledges and agrees that the obligations of the Issuer to include the amount of any deficiency in payments in each of its annual budgets and to pay such deficiencies from Non -Ad Temp Reso. #11375 -March 8, 2008 Page 8 Revision #4 — April 15, 2008 Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the remedies set forth herein. Until such monies are budgeted, appropriated and deposited as provided herein, such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Issuer from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the holder of the Note a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Issuer. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the prior payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereafter entered into (including the payment of debt service on bonds and other debt instruments). Anything in this Resolution to the contrary notwithstanding, it is understood and agreed that all obligations of the Issuer hereunder shall be payable from the portion of Non -Ad Valorem Revenues budgeted, appropriated and deposited as provided herein and nothing herein shall be deemed to pledge ad valorem taxing power or ad valorem tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the Issuer and no holder of the Note nor any other person, may compel the levy of ad valorem taxes on real or personal property within the boundaries of the Issuer or the use or application of ad valorem tax revenues in order to satisfy any payment obligations hereunder or to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees, or any other Non -Ad Valorem Revenues. The obligation of the Issuer to budget, appropriate, deposit and make payments hereunder from its Non -Ad Valorem Revenues is subject to the availability of Non -Ad Valorem Revenues in the General Fund after the satisfaction of the funding requirements for obligations having an express lien on or pledge of such revenues and the funding requirements for essential governmental services of the Issuer. Notwithstanding any provisions of this Resolution or the Note to the contrary, the Issuer shall never be obligated to maintain or continue any of the activities of the Issuer which generate user service charges, regulatory fees or any Non -Ad Valorem Revenues. Until such monies are budgeted, appropriated and deposited as provided herein, neither this Resolution nor the obligations of the Issuer hereunder shall be construed as a pledge of or a lien on all or any legally available Non -Ad Valorem Revenues of the Issuer, but shall be payable solely as provided herein and is subject in all respects to the provisions of Section 166.241, Florida Statutes, and is subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Issuer. There is hereby created and established the "City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 Debt Service Fund," which fund shall be a trust fund held by the Director of Financial Services, which shall be held solely for the benefit of the holder of the Note. The Debt Service Fund shall be deemed to be held in trust for the purposes provided herein for such Fund. The money in such Fund shall be continuously secured in the same manner as state and municipal deposits are authorized to be secured by the laws of the State of Florida. The designation and establishment of the Debt Service Fund in and by this Resolution shall not be construed to require the establishment of a completely independent, self -balancing fund as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. The Issuer may at any time and from time to time appoint one Temp Reso. #11375 -March 8, 2008 Page 9 Revision #4 — April 15, 2008 or more depositaries to hold, for the benefit of the Noteholder, the Debt Service Fund established hereby. Such depository or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each of such Fund as herein set forth, and all records of such depositary in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agent and employees. Any such depositary shall be a bank or trust company duly authorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and having a combined capital, surplus and undivided profits aggregating not less than fifty million dollars ($50,000,000). Section 9. Apalication of Proceeds of Note; Pro"ect Fund and Re ui ition. All proceeds from the draws on the Note shall be used to finance costs of the Project, capitalize interest through April 1, 2011, and to pay associated costs of issuance (including but not limited to legal and financial advisory fees and expenses) in accordance with the provisions in the next paragraph. The Issuer hereby covenants that it will establish with a depository in the State of Florida, which is a member of the Federal Deposit Insurance Corporation and which is eligible under the laws of the State of Florida to receive municipal funds, and will account for such proceeds by earmarking the monies to be known as the "City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 Project Fund" (the "Project Fund"). The Project Fund established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such Project Fund as herein provided. The designation and establishment of the Project Funds in and by this Resolution shall not be construed to require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such monies as herein provided. Proceeds from all draws on the Note herein authorized shall be deposited, when drawn, into the Project Fund and shall be used as described above. When the acquisitions of the Project has been completed and all acquisition costs have been paid in full, including the payment of capitalized interest for three years following the issuance of the Note, all funds remaining in the Project Fund shall be used to prepay all or a portion of the Note pursuant to Section 5(D) hereof corresponding to the Project. All moneys deposited in said Project Fund shall be and constitute a trust fund created, for the purposes stated, and there is hereby created a lien upon such fund in favor of the holders of the Note until the moneys thereof shall have been applied in accordance with this Resolution. The funds and accounts created and established by this Resolution shall constitute trust funds for the purpose provided herein for such funds. All of such funds, except as hereinafter provided, shall be continuously secured in the same manner as municipal deposits of funds are required to be secured by the laws of the State of Florida. Moneys on deposit to the credit of all funds and accounts created hereunder may be invested pursuant to applicable law and the Issuer's investment policy and shall mature not later than the dates on which such moneys shall be needed to make payments in the manner herein provided. The securities so purchased as an investment of funds shall be deemed at all times to be a part of the account from which the Temp Reso. #11375 -March 8, 2008 Page 10 Revision #4 — April 15, 2008 said investment was withdrawn, and the interest accruing thereon and any profit realized therefrom shall be credited to such fund or account, except as expressly provided in this Resolution, and any loss resulting from such investment shall likewise be charged to said fund or account. Notwithstanding the foregoing, to the extent proceeds from the sale of the Note are so invested and no cash is remaining, the Project Fund shall then constitute all such investments and the above -described depository account shall not be established. On or prior to April 1, 2011, the Issuer may, unless an Event of Default (as such term is defined in Section 15 of this Resolution), or event that with the giving of notice or the passage of time would constitute an Event of Default, then exists, make a Requisition in an amount of $500,000 or more (unless otherwise approved by the Owner in its sole discretion) under the line of credit (unless said draw is made when the amount of the remaining available to be drawn on the Note is less than $500,000, in which case that draw shall be in the amount of the remaining available amount of the line of credit for the purposes stated in the preceding paragraph) in an amount that, when combined with prior Requisitions, shall not exceed the face amount of the Note. Notwithstanding anything herein to the contrary, the $500,000 minimum draw requirement does not apply to draws which fund capitalized interest or costs of issuance of the Note. Such requisition shall be in accordance with the Form of Requisition attached hereto as Exhibit D. An amount drawn on the Note and repaid by the Issuer, may not be redrawn. The Mayor and the Director of Financial Services are hereby authorized to execute the Requisition in order to make draws on the Note for the purpose authorized in this Section 9. Section 10: Amendment. This Resolution shall not be modified or amended in any respect subsequent to the issuance of the Note except with the written consent of all of the Owners of the Note. Section 11: Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Note is intended or shall be construed to give to any Person other than the Issuer and the Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Owner. Section 12: Note Mutilated, Destroyed. Stolen_ or Lost. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and in substitution for such mutilated Note, or in lieu of and in substitution for the Note destroyed, stolen or lost and upon the Owner furnishing the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. The Note so surrendered shall be canceled. Section 13: Impairment of Contract. The Issuer covenants with the Owner of the Note that it will not, without the written consent of the Owner of the Note, enact any ordinance or adopt any resolution which repeals, impairs or amends in any manner adverse to the Owner the rights granted to the Owner of the Note hereunder. Temp Reso. #11375 -March 8, 2008 Page 11 Revision #4 — April 15, 2008 Section 14: Bud et and Financial Information, The Issuer shall provide the Owner of the Note with a copy of its annual budget and capital improvement plan within 30 days of their respective adoption dates and such other financial information regarding the Issuer as the Owner of the Note may reasonably request. The Issuer hereby covenants that it shall promptly give written notice to the Owner of the Note of any litigation or proceeding which if determined adversely to the Issuer would adversely affect the security for the payment of the Note. Not later than 180 days after the close of each fiscal year, the Issuer shall provide the Owner of the Note with its Comprehensive Annual Financial Report including annual financial statements for each fiscal year of the Issuer, prepared in accordance with applicable law and generally accepted accounting principles and audited by an independent certified public accountant. All accounting terms not specifically defined or specified herein shall have the meanings attributed to such terms under generally accepted accounting principles as in effect from time to time, consistently applied. Section 15: Events of Default Remedies of Noteholder. The following shall constitute "Events of Default": (i) if the Issuer fails to pay any payment of principal of or interest on any Note as the same becomes due and payable; (ii) if the Issuer defaults in the performance or observance of any covenant or agreement contained in this Resolution or the Note (other than set forth in (i) above) and fails to cure the same within thirty (30) days following notice thereof; or (iii) filing of a petition by or against the Issuer relating to bankruptcy, reorganization, arrangement or readjustment of debt of the Issuer or for any other relief relating to the Issuer under the United States Bankruptcy Code, as amended, or any other insolvency act or law now or hereafter existing, or the involuntary appointment of a receiver or trustee for the Issuer, and the continuance of any such event for 90 days undismissed or undischarged. Upon the occurrence and during the continuation of any Event of Default, the Owner of the Note may, in addition to any other remedies set forth in this Resolution or the Note, either at law or in equity, by suit, action, mandamus or other proceeding in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted or contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution, or by any applicable statutes to be performed by the Issuer. In case of an Event of Default, upon written declaration of the Owner, the entire debt then remaining unpaid under the Note shall be immediately due and payable. Section 16: Anti -Dilution Test. As a condition precedent to the issuance of any debt or the incurrence of any other obligations which are secured by and/or payable solely from Pledgeable Non -Ad Valorem Revenues, and provided there shall not exist an Event of Default hereunder, the Issuer agrees to deliver to the Owner of the Note a certificate setting forth the calculations of the financial ratios provided below and certifying that it is in compliance with the following: (i) the average of the Pledgeable Non -Ad Valorem Revenues for the two most recent Fiscal Years for which audited financial statements of the Issuer are available is equal to or greater than 2.Ox the projected maximum annual debt service on the proposed debt or obligations and the other debt and obligations secured by and/or payable solely from all or a portion of such Pledgeable Non -Ad Valorem Revenues to be outstanding following the issuance of the proposed debt or obligations; and Temp Reso. #11375 -March 8, 2008 Page 12 Revision #4 - April 15, 2008 1 (ii) the remainder of (A) the Pledgeable Non -Ad Valorem Revenues for the most recent Fiscal Year for which audited financial statements of the Issuer are available, less (B) the product of (1) the quotient of such Pledgeable Non -Ad Valorem Revenues divided by the Non - Enterprise Fund Revenues for such Fiscal Year, multiplied by (II) the Costs of Essential Services for such Fiscal Year, and less (C) the maximum annual debt service on debt and obligations secured by an express lien on all or a portion of the Pledgeable Non -Ad Valorem Revenues to be outstanding following the issuance of the proposed debt or obligations is equal to or greater than 1.1x the Maximum Annual Covenant Debt Service with respect to debt and obligations to be outstanding following the issuance of the proposed debt or obligations. [Pledgeable Non -Ad Valorem Revenues - ((Pledgeable Non -Ad Valorem Revenues = Non - Enterprise Fund Revenues) x (Costs of Essential Services)) - maximum annual debt service secured by lien on Pledgeable Non -Ad Valorem Revenues z 1.1x Maximum Annual Covenant Debt Service]. For purposes of the covenants provided in this Section 16, "maximum annual debt service" (including, without limitation, as used in the definition of "Maximum Annual Covenant Debt Service") shall mean the lesser of the actual maximum annual debt service on such debt and obligations, or 15% of the original par amount thereof. For the purpose of calculating annual debt service on any indebtedness which bears interest at a variable rate, such indebtedness shall be deemed to bear interest at the greater of (1) 1.25 times the most recently published Bond Buyer Revenue Bond 30 Year Index or (ii) 1.25 times actual average interest rate during the prior Fiscal Year of such Issuer. Notwithstanding anything herein to the contrary, the provisions of this Section 16 may be amended, supplemented, or waived from time to time only with the prior written consent of the Owner of the Note. Section 17: Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect any other provision herein or render any other provision (or such provision in any other context) invalid, inoperative or unenforceable to any extent whatever. Section 18: Business Days. In any case where the due date of interest on or principal of a Note is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, provided that credit for payments made shall not be given until the payment is actually received by the Owner. Section 19: Applicable Provisions of Law. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida. Section 20: Rules of Inter retation. Unless expressly indicated otherwise, references to sections or articles are to be construed as references to sections or articles of this instrument as originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "herein before," "hereinafter" and other equivalent words refer to this Resolution and not solely to the particular portion in which any such word is used. Section 21: Captions. The captions and headings in this Resolution are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Resolution. 1 Temp Reso. #11375 -March 8, 2008 Page 13 Revision #4 — April 15, 2008 Section 22: City Commission Members of the Issuer Exempt fro Personal Liabilit . No recourse under or upon any obligation, covenant or agreement of this Resolution or the Note or for any claim based thereon or otherwise in respect thereof, shall be had against any City Commission member of the Issuer, as such, of the Issuer, past, present or future, either directly or through the Issuer it being expressly understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the City Commission member of the Issuer, as such, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and (b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such City Commission member of the Issuer, as such, are waived and released as a condition of, and as a consideration for, the execution of this Resolution and the issuance of the Note, on the part of the Issuer. Section 23: Authorizations:_Budget Adjustments. (A) The Mayor and any member of the City Commission, the City Manager, the City Attorney, the City Clerk, the Director of Financial Services and such other officials and employees of the Issuer as may be designated by the Issuer are each designated as agents of the Issuer in connection with the issuance and delivery of the Note and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Note, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution. (B) The Director of Financial Services or his designee is hereby authorized and empowered to make all budget adjustments to effectuate the intent of this Resolution. Section 24: Repealer. All resolutions or parts thereof in conflict herewith are hereby repealed. Section 25: No Third Party Beneficiaries. Except such other persons as may be expressly described in this Resolution or in the Note, nothing in this Resolution or in the Note, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under and by reason of this Resolution, or any provision thereof, or of the Note, all provisions thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons who shall from time to time be Owners. Section 26. Waiver of Ju Trial. To the extent permitted by applicable law, each of the Issuer and the Bank, knowingly, voluntarily and intentionally waives any right each may have to a Trial by Jury in respect of any litigation between them, whether arising in contract, tort or by statute, based on, or arising out of, under or in connection with the Note or any agreement contemplated to be executed in connection with the Note, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party with respect hereto. This provision is a material inducement to the Bank to loan the proceeds of the Note to the Issuer. Temp Reso. #11375 -March 8, 2008 Page 14 Revision #4 - April 15, 2008 Section 27: Effective Date. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 23d day of April, 2008. (SEAL) ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. �a U L S. GOREN 1'%11417Y ATTORNEY L, CITY OF TAMARAC, FLORIDA ewn Beth Fla nsbaum-Talabisco Mayor RECORD OF COMMISSION VOTE: MAYOR FLANSBAUM-TALABISCO DIST 1: COMM PORTNER DIST 2: COMM ATKINS-GRAD DIST 3: V/M SULTANOF DIST 4: COMM. DRESSLER 2 .� 1 1 1 Temp Reso. #11375 -March 8, 2008 Page 1 Revision #4 -- April 15, 2008 EXHIBIT A [FORM OF NOTE] ANY OWNER SHALL, PRIOR TO BECOMING A REGISTERED OWNER, EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH REGISTERED OWNER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER. April 24, 2008 Lesser of $20,000,000 or the Principal Amount Outstanding Hereunder CITY OF TAMARAC, FLORIDA TAXABLE REDEVELOPMENT REVENUE NOTE, SERIES 2008 KNOW ALL MEN BY THESE PRESENTS that the City of Tamarac, Florida (the "Issuer"), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of SUNTRUST BANK or registered assigns (hereinafter, the "Owner"), the principal sum of $20,000,000 or the principal amount outstanding hereunder, whichever is less, on the dates as hereinafter described, together with interest on the principal balance at the Interest Rate described below, calculated on a 360-day year based upon the actual number of days elapsed; provided, however, that such interest rate shall in no event exceed the maximum interest rate permitted by applicable law. This Note shall have a final Maturity Date of April 1, 2021. The Interest Rate prior to automatic conversion on April 1, 2011 from the line of credit mode to the term loan mode (the "Pre -Conversion Interest Rate") is equal to the One Month Libor Rate plus 1.20% per annum. The One Month Libor Rate is a fluctuating rate of interest equal to the one month London Interbank Offered Rate ("LIBOR") which appears on the Bloomberg Reporting Service (or, if such source is not available, such alternate source as determined by the Owner on the immediately preceding Business Day). The Pre -Conversion Interest Rate will be initially established two (2) Business Days prior to the issuance of this Note. The Pre -Conversion Interest Rate shall adjust on the first day of every month thereafter, to the rate computed as of the next to last Business Day of the previous month, and remain fixed until the next monthly adjustment date. Notwithstanding anything herein to the contrary, any interest rate adjustment date referred to above which would otherwise fall on a day that is not a Business Day, such adjustment date will be the immediately succeeding Business Day. 125233/001/00229883.DOCv6 ) Exhibit A-1 Temp Reso. #11375 -March 8, 2008 Page 2 Revision #4 - April 15, 2008 Interest shall be payable to the Owner on each April 1 and October 1, commencing on October 1, 2008. No principal payments on this Note are required while this Note is in the line of credit mode. On April 1, 2011, conversion from the line of credit mode to the term loan mode shall automatically occur without further action of the Issuer. On March 1, 201.1 (the "Election Date"), the Director of Financial Services shall notify the Owner of this Note in writing as to which interest rate method it wants to apply to this Note during the term loan mode effective April 1, 2011, and can choose from any of the following: (i) the Post -Conversion Variable Interest Rate; (ii) the Post -Conversion Fixed Interest Rate with a Prepayment Penalty; or (iii) the Post -Conversion Fixed Interest Rate with No Prepayment Penalty (the chosen interest rate method is hereinafter referred to as the "Post -Conversion Interest Rate"). The "Post -Conversion Variable Interest Rate" means a variable interest rate equal to the One Month Libor Rate plus 1.78% per annum, and if elected, reference to such formula will be evidenced on Schedule A to be attached to this Note. The Post -Conversion Variable Interest Rate, if elected, will initially be established two (2) Business Days prior to April 1, 2011. The Post -Conversion Variable Interest Rate shall adjust on the first date of every month thereafter, to the rate computed as of the next to last Business Day of the previous month, and remain fixed until the next monthly adjustment date. Notwithstanding anything herein to the contrary, any date referred to above where the Post -Conversion Variable Interest Rate adjusts which would otherwise fall on a day that is not a Business Day, such adjustment date will be the immediately succeeding Business Day. The "Post -Conversion Fixed Interest Rate with a Prepayment Penalty" means a fixed interest rate determined two (2) Business Days before April 1, 2011 which is equal to the 10-year Federal Reserve H.15 swap rate as of such date plus 1.29% per annum, and, if elected, the actual rate will be evidenced on Schedule A to be attached to this Note. The "Post -Conversion Fixed Interest Rate with No Prepayment Penalty" means a fixed interest rate determined two (2) Business Days before April 1, 2011 which is equal to the 10-year Federal Reserve H.15 swap rate as of such date plus 1.40% per annum, and, if elected, the actual rate will be evidenced on Schedule A to be attached to this Note. The principal of this term loan shall be payable semi. -annually on each April 1 and October 1, commencing on October 1, 2011. Upon conversion to term loan mode, the Owner shall. provide an amortization schedule to the Issuer that, with the approval of the Director of Financial Services, such approval not to be unreasonably withheld, shall provide substantially level semi-annual debt service payments until the Maturity Date. If the Post -Conversion Variable Interest Rate is elected, the amortization schedule referred to above shall be calculated (25233/001/00229883.DOCv6} Exhibit A-2 Temp Reso. #11375 -March 8, 2008 Page 3 Revision #4 - April 15, 2008 using an assumed interest rate equal to the One Month Libor Rate plus 1.78% per annum, calculated as of March 1, 2011. Such amortization schedule shall be attached to this Note as Schedule A. A final payment in the amount of the entire principal balance, together with all accrued and unpaid interest hereon, shall be due and payable in full on the Maturity Date. If the Pre -Conversion Interest Rate, the Post -Conversion Variable Interest Rate or the Post -Conversion Fixed Interest Rate with no Prepayment Penalty, is applicable, this Note shall be subject to prepayment on any date at the option of the Issuer in whole or in part on any date at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, without penalty. If the Post -Conversion Fixed Interest Rate with a Prepayment Penalty is applicable, this Note shall be subject to prepayment on any date at the option of the Issuer in whole or in part at a price equal to the principal amount thereof to be prepaid, plus accrued interest to the date fixed for prepayment, plus an Additional Fee. "Additional Fee" means the present value of the difference between (1) the amount that would have been realized by the Owner of this Note on the prepaid amount for the remaining term of this Note at the Post -Conversion Fixed Interest Rate with a Prepayment Penalty (the "Reference Rate"), and (2) the amount that would be realized by the Owner of this Note by reinvesting such prepaid funds for the remaining term of this Note at the Reference Rate, interpolated to the nearest month, as released two (2) Business Days' prior to the prepayment date; both (1) and (2) discounted at this same rate. Should the present value have no value or a negative value, Additional Fee means $0. The Owner of this Note shall provide the Issuer with a statement explaining the calculation of the Additional Fee due, which statement shall, in the absence of manifest error, be conclusive and binding. Partial prepayments may be made according to the same calculation methodology described above. Any partial prepayment shall not postpone the due dates of, or relieve the amounts of, any scheduled installment payments due hereunder. Amounts prepaid hereunder may not be re -borrowed. At least two (2) days prior to the optional prepayment date, written notice of any such prepayment identifying the date of prepayment shall be mailed, postage prepaid to all registered Owners at their respective addresses as they appear upon the registration books of the Issuer; provided, however, that failure to mail such notice to one or more Owners of the Note shall not affect the validity of the proceedings for such optional prepayment with respect to Owners of the Note to which notice was duly mailed hereunder. If any date for the payment of principal and interest hereon shall fall on a day which is not a Business Day (as defined in the Resolution hereinafter defined) the payment due on such 125233/001/00229883.DOCv61 Exhibit A-3 Temp Reso. #11375 -March 8, 2008 Page 4 Revision #4 — April 15, 2008 date shall be due on the next succeeding day which is a Business Day, but the Issuer shall not receive credit for the payment until it is actually received by the Owner. All payments by the Issuer pursuant to this Note shall apply first to accrued interest, then to other charges due the Owner, and the balance thereof shall apply to principal. THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH NOTEHOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN OR USE OR APPLICATION OF AD VALOREM TAX REVENUES OF THE ISSUER FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Note is issued pursuant to the Constitution of the State of Florida, Chapter 166, Part II, Florida Statutes, the municipal charter of the Issuer and a resolution duly adopted by the Issuer on April 23, 2008, as amended and supplemented from time to time (herein referred to as the "Resolution"), and is subject to all the terms and conditions of the Resolution. All terms, conditions and provisions of the Resolution including, without limitation, remedies in the Event of Default are by this reference thereto incorporated herein as a part of this Note. Payment of the Note is secured by a pledge of lien upon the Pledged Revenues, in the manner and to the extent described in the Resolution. Terms used herein in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Note shall initially be issued as a line of credit in an amount not to exceed $20,000,000, which shall be subject to conversion to a term loan as described above, and the Issuer promises to pay the Owner interest on amounts outstanding from the date funds are drawn at the Interest Rate described above, but in no event shall it exceed the maximum interest rate permitted by applicable law. No principal payments on this Note are required until the final maturity date. The Issuer may make draws on this Note until and including April 1, 2011. Draws under this Note, unless an Event of Default, or event that with the giving of notice or the passage of time would constitute an Event of Default, then exists, may be made in the manner prescribed in the Resolution. This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the Issuer and in the manner provided in the Resolution. Upon the occurrence of an Event of Default, the Owner may declare the entire debt then remaining unpaid hereunder immediately due and payable; and in any such default and acceleration, the Issuer shall also be obligated to pay as part of the indebtedness evidenced by {25233/001/00229883. POCv6j Exhibit A-4 Temp Reso. #11375 -March 8, 2008 Page 5 Revision #4 - April 15, 2008 this Note, all costs of collection and enforcement hereof, including such fees as may be incurred on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist, including specifically but without limitation, claims, disputes and proceedings seeking adequate protection or relief from the automatic stay. The Issuer to the extent permitted by law hereby waives presentment, demand, protest and notice of dishonor. This paragraph concerns the resolution of any controversies or claims between the Issuer and the Owner, whether arising in contract, tort, or by statute, that arise out of or relate to this Note (including any renewals, extensions or modifications) (collectively a "Claim"). The Issuer and the Owner by its acceptance of this Note and the benefits hereof, irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. [Remainder of page intentionally left blank] {25233/001/00229883.DOCv6} Exhibit A-5 Temp Reso. #11.375 -March 8, 2008 Page 6 Revision #4 — April 15, 2008 IN WITNESS WHEREOF, the City of Tamarac, Florida has caused this Note to be executed in its name by the manual signature of its Mayor and City Manager, attested by the manual signature of its City Clerk, and approved as to form by the manual signature of its City Attorney, and its seal to be impressed hereon, all as of this 24th day of April, 2008. (SEAL) CITY OF TAMARAC, FLORIDA Bv: Name: Beth Flansbaum-Talabisco Title: Mayor By: _ Name Title: Jeffrey L. Miller City Manager ATTESTED AND COUNTERSIGNED APPROVED AS TO FORM Name: Marion Swenson, CMC Title: City Clerk Bv: Name: Samuel S. Goren Title: City Attorney { 25233/001 /00229883. DOC v 6l Exhibit A-6 Temp Reso. #11375 -March 8, 2008 Page 1 ReOsion #4 — April 15, 2008 SCHEDULE A (To be completed at time of conversion to term mode) PRINCIPAL AMORTIZATION Issuer's Outstanding Date of Principal Initials Principal Principal Transaction Advance (not required) Prepayments Balance ��— $ $ $ $ $ $ INTEREST RATE POST -CONVERSION Post -Conversion Variable Interest Rate [N/A or describe formula] Post -Conversion Fixed Interest Rate with a Prepayment Penalty [N/A or _%] Post -Conversion Fixed Interest Rate with No Prepayment Penalty [N/A or _%] 125233/001 /00229883.DOCv6l Schedule I-1 Temp Resq. #11375 -March 8, 2008 Page 1 Revision #4 - April 15, 2008 EXHIBIT B FORM OF PURCHASER'S CERTIFICATE This is to certify that SunTrust Bank (the "Purchaser") has not required the City of Tamarac, Florida (the "Issuer") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either, financial or otherwise) of the Issuer in connection with the issuance of the not to exceed $20,000,000 City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 (the "Note"), and no inference should be drawn that the Purchaser, in the acceptance of said Note, is relying on Bond Counsel or Issuer's Counsel as to any such matters other than the legal opinions rendered by Bond Counsel, Bryant Miller Olive P.A. and by Issuer's Counsel, Goren, Cherof, Doody & Ezrol, P.A. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. R-2008-� adopted by the City Commission of the Issuer on April 23, 2008 (the "Resolution"). We are aware that investment in the Note involves various risks, that the Note is not a general obligation of the Issuer or payable from ad valorem tax revenues, and that the payment of the Note is secured solely from the sources described in the Resolution (the "Note Security"). We have made such independent investigation of the Note Security as we, in the exercise of sound business judgment, consider to be appropriate under the circumstances. In making our investment decision, we have relied upon the accuracy of information which has been provided to us by the Issuer. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our investment in the Note and can bear the economic risk of our investment in the Note. We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 51.7.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the Issuer, Bond Counsel nor Issuer's Counsel shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing the Note as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Note may not be transferred in a denomination less than $100,000 in any circumstances. 125233/001/00229883.DOCv61 Exhibit B-1 Temp Reso. #11375 -March 8, 2008 Page 2 Revision #4 - April 15, 2008 We are a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. We are a national bank under the laws of the United States of America. We are an "accredited investor" within the meaning of the Securities Act of 1933,.as amended, and Regulation D thereunder. DATED this 2411, of April, 2008, SUNTRUST BANK By: Name: Shawn P. Sackman Title: Vice President 125233/001/00229883.DOCv6l Exhibit B-2 Temp Reso. #11375 -March 8, 2008 Page 1 Revision #4 — April 15, 2008 EXHIBIT C FORM OF DISCLOSURE LETTER Following a competitive selection process and in response to the City's Request for Proposals dated March 31, 2008, the undersigned, as purchaser, proposes to negotiate with the City of Tamarac, Florida (the "Issuer") for the private purchase of its City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 (the "Note") in the principal amount of not to exceed $20,000,000. Prior to the award of the Note, the following information is hereby furnished to the Issuer: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to us (the "Bank") in connection with the issuance of the Note (such fees and expenses to be paid by the Issuer): $3,500 Purchaser's Counsel Adorno & Yoss, LLP 2. (a) No other fee, bonus or other compensation is estimated to be paid by the Bank in connection with the issuance of the Note to any person not regularly employed or retained by the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Bank, as set forth in paragraph (1) above: None (b) No person has entered into an understanding with the Bank, or to the knowledge of the Bank, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Bank or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Note. 3. The amount of the underwriting spread expected to be realized by the Bank is $0. 4. The management fee to be charged by the Bank is $0. 5. Truth -in -Banding Statement: The Note is being issued primarily to finance the cost of acquisition of real property within the City to be used for community redevelopment purposes. 125233/001 /00229883.DOCv6} Exhibit C-1 Temp Reso. #11375 -March 8, 2008 Page 2 Revision #4 — April 15, 2008 Unless earlier redeemed and assuming all proceeds of the Note are drawn on the date hereof, the Note is expected to be repaid by April 1, 2021; at an estimated interest rate of % until April 1, 2011. and _% thereafter, assuming all proceeds are drawn on the delivery day of the Note and based on an assumed amortization scheduled that approximates level annual debt service following April 1, 2011, total interest paid over the life of the Note is estimated to be $ The Note will be payable solely from a covenant to budget and appropriate from Non - Ad Valorem Revenues sufficient to make such payments, appropriated and deposited as described in Resolution No. R-2008- of the Issuer adopted on April 23, 2008 (the 'Resolution"). See the Resolution for a definition of Non -Ad Valorem Revenues. Based on the above assumptions, issuance of the Note is estimated to result in a maximum of approximately $ of revenues of the Issuer not being available to finance the services of the Issuer during the life of the Note. 6. The name and address of the Bank is as follows: SunTrust Bank Institutional and Government Mail Code FL-FTL-1.073 515 East Las Olas Boulevard, 7th Floor Fort Lauderdale, Florida 33301 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf of the Bank this 241h day of April, 2008. SUNTRUST BANK By: Name: Shawn P. Sackman Title: Vice President 125233/001 /00229883.DOCv6} Exhibit C-2 Temp Reso. #11375 -March 8, 2008 Page 1 Revision #4 — April 15, 2008 EXHIBIT D FORM OF REQUISITION City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 REQUISITION FOR PAYMENT Amount Requested: $ Total Disbursements to Date: $ 1. The Issuer hereby certifies that proceeds from this Requisition have been or will be used for lawful purposes for the Project (as defined in the resolution of the City of Tamarac, Florida adopted on April 23, 2008 relating to the above -referenced Note (the 'Resolution")) and has not been the basis of any previous disbursement; 2. The Issuer hereby certifies that no Event of Default, or event that with the giving of notice or the passage of time would constitute an Event of Default, exists; and 3. Unless otherwise noted, all capitalized terms herein shall have the meanings assigned to them in the Resolution. 4. Please [deposit the funds to] [oar wire the funds to] [Account # or Wire Instructions to be supplied]. This day of 20—. APPROVED BY: SUNTRUST BANK, as Owner of City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 Z Authorized Representative CITY OF TAMARAC, FLORIDA By: Title: Mayor By: Title: Director of Financial Services 125233/001/00229883. DQCv6 } Exhibit D-1 CERTIFICATE AS TO PUBLIC MEETINGS AND NO CONFLICT 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 $20,000,000 City of Tamarac, Florida Taxable Redevelopment Revenue Note, Series 2008 will have purchased said Note 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 Note, 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 SunTrust Bank which is the business entity purchasing the Bonds from the Issuer, IN WI'T'NESS WHEREOF we have_ArJr •_a -..w --rr-r --, .____,_:.. li.,.a -3_-- of April, 2008. l (25233/001/00235348.D0Cv2( $20,000,000 CITY OF TAMARAC, FLORIDA TAXABLE REDEVELOPMENT REVENUE NOTE, SERIES 2008 CLOSING DOCUMENTS 1. Opinion of Bryant Miller Olive P.A., Note Counsel 2. Opinion of Goren, Cherof, Doody & Ezrol, P.A., City Attorney 3. Certificate of Delivery and Authority to Draw 4. Receipt for Note 5. Certificate as to Public Meetings and No Conflict of Interest 6. Certificate of City as to Signatures, No Litigation and Other Matters 7. Certificate of Incumbency 8. Certified copy of Resolution No. R-2008-_ adopted on April 23, 2008 (including excerpt of minutes) 9. (a) Disclosure Letter (b) Purchaser's Certificate 10. Specimen Note 11. (a) Notice of Sale to Division of Bond Finance (b) Bond Finance Forms 2003 and 2004-B 12. Certificate re: Interest Rate 13. Anti -Dilution Test Certificate 14. (a) Form of Requisition (b) Requisition No. 1 15. Closing Transfers Memorandum 16. Final Numbers (25233/001 /00235343.DDCv2l Distribution: (2) City of Tamarac, Florida (send to Director of Financial Services) (1) Bryant Miller Olive P.A. (1) Goren, Cherof, Doody & Ezrol, P.A. (1) D.A. Davidson & Co. (1) SunTrust Bank (1) Adorno & Yoss, LLP {25233/001/00235343.DOCv2) 2