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HomeMy WebLinkAboutCity of Tamarac Resolution R-99-178Temp. Reso. #8676 July 1, 1999 Pagel CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-99,1 7? A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE REPLACEMENT OF RESOLUTION 98-156 PREVIOUSLY ADOPTED ON MAY 27, 1998, WITH REVISED RESOLUTION 98-156 IDENTIFIED AS "ATTACHMENT A" TO CORRECT MIS -NUMBERED SECTIONS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND ORIGINAL EFFECTIVE DATE. WHEREAS, Resolution 98-156 was adopted on May 27, 1998; and WHEREAS: Resolution 98-156 contained mis-numbered sections; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the bas4. interest of the citizens and residents of the City of Tamarac to approve the substitution of this revised Resolution 98-156 identified as "Attachment A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and is hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to substitute Resolution 98-156 (Attachment A) as revised to correct the mis- i] I- - Temp. Reso. #8676 July 1, 1999 Page2 numbered sections, in place of original Resolution 98-156. The original effective date of May 27, 1998 remains in force. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. PASSED, ADOPTED AND APPROVED this ATTEST: CAROL GOLD, /AAE ,I-p'�R� BY CERTIFY that I hav Aa ro ed t�RESMTIODIas to form / 'V` day of 1 1999. RECORD OF COMMISSION MAYOR SCHREIBER�„r„,, DIST 1: COMM._PORTN [MST 2: . V/M MISHKJN DIST 3: COMM. Su�.T ►N�..,,� FIST 4: COMM. ROBE ATTACHMENT A 16 May 21, 1998 Revised May 21, 1998 CITY OF TAMARAC, FLORIDA RESOLUTION NO. 98-156 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, ENTITLED: "A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $15,000,000 REVENUE BONDS OF THE CITY OF TAMARAC, FLORIDA, TO FINANCE THE REPAIR AND RESURFACING OF PUBLIC ROADWAYS, MEDIAN BEAUTIFICATION AND OTHER IMPROVEMENTS TO SUCH ROADWAYS WITHIN THE CITY; PROVIDING FOR THE ISSUANCE OF SAID REVENUE BONDS, AND THE RIGHTS, SECURITY AND REMEDIES OF THE HOLDERS THEREOF; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE HEREOF." WHEREAS, the City Commission of the City of Tamarac (the "City") is a Municipality within the scope of Florida Chapter 166 (the "Act"), and authorized to adopt this Resolution pursuant to the Act, and other applicable provisions of law; and WHEREAS, the Act authorizes the City to issue revenue bonds for the Project (as defined herein); and WHEREAS, the City deems it to be in the best financial and economic interests of the City and the public to fund said Project as set forth in this Resolution; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AS FOLLOWS: OR063891: I �-76 Temp Reso #mil May 21, 1998 Revised May 21, 1998 ARTICLE I DEFINITIONS, AUTHORITY AND FINDINGS; RESOLUTION CONSTITUTES A CONTRACT SECTION 1.1 DEFINITIONS. As used in this Resolution, the following terms shall have the meanings as provided: "Act" shall mean Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provisions of law. "Additional Parity Bonds" shall have the meaning given in Section 3.4(F)(iv) hereof. "Additional Pledged Revenues" shall mean any revenues, other than those revenues pledged pursuant to this Resolution, that may hereafter be pledged by the City for the payment of Bonds by subsequent proceedings of the City, provided, however, that the City shall have received an opinion of Bond Counsel or the City Attorney to the effect that such source of revenue is legally available to be pledged as security for the Bonds and the City has full authority to pledge said revenues. "Annual Debt Service Requirement" shall mean the amount required to be deposited during any Fiscal Year into the Interest Account, the Principal Account and the Bond Redemption Account as provided in this Resolution. "Bond Counsel" shall mean a nationally recognized firm of attorneys -at -law selected by the City and experienced in the financing of capital projects for governmental units through the issuance of tax-exempt revenue bonds under the exemption provided under Section 103(a) of the Code. "Bonds" shall mean the up to $15 million of Revenue Bonds, Series 1998 ("Series 1998 Revenue Bonds") authorized to be issued pursuant to this Resolution. together with any Additional Parity Bonds hereafter issued pursuant to this Resolution. "Bondholder," "Holder," "Holder of Bonds" or "Owner" or anv similar term, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds. "City" shall mean the City of Tamarac, Florida. "Code" shall mean the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein shall be deemed to include, if applicable, temporary or proposed regulations, revenue rulings and proclamations issued or amended with respect thereto. and any OR06389111 2 w• A, Temp Reso 98-2219 May 21, 1998 Revised May 21, 1998 applicable rules and regulations promulgated under the Internal Revenue Code of 1954, as amended. by the Treasury Department or Internal Revenue Service of the United States. "Fiscal Year" shall mean that period commencing on October 1 and continuing to and including the next succeeding September 30, or such other annual period as may be prescribed by law. "Interest Payment Date" shall mean, for each Series of Bonds, such dates of each Fiscal Year on which interest on such Series of Bonds is payable, as set forth in the proceedings of the City providing for the issuance of such Series of Bonds. "Maximum Annual Debt Service" shall mean. at any time, the greatest Annual Debt Service Requirement in the then current or any succeeding Fiscal Year. "Moody's" shall mean Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency. "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the City and approved by each Municipal Bond Insurer. "Municipal Bond Insurance Policy" shall mean an insurance policy issued for the benefit of the Holders of any Bonds, pursuant to which the issuer of such insurance policy shall be obligated to pay when due the principal of and interest on such Bonds to the extent of anv deficiency in the amounts in the funds and accounts held under this Resolution, in the manner and in accordance with the terms provided in such Municipal Bond Insurance Policy. "Municipal Bond Insurer" shall mean the provider of a Municipal Bond Insurance Policy. "Outstanding" when used with reference to the Bonds, shall mean. as of any date of determination, all Bonds theretofore authenticated and delivered except: (1) Bonds theretofore canceled by the Registrar or delivered to the Registrar for cancellation; (2) Bonds which are deemed paid and no longer Outstanding as provided herein: (3) Bonds in lieu of which other Bonds have been issued pursuant to the provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory to the Registrar has been received that any such Bond is held by a bona fide purchaser; and OR063891:1 3 Temp Reso May 21, 1998 Revised May 21, 1998 (4) Bonds to which a Municipal Bond Insurer shall have been subrogated until such subrogation rights have been extinguished in accordance with law. "Paying Agent" shall mean any bank or trust company or any successor bank or trust company appointed by the City to act as Paying Agent hereunder. "Permitted Investments" shall mean, to the extent permitted by law: (A) For purposes other than investments in escrow accounts and investing and receiving credit for accrued and capitalized interest or for purposes of defeasance of any Series of Bonds- (i) cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (ii) below); (ii) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; (iii) obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America: Export - Import Bank, Farmers Home Administration, General Services Administration, U.S. Maritime Administration, Small Business Administration, Government National Mortgage Association (GNMA), U.S. Department of Housing & Urban Development (PHA's), Federal Financing Bank, and Federal Housing Administration; (iv) bonds, notes or other evidences of indebtedness rated "AAA" by Standard and Poor's and "Aaa" by Moody's issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation with remaining maturities not exceeding three years; (v) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "A-1" or "A-1+" by Standard and Poor's and "P-1" by Moody's and maturing no more than 360 days after the date of purchase. For purposes hereof, ratings on holding companies shall not be considered as the rating of the bank; (vi) commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by Standard and Poor's and "PA" by Moody's and which matures not more than 270 days after the date of purchase; OR063891:1 4 367� Temp Reso #8-2 � May 21, 1998 Revised May 21, 1998 (vii) investments in a money market fund rated "AAAm" or "AAAm--G" by Standard and Poor's and rated in the two highest categories by Moody's; (viii) prefunded municipal obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (1) which are rated, based on the escrow, in the highest rating category of Standard and Poor's and Moody's, or any successors thereto: or (2) which are fully secured as to principal and interest and redemption premium. if any, by a fund consisting only of cash or obligations described in paragraph (ii) above, which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (3) which fund is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above. as appropriate_ (ix) investment agreements approved in writing by each Municipal Bond Insurer (supported by appropriate opinions of counsel) with notice to Standard and Poor* s and Moody's; (x) certificates of deposit properly secured at all times by collateral security described in either or both of paragraphs (1) and (2) of this definition or in the collateral provisions of Chapter 280, Florida Statutes, as amended, and issued by commercial banks, savings and loan associations or mutual savings banks chartered by the State or the United States of America, and bank trust receipts issued by commercial bank or trust companies chartered by the State or the United States of America upon any securities described in paragraph (1) of this definition; (xi) the following investments fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (A) certificates of deposit. OR063891.1 R Temp Reso 98t#9 May 21, 1998 Revised May 21, 1998 (B) savings accounts, (C) deposit accounts, or (D) depository receipts of a bank, savings and loan association or mutual savings bank; (xii) units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, as amended, or any similar common trust fund which is established pursuant to State law as a legal depository of public moneys; (xiii) other forms of investments approved in writing by each Municipal Bond Insurer with notice to Standard and Poor's and Moody's; and (B) for purposes of defeasance, investments in refunding escrow accounts, and for the purpose of investing and receiving premium credit for accrued and capitalized interest, only those investments described in (i) and (ii) above. "Pledged Revenues", shall mean the Sales Tax Revenues and any Additional Pledged Revenues. "Project" shall mean one or more municipal capital projects to be financed or refinanced, in whole or in part, by a Series of Bonds and identified as such in the resolution authorizing the issuance of said Bonds. For purposes of this Resolution the Project means the repair and resurfacing of public roadways within the City; median beautification and other improvements to such roadways, provided that no such improvements (or contract relating thereto) shall individually involve a cost to the City in excess of two and one-half percent (2'/z%) of the then current general fund and enterprise fund budgets of the City; the costs and fees associated with the issuance of the Bonds. funding a reserve fund and funding capitalized interest with respect thereto. "Registrar" shall mean a bank or trust company or any successor bank or trust company appointed by the City to act as Registrar hereunder and any successor thereto. "Reserve Account insurance Policy" shall mean the insurance policy, surety bond or other acceptable evidence of insurance, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or securities on deposit therein. The issuer providing such Reserve Account Insurance Policy shall be an insurance company, corporation or financial institution authorized to issue a Reserve Account Insurance Policy whose policy, security or other evidence of insurance results in the rating of the municipal obligations secured thereby to be rated in one of the two highest rating categories of both Moody's and Standard & Poor" s. "Reserve Account Letter of Credit" shall mean the irrevocable, transferable letter of credit. if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or OR063891:1 6 g(,"7( Temp Reso #82" May 21, 1998 Revised May 21. 1998 securities on deposit therein. The issuer providing such letter of credit shall be a banking association, bank or trust company or branch thereof whose letter of credit results in the rating of municipal obligations secured by such letter of credit to be rated in one of the two highest rating categories of both Moody's and Standard & Poor's. "Reserve Requirement" shall mean the lesser of (i) Maximum Annual Debt Service, or (ii) 10% of the original principal amount of the Bonds, or (iii) 125% of Average Annual Debt Service; provided however, that the Reserve Requirement for the Series 1998 Bonds may be initially funded at a level such that interest earnings on the Debt Service Reserve Account, retained therein, will result in accrual of monies on deposit equal to the Debt Service Reserve Requirement within two years from the date of issuance of the Series 1998 Bonds and such funding and accrual of interest will satisfy the Reserve Requirement for such two-year period. "Resolution" shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the terms hereof. "Sales Tax Revenues" shall mean the proceeds derived by the City from the local government half -cent sales tax levied and collected pursuant to Chapter 212, Part I, Florida Statutes, and distributed to the City pursuant to Chapter 218, Part VI, Florida Statutes, as amended, and to the extent provided in any supplemental resolution of the City, any additional sales tax revenues distributed to the City. "Serial Bonds" shall mean the Bonds of a Series which shall be stated to mature in annual installments but not including Term Bonds. "Series" shall mean all of the Bonds authenticated and delivered on original issuance and pursuant to this Resolution or any supplemental resolution authorizing such Bonds as a separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof, regardless of variations in maturity, interest rate or other provisions. "Series 1998 Bonds" shall mean the initial Series of Bonds issued under and pursuant to this Resolution. "Standard and Poor's" shall mean Standard and Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., its successors and assigns, and if Standard and Poor's shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency. "Standard and Poor's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the City and approved by each Municipal Bond Insurer. OR063891:1 7 !mj Temp Reso 4*921* May 21, 1998 Revised May 21, 1998 "State" shall mean the State of Florida. "Term Bonds" shall mean the Bonds of any Series which shall be stated to mature on one date and for the amortization of which payments are required to be made into the Bond Redemption Account in the Sinking Fund. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. SECTION 1.2 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 1.3 FINDINGS. It is hereby ascertained, determined and declared: (A) That it is necessary for the health, safety and economic welfare of the City and its inhabitants that the Bond proceeds be expended for the Project in the manner provided in this Resolution. (B) That the Pledged Revenues are not pledged and encumbered in any manner; and it is deemed necessary and advisable to pledge such Pledged Revenues to the payment of the principal of and interest and premium, if any, on the Bonds authorized herein. (C) That the estimated Pledged Revenues to be derived in each year hereafter will be sufficient to pay the principal of and interest and premium, if any, on the Bonds, as the same become due and payable, and all sinking fund, reserve and other payments provided for in this Resolution. (D) That the principal of and interest on the Bonds, and all of the reserve, sinking fund and other payments provided for in this Resolution will be secured equally and ratably by a lien on and pledge of the Pledged Revenues all as provided herein; and the ad valorem taxing power of the City, or the taxation of real or personal property in the City or the application of any other funds of the City have not been authorized to pay the principal of and interest and premium, if any, on the Bonds, or to make any of the reserve, sinking fund or other payments provided for in this Resolution, and the Bonds shall not constitute a debt of the City or be a lien upon any other property whatsoever of the City. (E) That the cost of the Project shall be deemed to include, but shall not be limited to. the cost of any lands or real estate, including easements or other interests therein, or any other property, real or personal, as determined by the City to be necessary therefor; discount on the sale of the Bonds, if any; capitalized interest on the Bonds for a period to be determined by the City in a manner provided by law; deposits to be made in the Debt Service Reserve Account for the Bonds or such other funds or accounts as may be provided herein, if any; administration expenses; bond insurance OR063891:1 Temp Reso #9 May 21, 1998 Revised May 21, 1998 premiums or surety or letter or credit fees; expenses for engineers; legal expenses; expenses for fiscal agents or financial services; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; expenses of making rebate calculations; and such other expenses as may be necessary or incidental to the acquisition and construction of the Project. (F) That the Bonds may be issued at one time or from time to time as determined by the City. SECTION 1.4 RESOLUTION CONSTITUTES„C=RACT. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City and such Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS SECTION 2.1 AUTHORIZATION OF BONDS. Subject and pursuant to the provisions of this Resolution, Bonds of the City to be known as "City of Tamarac, Florida Revenue Bonds, Series 1998", are hereby authorized to be issued in the aggregate principal amount of not exceeding Fifteen Million Dollars ($15,000,000) for the purpose of financing the repair and resurfacing of public roadways in the City, and paying the costs of issuance, funding a reserve fund and funding capitalized interest with respect to the Bonds, which Bonds may be issued all at one time or from time to time in one or more Series, and if in Series, may be dated, numbered. and designated as to Series, all as shall be determined by subsequent resolution of the City. The Bonds may, if and when authorized by the City pursuant to this Resolution. be issued in one or more Series, with such further appropriate particular designations added to or incorporated in such title for the Bonds of any particular Series as the City may determine and as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond shall bear upon its face the designation so determined for the Series to which it belongs. The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America on such dates; all as determined by this Resolution or subsequent Resolution of the City. OR063891:1 9 Temp Reso May 21, 1998 Revised May 21, 1998 The Bonds shall be issued in such denominations and such form, whether coupon or registered; shall be dated such date; shall bear such numbers; shall be payable at such place or places; shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature in such years and amounts; shall provide that the proceeds thereof be used in such manner; all as determined by this Resolution or subsequent resolution of the City. The City may issue Bonds which may be secured by a Municipal Bond Insurance Policy all as shall be determined by this or subsequent resolution of the City. SECTION 2.2 DESCRIPTION OF BONDS. Unless otherwise specified by the City in subsequent proceedings, the Bonds of a Series shall be payable, with respect to interest, principal and premium, if any, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts; shall be issued in the form of fully registered Bonds; shall be dated as determined by subsequent resolution of the City relating to the issuance of such Series of Bonds; shall bear interest from their date at a rate not exceeding the legal rate per annum, with interest mailed to the registered Holder thereof by the Paying Agent at the address shown on the registration books of the City held by the Registrar at the close of business on the 15th day of the calendar month preceding an Interest Payment Date, provided. however. that if such 15th day is a Saturday, Sunday or holiday, then to the registered Holder and at the registered address shown on the registration books of the City at the close of business on the day next preceding such 15th day of the month which is not a Saturday, Sunday or holiday, shall be lettered and shall be numbered in such manner as may be prescribed by the Registrar; shall be in the denomination of $5,000 or any integral multiple thereof, and shall mature on such dates, in such years and in such amounts, all as provided for by subsequent resolution of the City. The Bonds issued hereunder may be Serial Bonds or Term Bonds and may be capital appreciation bonds, capital appreciation and income bonds and option bonds, as determined by subsequent resolution of the City. SECTION 2.3 REDEMPTION PROVISIONS. The Bonds of each Series may be subject to redemption prior to maturity at such times, at such redemption prices and upon such terms in addition to the terms contained in this Resolution as may be determined by subsequent resolution of the City. SECTION 2.4 EXECUTION OF BONDS. Said Bonds shall be signed in the name of the City by the Mayor of the City and its seal shall be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk of the City. The signatures of said Mayor and City Clerk on said Bonds may be manual or facsimile signatures. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually sold and delivered. such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed and sealed such OR063891:1 10 Temp Reso #�9� May 21. 1998 Revised May 21. 1998 Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the City by such person as at the actual time of the execution of such Bond shall hold the proper office. although at the date of such Bonds such person may not have held such office or may not have been so authorized. The Bonds of each Series shall bear thereon a certificate of authentication, in the form set forth in Section 2.9 of this Resolution, executed manually by the Registrar. Only such Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Registrar. Such certificate of the Registrar upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered under this Resolution and that the Holder thereof is entitled to the benefits of this Resolution. In the event any Series of Bonds are validated, a validation certificate shall be placed on the back of the Bonds and signed with the manual or facsimile signatures of the Mayor and City Clerk, and the City may adopt and use for that purpose the facsimile signature of any person who shall have been such Mayor and City Clerk at any time on or after the date of said Bonds, notwithstanding that he may have ceased to be such Mayor or City Clerk at the time when said Bonds shall be actually delivered. SECTION 2.5 NEGOTIABILITY. REGISTRATION AND CANCELLATION. At the option of the registered Holder thereof and upon surrender thereof at the principal corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Holder or his duly authorized attorney and upon payment by such Holder of any charges which the Registrar or the City may make as provided in this Section. the Bonds may be exchanged for Bonds of the same aggregate principal amount of the same Series and maturity of any other authorized denominations. The Registrar shall keep books for the registration of Bonds and for the registration of transfer of Bonds. The Bonds shall be transferable by the Holder thereof in person or by his attorney duly authorized in writing only upon the books of the City kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or his duly authorized attorney. Upon the transfer of any such Bonds. the City shall cause to be issued in the name of the transferee a new Bond. The City, the Paying Agent and the Registrar may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute Holder of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of. or on account of, the principal of, premium, if any, and interest on such Bond as the same become due and OR063891:1 Temp Reso #424-9, May 21, 1998 Revised May 21, 1998 for all other purposes. All such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharged the liability upon such Bond to the extent of the sum or sums so paid, and neither the City, the Paying Agent nor the Registrar shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Registrar and cancelled by the Registrar in the manner provided in this Section. There shall be no charge for any such exchange or transfer of Bonds, but the City or the Registrar may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the City nor the Registrar shall be required (a) to transfer or exchange Bonds of any Series for a period of 15 days next preceding an Interest Payment Date on such Bonds of such Series or next preceding any selection of Bonds of such Series to be redeemed or thereafter until after the mailing of any notice of redemption; or (b) to transfer or exchange any Bonds of any Series called for redemption. Except as may otherwise be provided with respect to option Bonds in the proceedings of the City providing for the issuance thereof, all Bonds paid or redeemed, either at or before maturity shall be delivered to the Paying Agent when such payment or redemption is made, and such Bonds, together with all Bonds purchased by the City, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be destroyed by the Paying Agent, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Paying Agent. SECTION 2.6 BONDS MUTILATED.j2E=YED. STOLEN OR LOST. In case any Bonds shall become mutilated, destroyed, stolen or lost, the City may execute and the Registrar shall authenticate and deliver a new Bond of like Series, date, maturity, denomination and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the City and, in the case of any lost. stolen or destroyed Bond, there shall first be furnished to the City and the Registrar evidence of such loss. theft, or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event any such Bond shall be about to mature or have matured or have been called for redemption, instead of issuing a duplicate Bond, the City may direct the Paying Agent to pay the same without surrender thereof. The City and the Registrar may charge the Holder of such Bond their reasonable fees and expenses in connection with this transaction. Any Bond surrendered for replacement shall be cancelled in the same manner as provided in Section 2.5 of this Resolution. OR063891:1 12 1 S""J 76 Temp Reso #�9 May 21, 1998 Revised May 21, 1998 Any such duplicate Bonds issued pursuant to this Section shall constitute additional contractual obligations on the part of the City, whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Revenues with all other Bonds issued hereunder. SECTION 2.7 PREPAEADQN QE D FINI Y The definitive Bonds of each Series shall be lithographed or printed with steel engraved borders lithographed or printed; provided, however, type written Bonds may be delivered to a registered securities depository for use in a book -entry system or to a purchaser who has specifically agreed to such form. Until the definitive Bonds are prepared, the Mayor and the City Clerk of the City may execute and the Registrar may authenticate, in the same manner as is provided in Section 2.4 hereof, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, one or more printed, lithographed or typewritten temporary fully registered Bonds, substantially of the tenor of the definitive Bonds in lieu of which such temporary Bonds are issued, in authorized denominations or any whole multiples thereof, and with such omissions, insertions and variations as may be appropriate to such temporary Bonds. The City at its own expense shall prepare and execute and, upon the surrender at the corporate trust office of the Registrar of such temporary Bonds for which no payment or only partial payment has been provided, the Registrar shall authenticate and, without charge to the Holder thereof, deliver in exchange therefore, at the principal corporate trust office of the Registrar, definitive Bonds of the same aggregate principal amount, Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. SECTION 2.8 BOOK ENTRY. Bonds may be issued in book entry form or immobilized with a registered depositary or its nominee as may be determined by subsequent proceedings of the City. SECTION 2.9 FORM OF BOND. The text of the Bonds shall be of substantially the following tenor, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution: OR063891:1 13 if • [FORM OF BOND] (Face of Bond) UNITED STATES OF AMERICA COUNTY OF BROWARD CITY OF TAMARAC REVENUE BOND, SERIES 1998 Date of Interest Maturity Original Rate Date Issuance _ CUSIP Temp Reso 4&11 May 21, 1998 Revised May 21, 1998 KNOW ALL MEN BY THESE PRESENTS that the City of Tamarac, Florida (the "City"), for value received, hereby promises to pay to , or registered assigns, on the date specified above, solely from the Pledged Revenues hereinafter mentioned, upon presentation and surrender hereof at the principal corporate trust office of , as paying agent (said and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent"), the principal sum of THOUSAND DOLLARS with interest thereon at the interest rate per annum specified above payable on the first day of and of each year. Principal of this Bond is payable at in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed to the address of the registered owner as such name and address shall appear on the registry books of , as Registrar (said and any successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to paid (the "Record Date"). Such interest shall be payable from the most recent interest payment date next preceding the date hereof to which interest has been paid, unless the date hereof is an 1 or 1 to which interest has been paid, in which case from the date hereof, or unless the date hereof is prior to . 19—. in which case from , 19 , or unless the date hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. This Bond is one of an authorized issue of Bonds of the City of Tamarac. Florida designated as its "Revenue Bonds Series 1998" (herein called the "Series 1998 Bonds"), in the aggregate OR063891; I 14 Temp Reso #$-2-49 May 21. 1998 Revised May 21. 1998 principal amount of not exceeding Dollars ($ ) of like date, tenor and effect, except as to number, date of maturity and interest rate, issued for the purpose of financing the cost of the repair and resurfacing of public roadways within the City (the "Project"), the costs associated with the issuance of the Bonds, funding a reserve fund and funding capitalized interest, under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, as amended and supplemented, and other applicable provisions of law, and a resolution duly adopted by the City Commission of the City on 1998 (hereinafter referred to as the "Resolution") and is subject to all the terms and conditions of the Resolution. Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof and such further provisions shall for all purposes have the same effect as if set forth on the front side hereof. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the Series of Bonds of which this Bond is one, is in full compliance with all constitutional, statutory or charter limitations or provisions. IN WITNESS WHEREOF, the City of Tamarac, Florida has caused this Bond to be signed by its Mayor, either manually or with his facsimile signature, and the seal of the City of Tamarac, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by the City Clerk of Tamarac, Florida, either manually or with his facsimile signature, all as of the first day of , 19 CITY OF TAMARAC, FLORIDA Joe Schreiber, Mayor (SEAL) Attest: Carol Gold, CMC/AAE, City Clerk OR063991:1 15 %-76 Temp Reso 0249' May 21, 1998 Revised May 21, 1998 FORM OF CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds delivered pursuant to the within mentioned Resolution. Date of Authentication: as Registrar al Authorized Officer [FORM OF VALIDATION CERTIFICATE] This Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court of the Seventeenth Judicial Circuit of Florida, in and for Broward County, Florida, rendered on the day of , 19 Mayor City Clerk [FORM OF BOND INSURANCE LEGEND] [Back of Bond] This Bond is payable from and secured by a lien on and pledge of the Pledged Revenues levied and collected by the City (as such capitalized terms are defined in the Resolution), all in the manner provided in the Resolution. The City is not obligated to pay this Bond or the interest hereon except from the Pledged Revenues pledged thereto, and the full faith and credit of the City is not pledged for the payment of this Bond and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or other provision or limitation. and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel OR063891:1 16 g67(v Temp Reso #8-249 May 21, 1998 Revised May 21, 1998 the exercise of the ad valorem taxing power of the City, or taxation in any form of any real or personal property therein, for the payment of the principal of and interest on this Bond, or the making of any other sinking fund and other payments provided for in the Resolution. It is further agreed between the City and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon any property of or in the City, but shall constitute a lien only on the Pledged Revenues pledged thereto, all in the manner provided in the Resolution. [Redemption Provisions] Additional parity Bonds may be issued by the City from time to time upon the conditions and within the limitations and in the manner provided in the Resolution. The original registered owner, and each successive registered owner of this Bond shall be conclusively deemed to have agreed and consented to the following terms and conditions: a. The Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds as provided in the Resolution. The Bonds shall be transferable by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the City kept by the Registrar and only upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any such Bond, the City shall issue in the name of the transferee a new Bond. b. The City, the Paying Agent and the Registrar may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond as the same becomes due. and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary. C. At the option of the registered owner thereof and upon surrender hereto at the principal corporate trust office of the Registrar with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney and upon payment by such registered owner of any charges which the Registrar or the City may make as provided in the Resolution, the Bonds may be exchanged for Bonds of the same Series and maturity of any other authorized denominations. OR063891:1 17 Ll 1 D6 7� Temp Reso #$ice May 21, 1998 Revised May 21, 1998 d. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the City shall execute and the Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Bonds, but the City or the Registrar may require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the City nor the Registrar shall be required (i) to transfer or exchange Bonds for a period of 15 days next preceding an interest payment date on such Bonds or next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; or (ii) to transfer or exchange any Bonds called for redemption. e. By purchase and acceptance of a Bond or portion thereof in book -entry form, the beneficial owner agrees that the City shall have no responsibility for the action or inaction of The Depositary Trust Company or other registered depositary or any of its participants. nominees or successors as depositary in connection with the Bonds. OR063891:1 18 1 g67( Temp Reso #$�� May 21. 1998 Revised May 21. 1998 WIS1141410ul1lalGONIM ININIST :i FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name and address of transferee) the written bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within bond on the books kept for registration thereof with full power of substitution in the premises. Dated: In the presence of- OR063891:1 19 g67�, Temp Reso #8N-9 May 21, 1998 Revised May 21, 1998 ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF SECTION 3.1 B(_NDS NOT TO BE INDEBTEDNESS OF THE CITY. The Bonds shall not be and shall not constitute general obligations or indebtedness of the City within the meaning of any constitutional or statutory provision, but shall be special obligations of the City, payable solely from and secured by a lien upon and pledge of the Pledged Revenues in accordance with the terms of this Resolution. No Holder of any Bond or any Municipal Bond Insurer or the issuer of any Reserve Account Insurance Policy or Reserve Account Letter of Credit shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the City except from the Pledged Revenues in the manner provided herein. SECTION 3.2 SECURITY FOR BANDS. The payment of the principal of and interest on all of the Bonds issued hereunder and any Additional Parity Bonds hereafter issued, as provided herein, shall be secured forthwith equally and ratably by a lien on and pledge of the Pledged Revenues; provided, however, a Series of Bonds may be further secured by a Municipal Bond Insurance Policy in addition to the security provided herein. The Pledged Revenues in an amount sufficient to pay the principal of and interest on the Bonds herein authorized and to make the payments into the Sinking Fund and all other payments provided for in this Resolution. are hereby irrevocably pledged to the payment of the principal of and interest on the Bonds authorized herein, and other payments provided for herein, as the same become due and payable. The Pledged Revenues shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City. The City does further hereby covenant and agree that as long as any of the principal of or interest on any of the Bonds issued pursuant to this Resolution are outstanding and unpaid, or payment thereof not duly provided for, it will not repeal any of the ordinances or resolutions, if any, pursuant to which it levies, collects or receives the Pledged Revenues and will not amend or modify said ordinances or resolutions in any manner so as to impair or adversely affect in any manner the pledge of Pledged Revenues made herein, or the rights of Holders of Bonds issued pursuant to this Resolution. The City further covenants that if, in any Fiscal Year, Pledged Revenues are less than one hundred twenty-five percent (125%) of the Annual Debt Service Requirement for all Bonds Outstanding, it shall pledge, to the extent legally available, Additional Pledged Revenues. so that the Pledged Revenues shall be adequate in the next succeeding Fiscal Year to pay at least one hundred OR063891:1 20 $-f�7 6 Temp Reso #8�9 May 21, 1998 Revised May 21, 1998 twenty-five percent (125%) of the Annual Debt Service Requirement for all Bonds outstanding, and that such Pledged Revenues shall be sufficient to make all of the other payments provided herein as the same become due in such Fiscal Year. The City does further covenant that it has power to irrevocably pledge said Pledged Revenues to the payment of principal of and interest on the Bonds issued pursuant to this Resolution and that the pledge of said Pledged Revenues in the manner provided herein, shall not be subject to repeal, modification or impairment by any subsequent ordinance or other proceedings of the governing body of the City, except as provided herein, or by any subsequent act or acts of the Legislature of Florida_ SECTION 3.3 APPLICATION OF BOND PROCFEDS. (A) All moneys received by the City from the sale of Bonds issued pursuant to this Resolution, unless otherwise provided by subsequent proceedings of the City, shall be simultaneously disbursed as follows: (i) The accrued interest derived from the sale of Bonds together with capitalized interest, if any, derived from the proceeds of the Bonds shall be deposited in the Interest Account, hereinafter created and established, and used for the purpose of paying interest on said Bonds as the same becomes due and payable. (ii) Proceeds derived from the sale of Bonds shall be deposited, together with other moneys lawfully available therefor, if any, in the Debt Service Reserve Account, hereinafter created and established, in an amount equal to the Reserve Requirement. For purposes of the initial funding of the Reserve Requirement with respect to the Series 1998 Bonds, the Debt Service Reserve Account may be funded in equal installments over a period not to exceed twenty-four from the date of issuance of such Series of Bonds. (iii) The balance of the proceeds derived from the sale of Bonds issued pursuant to this Resolution shall be deposited in a Construction Fund which is hereby created and established and used for the purpose of paying the costs of issuance of the said Bonds and the costs of the Project. The Construction Fund shall be deposited in a bank or trust company in the State which is eligible under State laws to receive deposits of municipal funds. (B) Withdrawals shall be made from the Construction Fund only upon receipt of a written requisition executed by a duly authorized official of the City, specifying the purpose for which such withdrawal is to be made and certifying that such purpose is one of the purposes provided for in this Resolution; provided, however, that no such written approval shall be required for legal. financial OR063891:1 21 ,0, 7( Temp Reso #$24,9' May 21, 1998 Revised May 21, 1998 and engineering expenses and fees and for costs of issuance in connection with such Bonds. If for any reason the moneys in the Construction Fund, or any part thereof, are not necessary for, or are not applied to the purposes provided in this Resolution for the Construction Fund, then such unapplied proceeds, upon certification of the Finance Director of the City that such surplus proceeds are not needed for the purposes of the Construction Fund, shall be disbursed in the following order: First, to the Debt Service Reserve Account, hereinafter created and established, to the full extent necessary to make the amount then on deposit therein equal to the Reserve Requirement. Second, the balance, if any, to be used for any lawful capital expenditures in connection with the City's capital improvement plan or, at the option of the City, the redemption or purchase of Outstanding Bonds, if any. (C) Any moneys received by the City from the State or from the United States of America or any agencies thereof for the purpose of financing part of the cost of the acquisition and construction of the Project, shall be deposited in the Construction Fund and used in the same manner as other Bond proceeds are used therein; provided, however, that such moneys shall not be so deposited in the event and to the extent that the City has incurred debt in anticipation of the receipt of such moneys for payment of such debt and provided further that separate accounts may be established in the Construction Fund for moneys received pursuant to the provisions of this paragraph whenever required by Federal or State regulations. The proceeds of the sale of the Bonds shall be and constitute trust funds for the purposes hereinabove provided and there is hereby created a lien upon such moneys, until so applied, in favor of the Holders of said Bonds. SECTION 3.4 VE N THE Y. The City hereby covenants and agrees with the Holders of any and all of the Bonds issued pursuant to this Resolution as follows: (A) Arbitrage Covenant, Rebate Fund. A special fund is hereby created. established and designated the City of Tamarac Revenue Bond Rebate Fund (the "Rebate Fund"). Amounts on deposit in the Rebate Fund shall not be a part of the Pledged Revenues and are not pledged to the payment of the principal of, or interest or premium, if any, on the Bonds. In order to maintain the exclusion from federal gross income of interest on the Bonds, and for no other purpose, the City covenants to comply with the Code. In furtherance of the covenant contained in the preceding sentence, the City agrees to comply with the tax certificate delivered by the City in connection with the issuance of Bonds, including, but not limited to: OR063891:1 22 a e67 (" Temp Reso #82`419- May 21, 1998 Revised May 21, 1998 (i) Making a determination in accordance with the Code of the amount required to be deposited into the Rebate Fund, and making such deposit; (ii) Paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the City such amounts as shall be required by the Code to be rebated to the United States Treasury; and (iii) Keeping such records of the determinations made pursuant to this Section 3.4(A) as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with the proceeds of the Bonds. The City covenants and agrees with the Holders of the Bonds that the City shall not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Bonds, would cause any of the Bonds to be "private activity bonds" or "arbitrage bonds" within the meaning of Sections 141(a) and 148(a), respectively, of the Code. The City shall make any and all payments required to be made to the United States Department of the Treasury in connection with the Bonds pursuant to Section 148(f) of the Code from amounts on deposit in the funds and accounts established under this Resolution and available therefor. Notwithstanding any other provision of this Resolution to the contrary. as long as necessary in order to maintain the exclusion from federal gross income of interest on the Bonds, the covenants contained in this section shall survive the payment of the Bonds and the interest thereon, including any payment or discharge thereof pursuant to Article III of this Resolution. (B) Pledged Revenue Fund. That the Pledged Revenues shall be deposited in a special fund in a bank or trust company which is eligible under the laws of the State of Florida to receive deposits of municipal funds, which fund is hereby created, established and designated as the "Pledged Revenue Fund" (hereinafter referred to as the "Revenue Fund"). Said Revenue Fund shall constitute a trust fund for the purposes provided in this Resolution, and shall for the purposes of an accounting be kept separate and distinct from all other funds of the City and used only for the purposes and in the manner provided for in this Resolution. (C) Disposition of Pledged Revenues. There are hereby created and established the following funds and accounts: OR063891;1 23 $'676 Temp Reso #8124171 May 21, 1998 Revised May 21, 1998 The "Pledged Revenue Sinking Fund" (herein referred to as the "Sinking Fund"); and within this Sinking Fund there are also hereby created four (4) separate accounts to be known as the "Interest Account," the "Principal Account," the "Bond Redemption Account" and the "Debt Service Reserve Account." The Sinking Fund and the four (4) separate accounts therein shall be deposited in a bank or trust company in the State which is eligible under State laws to receive deposits of municipal funds. All revenues at any time on deposit in the Revenue Fund shall be disposed of only in the following manner: (i) Revenues shall first be used, to the full extent necessary, for deposit into the Interest Account in the Sinking Fund, on the fifteenth (15th) day of each month, beginning with the fifteenth (15th) day of the first full calendar month following the date on which any or all of the Bonds are delivered to the purchasers thereof, such sums as shall be sufficient to pay one -sixth of the interest becoming due on the Bonds on the next semi-annual Interest Payment Date, provided, however, that such monthly deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. In the event that the period to elapse between Interest Payment Dates will be other than six (6) months, then such monthly payments shall be increased or decreased as appropriate, in sufficient amounts to provide for the payment of all interest due on the next Interest Payment Date. Any monthly payment from the Revenue Fund to be deposited as set forth above, for the purpose of meeting interest payments for any Series of Bonds, shall be adjusted, as appropriate, to reflect the frequency of Interest Payment Dates applicable to such Series. (ii) (1) Revenues shall next be used, to the full extent necessary for deposit in the Principal Account on the fifteenth (15th) day of each month in each year, one -twelfth (1/12th) of the principal amount of the Serial Bonds which will mature and become due on such annual maturity dates, beginning on such dates at least one year prior to such maturity dates, as shall hereafter be determined by subsequent proceedings of the City; provided, however, that such monthly deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. In the event the period to elapse between the date of delivery of the Bonds and the next principal payment date will be other than twelve (12) months, then such monthly payments shall be increased or decreased, as appropriate, in sufficient amounts to OR063891:1 24 �s�76 Temp Reso #8g49- May 21, 1998 Revised May 21, 1998 provide the required principal amount maturing on the next principal payment date. Any monthly payment from the Revenue Fund to be deposited as set forth above for the purpose of meeting payments of principal of the Bonds, shall be adjusted, as appropriate, to reflect the frequency of principal payments applicable to such Series. (2) Revenues shall next be used, to the full extent necessary, for deposit into the Bond Redemption Account on the fifteenth (15th) day of each month in each year, one -twelfth (1 / 12th) of the principal amount of the installment coming due in the next sinking fund payment date, beginning at least one year prior to the first such sinking fund payment date, in such amount and in each year as may be required for the payment of the principal amount of Term Bonds payable from the Bond Redemption Account, as shall hereafter be determined by subsequent proceedings of the City. The moneys in the Bond Redemption Account shall be used solely for the purchase or redemption of the Term Bonds payable therefrom. The City may at any time purchase any of said Term Bonds at prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are not then redeemable prior to maturity, the City may purchase said Term Bonds at prices not greater than the redemption price of such Term Bonds on the next ensuing redemption date. The City shall be mandatorily obligated to use any moneys in the Bond Redemption Account for the redemption prior to maturity of such Term Bonds in such manner and at such times as shall be determined by subsequent proceedings of the City; provided, that the City shall not be obligated to redeem such Term Bonds prior to maturity unless and until there are sufficient moneys on deposit in the Bond Redemption Account to provide for the redemption of at least Twenty -Five Thousand Dollars ($25,000) principal amount of Term Bonds at any one time. If, by the application of moneys in the Bond Redemption Account, the City shall purchase or call for redemption in any year Term Bonds in excess of the installment requirement for such year, such excess of Term Bonds so purchased or redeemed shall be credited in such manner and at such times as the Finance Director of the City shall determine over the remaining installment payment dates. No distinction or preference shall exist in the use of the moneys on deposit in the Revenue Fund for payment into the Interest Account, the Principal Account and the Bond Redemption Account, such accounts being on a parity with each other as to payment from the Revenue Fund. (iii) Revenues shall next be used, to the full extent necessary, for deposits into the Debt Service Reserve Account on the fifteenth (15th) day of each month in each year. OR063891:1 25 g6 7(o Temp Reso ##82" May 21, 1998 Revised May 21, 1998 beginning with the fifteenth (I 5th) day of the first full calendar month following the date on which any or all of the Bonds issued hereunder are delivered to the purchasers thereof, such sums as shall be at least sufficient to pay an amount equal to one -twelfth (1/12th) of the difference between the amount on deposit in the Debt Service Reserve Account and the Reserve Requirement; provided, further, that no payments shall be required to be made into the Debt Service Reserve Account whenever and as long as the amount deposited therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to the Reserve Requirement. Notwithstanding the foregoing provisions, in lieu of the required deposits of Revenues into the Debt Service Reserve Account, the City may cause to be deposited into the Debt Service Reserve Account a Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the benefit of the Bondholders in an amount equal to the difference between the Reserve Requirement and the sums then on deposit in the Debt Service Reserve Account, if any, which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the case may be, upon the giving of notice as required thereunder) on any Interest Payment Date on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to this Resolution and available for such purpose. If a disbursement is made under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the City shall be obligated to either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit immediately following such disbursement so that amounts on deposit therein equal the Reserve Requirement, or to deposit into the Debt Service Reserve Account from the Revenues, as herein provided, funds in the amount of the disbursement made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, in twelve (12) equal monthly installments as provided in the first paragraph of this Section 3.4(C)(111). In the event that any moneys shall be withdrawn from the Debt Service Reserve Account for payments into the Interest Account, Principal Account and Bond Redemption Account, such withdrawals shall be subsequently restored from the Pledged Revenues available after all required payments have been made into the Interest Account, Principal Account and Bond Redemption Account, including any deficiencies for prior payments unless restored by the reinstatement of the maximum limits of a Reserve Account Insurance Policy or Reserve Account Letter of Credit. OR063891:1 26 Temp Reso #824-9 May 21, 1998 Revised May 21, 1998 Moneys in the Debt Service Reserve Account shall be used only for the purpose of making payments into the Interest Account, Principal Account and Bond Redemption Account when the moneys in the Revenue Fund are insufficient therefor. Any moneys in the Debt Service Reserve Account in excess of the Reserve Requirement for the Bonds and any Additional Parity Bonds hereafter issued shall be transferred to the Construction Fund during construction of a Project and thereafter to the Revenue Funds. The Debt Service Reserve Account shall be valued at least once in each Fiscal Year. (iv) Revenues shall next be used for the payment of any subordinated obligations hereafter issued by the City in accordance with Section 3.4(E) of this Resolution, which subordinate obligations shall have such lien on the Pledged Revenues as the City shall determine in the proceedings authorizing the issuance of such subordinated obligations. (v) After the fifteenth (15th) day of each month, any moneys remaining in the Revenue Fund, after all required current payments into the Interest Account, the Principal Account, the Bond Redemption Account, and the Debt Service Reserve Account, including any deficiencies for prior payments, have been made in full, as provided in this Resolution, shall be withdrawn from the Revenue Fund, transferred to the general fund of the City and used by the City for any lawful purpose. but no moneys in the Revenue Fund shall ever be used for any such purpose until all such required current payments into the Interest Account, the Principal Account. the Bond Redemption Account, and the Debt Service Reserve Account, including any deficiencies for prior required payments, have been made in full, and the City shall have complied fully with all the covenants and provisions of this Resolution. (vi) If on any payment date the Pledged Revenues are insufficient to place the required amount in any of the funds or accounts or for any of the purposes provided above, the deficiency shall be made up on the subsequent payment dates. (vii) All moneys levied and collected by the City as Pledged Revenues shall be deposited into the Revenue Fund within twenty-four (24) hours after the receipt thereof to the extent practicable. (D) Investment of Funds. The Interest Account, Principal Account, Bond Redemption Account, Debt Service Reserve Account, Construction Fund, Revenue Fund and all other special funds created OR06389111 27 67la Temp Reso # May 21. 1998 Revised May 21. 1998 and established by this Resolution, but not including the Rebate Account, shall constitute trust funds and shall be invested at the direction of the City as provided herein. Moneys on deposit in the Revenue Fund, Interest Account, Principal Account and the Bond Redemption Account may be invested in Permitted Investments maturing not later than the dates on which such moneys will be needed for the purposes of such fund or account. Moneys on deposit in the Debt Service Reserve Account may be invested (i) in direct obligations of the United States of America, or (ii) in obligations fully guaranteed by the United States of America, maturing not later than the dates on which such moneys will be needed for the purposes of such fund or account. All income and earnings received from the investment and reinvestment of moneys on deposit in the Interest Account, Principal Account, and Bond Redemption Account shall be transferred on the next business day following their receipt to the Revenue Fund and used in the same manner and order of priority as other moneys on deposit therein. All income and earnings received from the investment and reinvestment of moneys on deposit in the Debt Service Reserve Account shall be transferred on the next business day following their receipt to the Interest Account and used in the same manner as moneys on deposit therein as provided in Section 3.4(C)(i) of this Resolution, provided that the amount on deposit in the Debt Service Reserve Account equals Reserve Requirement on the Bonds and any parity obligations (taking into account any Reserve Account Insurance Policy or Reserve Account Letter of Credit). In the event that the amount on deposit in the Debt Service Reserve Account is less than the Reserve Requirement, all income and earnings received from the investment and reinvestment of moneys on deposit therein shall be retained therein. Notwithstanding the foregoing, any moneys in the Debt Service Reserve Account in excess of the Reserve Requirement for the Bonds shall be transferred to the Construction Fund during construction of a Project. Moneys on deposit in the Construction Fund may be invested and reinvested to the fullest extent practicable in Permitted Investments maturing not later than such date or dates on which such moneys will be needed for the purposes of the Construction Fund. The earnings and investment income derived from the moneys and investments on deposit in the Construction Fund shall be deposited and maintained in the Construction Fund and used for the purposes thereof. For the purpose of investing or reinvesting, the City may commingle moneys in the funds and accounts created and established hereunder in order to achieve greater investment income. provided that the City shall separately account for the amounts so commingled. The amounts required to be accounted for in each of the funds and accounts designated herein other than the Rebate Fund may be deposited in a single bank account provided that adequate accounting procedures are maintained OR063891;1 28 M, Temp Reso #8'247 May 21, 1998 Revised May 21, 1998 to reflect and control the restricted allocation of the amounts on deposit therein for the various purposes of such funds and accounts as herein provided. The designation and establishment of funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent funds and accounts but rather is intended solely to constitute an allocation of Pledged Revenues and assets held under this Resolution for certain purposes and to establish such certain priorities for application of certain revenues and assets as herein provided. The value of investments shall be determined as follows: (i) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investment so published on or most recently prior to such time of determination; (ii) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any such time of determination for such investments by any two nationally recognized government securities dealers (selected by the City in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (iii) as to certificates of deposit and bankers acceptances: the face amount thereof. plus accrued interest; and (iv) as to any investment not specified above: the value thereof established by prior agreement between the City and each Municipal Bond Insurer. (E) Issuance of Other Obligations Payable Out of RevenUes. That the City will not issue any other obligations, except upon the conditions and in the manner provided herein, payable from the Pledged Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment. encumbrance or any other charge issued pursuant to this Resolution and the interest thereon, upon any of the Pledged Revenues. Any other obligations issued by the City in addition to the Bonds authorized by this Resolution or Additional Parity Bonds issued under the terms, restrictions and conditions contained in this Resolution, shall contain an express statement that such obligations are junior, inferior and subordinate in all respects to the Bonds issued pursuant to this Resolution as to a lien on and source and security for payment from the Pledged Revenues and in all other respects. (F) Issuance of Additional Paddy Bonds. That no Additional Parity Bonds, as in this subsection defined, payable on a parity with Bonds issued pursuant to this Resolution out of Pledged Revenues OR063 891:1 29 Temp Reso *249 May 21, 1998 Revised May 21, 1998 shall be issued after the issuance of any Bonds pursuant to this Resolution except upon the conditions and in the manner herein provided. No such Additional Parity Bonds shall be issued unless the following, among other conditions, are complied with: (i) The City must be current in all deposits into the various funds and accounts and all payments theretofore required to have been deposited or made by it under the provisions of this Resolution and the City must be currently in compliance with the covenants and provisions of this Resolution and any supplemental resolution hereafter adopted for the issuance of Additional Parity Bonds; unless upon the issuance of such Additional Parity Bonds the City will be in compliance with all such covenants and provisions. (ii) The amount of the Pledged Revenues during the immediate preceding Fiscal Year or any twelve (12) consecutive months selected by the City of the twenty-four (24) months immediately preceding the issuance of said Additional Parity Bonds, adjusted as hereinafter provided, as certified by the City's Finance Director, will be equal to one hundred twenty-five percent (125%) of the Maximum Annual Debt Service on (1) the Bonds originally issued pursuant to this Resolution then Outstanding; (2) any Additional Parity Bonds theretofore issued and then Outstanding, and (3) the Additional Parity Bonds then proposed to be issued; provided that for the purpose of determining the Maximum Annual Debt Service under this Section, the interest rate on variable rate Bonds shall be the maximum interest rate provided therefor in the proceedings authorizing such Bonds. (iii) The Pledged Revenues calculated pursuant to the foregoing subparagraph (ii) may be adjusted, at the option of the City, as follows: (1) If the City, prior to the issuance of the proposed Additional Parity Bonds, shall have increased any rates, fees or charges which constitute a portion of the Pledged Revenues, the Pledged Revenues for the twelve (12) consecutive months immediately preceding the issuance of said Additional Parity Bonds. shall be adjusted to show the Pledged Revenues which would have been derived in such twelve (12) consecutive months as if such increased Pledged Revenues had been in effect during all of such twelve (12) consecutive months. (iv) The term "Additional Parity Bonds" as used in this Resolution shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and OR06389111 30 1 $�676 Temp Reso *241- May 21, 1998 Revised May 21, 1998 within the limitations of this subsection payable from the Pledged Revenues on a parity with Bonds originally authorized and issued pursuant to this Resolution. Such Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Bonds originally authorized and issued pursuant to this Resolution and all of the covenants and other provisions of this Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent therewith), shall be for the equal benefit, protection and security of the Holders of any Bonds originally authorized and issued pursuant to this Resolution and the Holders of any Bonds evidencing additional obligations subsequently issued within the limitations of and in compliance with this subsection. All of such Bonds, regardless of the time of their issuance shall rank equally with respect to their lien on the Pledged Revenues and their sources and security for payment therefrom without preference of any Bonds over any other. The term "Additional Parity Bonds" as used in this Resolution shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued under the terms of this Resolution, the lien of which on the Pledged Revenues is subject to the prior and superior lien on the Pledged Revenues of Bonds issued pursuant to this Resolution, as provided in Section 3.4(E) of this Resolution, and the City shall not issue any obligations whatsoever payable from the Pledged Revenues, which rank equally as to lien and source and security for their payment from such Pledged Revenues with Bonds issued pursuant to this Resolution except in the manner and under the conditions provided in this subsection. (G) -fkpks and Records. That the City will keep books and records of the funds and accounts established hereby, which shall be separate and apart from all other books, records and accounts of the City, in which complete and correct entries shall be made in accordance with generally accepted accounting principles of all transaction relating to the funds and account established hereby, and any Holder of a Bond issued pursuant to this Resolution and each Municipal Bond Insurer, shall have the right at all reasonable times to inspect funds and accounts established hereby, and all records. accounts and data of the City relating thereto. The City shall promptly after the close of each Fiscal Year cause the books, records and accounts of funds and accounts established under this Resolution, for such Fiscal Year, to be audited by a qualified, recognized and nationally known independent firm of certified public accountants and shall file the report of Finance Director of the City, and shall mail upon request, and make available generally, said report, or a reasonable summary thereof, to any Holder or Holders of Bonds issued pursuant to this Resolution. OR063891.1 31 1 Y<67& Temp Reso #- May 21. 1998 Revised May 21. 1998 (H) Remedies. (i) Any Holder of Bonds issued under the provisions of this Resolution or any trustee acting for such Bondholders in the manner hereinafter provided, may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted and 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 City or by any officer thereof, including the collection of Pledged Revenues. (ii) The Holder or Holders of Bonds in an aggregate principal amount of not less than twenty-five per centum (25%) of Bonds issued under this Resolution then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders. Such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the City Clerk of the City. (iii) Anything in this Resolution to the contrary notwithstanding, upon the occurrence and continuance of a breach of covenant or an event of default in the payment of principal or interest on a Series of Bonds, the related Municipal Bond Insurer. if any, shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders insured by the related Municipal Bond Insurance Policy for the benefit of the Holders of such Bonds under this Resolution. (1) Enforcement of Co1leeti,Qns. That the City will diligently collect all Pledged Revenues. and take all steps, action and proceedings for the collection of such Pledged Revenues which shall become delinquent to the full extent permitted or authorized by applicable laws and regulations. (J) Discharge and Satisf gtjQn of Bonds. The covenants, liens and pledges entered into. created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Bonds in any one or more of the following ways: (i) by paying the principal of and interest on Bonds when the same shall become due and payable; and OR063891;1 32 Temp Reso #929 May 21, 1998 Revised May 21, 1998 by depositing in the Interest Account, the Principal Account and the Bond Redemption Account and/or in such other accounts which are irrevocably pledged to the payment of Bonds as the City may hereafter create and establish by resolution, certain moneys which together with other moneys lawfully available therefor, if any, shall be sufficient at the time of such deposit to pay when due the principal, redemption premium, if any, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, or (iii) by depositing in the Interest Account, the Principal Account and the Bond Redemption Account and/or such other accounts which are irrevocably pledged to the payment of Bonds as the City may hereafter create and establish by resolution, moneys which together with other moneys lawfully available therefore when invested in such Permitted Investments as are described in clause (ii) of the definition of "Permitted Investments" in Section 1.1 of this Resolution which shall not be subject to redemption prior to their maturity other than at the option of the Holder thereof, will provide moneys which shall be sufficient to pay when due the principal, redemption premium, if any, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof. (iv) Upon such payment or deposit in the amount and manner provided in this Section 3.4(J) of this Resolution. Bonds shall be deemed to be paid and shall no longer be deemed to be Outstanding for the purposes of this Resolution and all liability of the City with respect to said Bonds shall cease, terminate and be completely discharged and extinguished, and the Holders thereof shall be entitled for payment solely out of the moneys or securities so deposited. (v) Notwithstanding the foregoing all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction of any Series of Bonds.. any portion of a Series of Bonds, any maturity or maturities of a Series of Bonds, any portion of a maturity of a Series of Bonds or any combination thereof. (vi) If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of Bonds is not required for such purpose, the City may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. (vii) Notwithstanding anything to the contrary in this Resolution, in the event that the principal and/or interest due on Bonds shall be paid by a Municipal Bond Insurer pursuant to a Municipal Bond Insurance Policy, such Bonds shall remain Outstanding OR063 891: 1 33 Temp Reso #$2144 May 21, 1998 Revised May 21, 1998 for all purposes. not be defeased or otherwise satisfied and not be considered paid by the City, and the assignment and pledge of the Pledged Revenues and all covenants, agreements and other obligations of the City to the Holders shall continue to exist and shall run to the benefit of the Municipal Bond Insurer, and the Municipal Bond Insurer shall be subrogated to the rights of such Holders. (K) Concern Reserve Accounj jnsU=ge Policy and/or the Reserve Account L Credit. md the Municipal Bond Iau=ce Policy. As long as the City shall have a Reserve Account Insurance Policy and/or a Reserve Account Letter of Credit on deposit in the Debt Service Reserve Account, the City covenants that it will comply with the provisions of the Reserve Account Insurance Policy and/or the reimbursement or similar agreement with respect to the Reserve Account Letter of Credit. As long as any Series of Bonds of the City are insured by a Municipal Bond Insurance Policy the City covenants to comply with the requirements and conditions imposed on the City by the issuer of the Municipal Bond Insurance Policy. ARTICLE IV MISCELLANEOUS PROVISIONS SECTION 4.1 MODIFICATION OR AMENDMENT. Except as otherwise provided in the second paragraph hereof. no material modification of amendment of this Resolution. or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of (1) the Holders of fifty-one percent of more in principal amount of the Bonds then Outstanding or (2) in case less than all of the Bonds then Outstanding are affected by the modification or amendment, the Holder of fifty-one percent or more in principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or affecting the unconditional promise of the City to collect Pledged Revenues, or to pay the principal of and interest on the Bonds, as the same mature or become due. from the Pledged Revenues, or reduce the percentage of Holders of Bonds required above for such modification or amendments, without the consent of the Holders of all the Bonds. For purposes of this Resolution, to the extent any Series of Bonds is insured by a Municipal Bond Insurance Policy and such Series of Bonds is then rated in as high a rating category as the rating category in which such Series of Bonds was rated at the time of initial issuance and delivery thereof, by either Standard & Poor's or Moody's, then the consent of the issuer of such Municipal Bond Insurance Policy shall constitute the consent of the Holders of such Series. OR063891;1 34 F 9676 Temp Reso #829 May 21, 1998 Revised May 21, 1998 This Resolution may be amended, changed, modified and altered without the consent of the Holders of Bonds to (a) cure any ambiguity, correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein, (b) such changes as may be necessary in order to adjust the terms hereof so as to facilitate the issuance of capital appreciation Bonds, option Bonds and capital appreciation and income Bonds which changes will not adversely affect the interest of such Holder of Bonds, and (c) provide for the issuance of Bonds in coupon form if, in the opinion of Bond Counsel, such issuance will not affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. With respect to a Series of Bonds insured by a Municipal Bond Insurance Policy, the related Municipal Bond Insurer's consent shall be required in addition to Bondholder consent, when required, for the following purposes: (i) execution and delivery of any supplemental resolution or ordinance relating to the Series of Bonds so insured, (ii) removal of the Paying Agent and selection and appointment of any successor paying agent, and (iii) initiation or approval of any action not described in (a) or (b) above which requires Bondholder consent. SECTION 4.2 SEVERABILITY OF INVALID PROVISION. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy or express law, though 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 separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Resolution or of the Bonds issued hereunder. SECTION 4.3 SALE OF BONDS. The Bonds shall be issued and sold at one time or from time to time and at such price or prices consistent with the provisions of the Act and the requirements of this Resolution as the City shall hereafter determine by resolution. SECTION 4.4 CONELICTS. If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. OR063891: 1 35 Sr67G Temp Reso #9249 May 21, 1998 Revised May 21, 1998 SECTION 4.5 TTII F, OF TAKING EFFECT. This Resolution shall take effect upon its passage in the manner provided by law. PASSED and ADOPTED this 27th day of May, 1998. Joe Schreiber, Mayor Carol Gold, CMC/AAE City Clerk I HEREBY CERTIFY that I have approved this RESOLUTION as to form. Mitchell S. Kraft City Attorney RECORD OF COMMISSION VOTE: MAYOR SCHREIBER DIST 1:, COMM. McKAYE DIST 2: V/M MISHKIN DIST 3: COMM; SULT,ANOF DIST 4:_CQMM. ROBERTS OR063891:1 36