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HomeMy WebLinkAboutCity of Tamarac Resolution R-92-118Temp. Reso. # 6323 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-92-110 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA, PROVIDING FOR THE REDEMPTION OF CERTAIN OUTSTANDING GENERAL OBLIGATION BONDS OF THE CITY; DESIGNATING AN ESCROW AGENT FOR THE REFUNDING OF SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT TO PROVIDE FOR PAYMENT 1F!FPRr-TTVF OF SUCH - BONDS; AND PROVIDING AN BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDAs SECTION 1. It is hereby found, ascertained and determined that: A. The City Council (the "Council") of the City of Tamarac, Florida (the "City"), by Resolution No.R-92--119, duly adopted on 'June 19, 1992, as amended, (the "Bond Resolution") authorized the issuance of not exceeding $8,200 ,000 City of Tamarac, Florida General Obligation Refunding Bonds (the "Bonds"), in order to finance the cost of (i) refunding the outstanding General Obligation Bonds (City Hall Project), Series 1986, maturing on October 1 in the years 1992 and 1993, and October 1, 2006 (the "1986 General Obligation Bonds"), and (ii) refunding the outstanding General Obligation Bonds (Police Station Project), Series 1987, maturing on November 1, 1997 and November 1, 2007. The 1986 General Obligation Bonds and the 1987 General Obligation Bonds are hereinafter sometimes collectively referred to as the "Refunded Bonds". B. It is in the best interests of the City to call the Refunded Bonds on their respective first available call dates. C. It is necessary and desirable to designate the Escrow Agent for the Refunded Bonds, and to authorize and approve the form of Escrow Deposit Agreement. SECTION 2. Subject only to the issuance of the Bonds, the Refunded Bonds described in the Notices of Redemption which shall be in substantially the forms attached hereto as Exhibits "A" and "B" are hereby irrevocably called for redemption prior to their maturity on the dates, in the amounts, and subject to the redemption premiums, together with accrued interest on the principal portion thereof to such dates, as set forth in such Notices. No further ,interest will accrue on the Refunded Bonds after the date of redemption. SECTION 3. The Notice of Refunding for the Refunded Bonds shall be in substantially the form attached hereto as Exhibit "C". The Escrow Agent, as named herein, is hereby irrevocably instructed and directed to give notice of the refunding of the Refunded Bonds, on behalf and in the name of the City, within thirty (30) days after the issuance of the Bonds by (a) publishing in a financial journal published in the Borough of Manhattan, City and State of New York, and (b) filing in the name of the City with the Paying Agents for the Refunded Bonds, the Notice of Refunding. SECTION 4. The City approves the Escrow Deposit Agreement (the "Escrow Deposit Agreement") between the City and the Escrow Agent named below substantially in the form attached hereto as Exhibit "D", with such additions and completions as may be approved by the City Manager, and authorizes the City Manager to execute and the Clerk to attest and seal a final Escrow Deposit Agreement between the City and the Escrow Agent. The execution, attestation, sealing and delivery of the Escrow Deposit Agreement by such City Manager and Clerk shall be conclusive evidence o the approval of the City of said Escrow Deposit Agreement. Citizens and Southern National Bank of Florida, Fort Lauderdale, Florida (the "Escrow Agent"), is hereby designate Escrow Agent for the Bonds in accordance with the terms of the Escrow Deposit Agreement. The Escrow Agent shall fulfill duties with respect to the Refunded Bonds until a qualified successor shall have been designated by the City and shall have accepted such duties, such designation to be subject to written notice to the Escrow Agent, or until the Bonds have been paid in full. The Escrow Agent is hereby irrevocably instructed and directed to give notice of the call of the Refunded Bonds for redemption, at the times and in the manner set forth on the Redemption Notice. SECTION 5. The appropriate paying agents for the Refunded) Bonds are hereby authorized and directed to pay, upon the surrender thereof, all Refunded Bonds as duly called for redemption and thereto to deliver to the City all Refunded Bonds. so paid for disposition. SECTION 6. This Resolution shall take effect immediately upon its adoption. PASSED and ADOPTED this day of , 1992. � y L • L ATTEST: 2 2 3 2/ 25 2a 21 2E 29 30 32 3: 33 34 131' Cifrol.A. Evans City Clerk I HEREBY CERTIFY that I have approved this Resolution as t form. c Mi ael S. Kraft City Attorney 147CP0526G L. ,0 I n . Schumann, Vice Mayor -2- RECC)RD OF COUNCIL VOTE MAYOR _ _.PQNPIr— ...� DISTR','C..T 1 : �C,'!,V 1, 'LZ DIS RIO T P: DIw TRiCT 3: _ `tit C;1 iF�FI EA Di.3 T ROT 4: C!M AB RAMOWiTZ L EXHIBIT "A" Ole- 9c,2�11f It NOTICE OF REDEMPTION CITY OF TAMARAC, FLORIDA GENERAL OBLIGATION BONDS (POLICE STATION PROJECT) SERIES 1987 Dated: July 1, 1987 NOTICE IS HEREBY GIVEN, for and on behalf of the City of Tamarac, Florida, that its outstanding General Obligation Bonds, Series 1987, dated May 1, 1987, numbered , which mature on November 1 in the year 2007, assigned CUSIP numbers (the "Series 1987 Bonds") have been called for redemption on November 1, 1997, at the redemption price of par, together with the interest accrued thereon to the date fixed for redemption, plus a premium of two per centum (2%) of the par value thereof, and will be redeemed on November 1, 1997. Payment of the redemption price, plus accrued interest on the principal amount thereof, of such Refunded Bonds, will be made on November 1, 1997, the redemption date, at the office of Midlantic National Bank and Trust Co., Ft. Lauderdale, Florida, the paying agents for the Series 1987 Bonds, upon surrender thereof. Interest on the Series 1987 Bonds will cease to accrue from and after such redemption date. Under the provisions of the Interest and Dividend Tax Compliance Act of 1983, all holders submitting their bonds for redemption must submit a W-9 (Certificate of Taxpayer Identification Number) in order to avoid 20% backup withholding required under the above act. DATED this day of , 1997. By: for and on behalf of the City of Tamarac, Florida [The foregoing notice is to be published at least once at least thirty ( 30 ) days but not more than sixty ( 60 ) days prior to the redemption date in a daily newspaper of general circulation in Broward City, Florida and in a financial paper published in New York, New York, and by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption to the Owners of any registered owners of such Bonds at the addresses shown on the registration books of the registrar for such Bonds.) 4 EXHIBIT "B" 1Ve, 5,2- // 11 NOTICE OF REDEMPTION CITY OF TAMARAC, FLORIDA GENERAL OBLIGATION BONDS (CITY HALL PROJECT) SERIES 1986 Dated: July 1, 1986 NOTICE IS HEREBY GIVEN, for and on behalf of the City of Tamarac, Florida, that its outstanding General Obligation Bonds (City Hall Project), Series 1986, dated July 1, 1986, numbered , which mature on October 1, 2006, assigned CUSIP numbers (the "Series 1986 Bonds") and which remain outstanding as of October 1, 1996, have been called for redemption on October 1, 1996, at the redemption price of par, together with the interest accrued thereon to the date fixed for redemption, plus a premium of two per centum (2%) of the par value thereof, and will be redeemed on October 1, 1996. Payment of the redemption price, plus accrued interest on the principal amount thereof, of such Refunded Bonds, will be made on October 1, 1996, the redemption date, at the office of Barnett Bank Trust Company, N.A., Jacksonville, Florida, the paying agent for the Series 1986 Bonds, upon surrender thereof. Interest on the Series 1986 Bonds will cease to accrue from and after such redemption date. Under the provisions of the Compliance Act of 1983, all holder redemption must submit a W-9 Identification Number) in order to required under the above act. DATED this day of By: Interest and Dividend Tax s submitting their bonds for (Certificate of Taxpayer avoid 20% backup withholding , 1996. for and on behalf of the City of Tamarac, Florida [The foregoing notice is to be published at least once at least thirty ( 3 0 ) days but not more than sixty ( 6 0 ) days prior to the redemption date in a daily newspaper of general circulation in Broward City, Florida and in a financial paper published in New York, New York, and by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than sixty (60) days and not less than thirty (30) days prior to the date fixed for redemption to the Owners of any registered owners of such Bonds at the addresses shown on the registration books of the registrar for such Bonds.] CP:147CP0526G LJ 9��i�� EXHIBIT "C" NOTICE OF REFUNDING CITY OF TAMARAC, FLORIDA GENERAL OBLIGATION BONDS (CITY HALL PROJECT) SERIES 1986 Dated: July 1, 1986 . CITY OF TAMARAC, FLORIDA GENERAL OBLIGATION BONDS (POLICE STATION PROJECT) SERIES 1987 Dated: May 1, 1987 NOTICE IS HEREBY GIVEN by the City of Tamarac, Florida, that its outstanding General Obligation Bonds (City Hall Project), Series 1986, dated July 1, 1986 which mature on October 1, 1992, October 1, 1993 and October 1, 2006; General Obligation Bonds (Police Station Project), Series 1987, dated May 1, 1987 which mature on November 1, 1997 and November 1, 2007; (collectively, the "Refunded Bonds") have been refunded by depositing in escrow with , Florida, as Escrow Agent, proceeds of the City's General Obligation Refunding Bonds, Series 1992, dated 1, 1992 which, together with certain other moneys of the City, have been invested in obligations consisting of securities which are direct obligations of the United States of America. Such deposit constitutes a "provision for payment" under the Resolutions authorizing the issuance of the Refunded Bonds so that the lien and pledge securing the Refunded Bonds is no longer in effect. The General Obligation Bonds (City Hall and Police Station Project), Series 1986, maturing on October 1, 2006, and remaining outstanding as of October 1, 1996, will be redeemed on October 1, 1996. The General Obligation Bonds (Police Station Project), Series 1987, maturing on November 1, 2007 will be redeemed on November 1, 1997. DATED this day of CP:147CP528G �J 1992. CITY OF TAMARAC, FLORIDA )►e� I IS1 y EXHIBIT "D" THIS ESCROW DEPOSIT AGREEMENT is dated , 1992, by and between the CITY OF TAMARAC, FLORIDA (the "City") and Florida, as Escrow Agent (the "Escrow Agent"); W I T N E S S E T H: WHEREAS, the City has previously authorized and issued obligations of the City as hereinafter set forth and defined as the "Refunded Obligations", as to which the Aggregate Debt Service (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the City has determined to provide for payment of the Aggregate Debt Service of the Refunded Obligations by depositing with the Escrow Agent Federal Securities (as hereinafter defined) the principal of and interest on which will be at least equal to such sum; and WHEREAS, in order to obtain the funds needed for such purpose, the City has authorized and is, concurrently with the delivery of this Agreement, issuing its [Water and Sewer Utility Revenue] [General Obligation] Refunding Bonds, Series 1992 (the "Series 1992 Bonds") more fully described herein; and WHEREAS, the City has determined that the amount to be on deposit, from time to time, in the Escrow Account, as defined herein, will be sufficient to pay the Aggregate Debt Service; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the City and the Escrow Agent agree as follows: SECTION 1. DEFINITIONS. As used herein, the following terms mean: 1.1 "Aggregate Debt Service" means, as of any date, the sum of all present and future Annual Debt Service payments then remaining unpaid with respect to the Refunded Obligations, as set forth on Schedule A, attached hereto. 1.2 "Agreement" means this Escrow Deposit Agreement. 1.3 "Annual Debt Service" means, in any year, the principal of, interest on and redemption premium, if any, for the Refunded Obligations coming due or being redeemed in such year as shown on Schedule A attached hereto. 1.4 "Escrow Account" means the account established and held by the Escrow Agent pursuant to this Agreement in which a portion of the proceeds from the sale of the Series 1992 Bonds will be held for payment of the Refunded Obligations and the Expenses. 1.5 "Escrow Agent" means the Citizens and Southern National Bank of Florida, Ft. Lauderdale, Florida. 1.6 "Escrow Deposit Requirement" means, as of any date of calculation, the principal amount of Federal Securities in the Escrow Account which, together with the interest due on the Federal Securities and any uninvested cash in the Escrow Account, will be sufficient to pay, as the installments thereof become due, the Aggregate Debt Service and to pay when due all Expenses . then unpaid. 1.7 "Expenses" means the expenses, if any, set forth on Schedule B attached hereto and made a part hereof. 1.8 "Federal Securities" means direct obligations of the United States of America and obligations the principal of and interest on which are fully guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. 1.9 "Paying Agent" shall mean [Barnett Bank Trust Company, Jacksonville, Florida] [Midlantic National Bank and Trust Company, Fort Lauderdale, Florida]. 1.10 "Refunded Obligations" means the obligations of the City set forth on Schedule A attached hereto. SECTION 2. ESTABLISHMENT OF ESCROW FUND; DEPOSIT OF FUNDS. There is hereby created and established the "[General Obligation Bonds, Series 1986 and 1987 Escrow Account]" [Water and Sewer Utility Revenue Bonds, Series 1986 Escrow Account] (the "Escrow Account") which shall beheld by the Escrow Agent pursuant to this Agreement. The City hereby deposits $ with the Escrow Agent in immediately available funds, to be held in irrevocable escrow by the Escrow Agent and applied solely as provided in this Agreement. The City represents that all of such funds are derived by the City from moneys transferred from accounts held by the City with respect to the Refunded obligations and a portion of the proceeds of the Series 1992 Bonds. The City represents that, based upon the opinion of [ ], independent certified public accountants, such funds, when applied pursuant to Section 3 below, will at least equal the Escrow Deposit Requirement as of the date hereof. SECTION 3. USE AND INVESTMENT OF FUNDS. The Escrow Agent acknowledges receipt of the sums described in Section 2 and agrees: 3.1 to immediately invest [$ ] of such funds by the purchase of the Federal Securities set forth on Schedule C -2- �J - /7 -) —/ / ? It attached hereto such .investment to be made pursuant to the purchase confirmations attached to Schedule C. 3.2 to hold the proceeds of all investments in the Escrow Account in such Account from the date of receipt thereof to the dates on which such proceeds are scheduled to be paid out of the Escrow Account and applied only, for the purposes of paying the Refunded Obligations as set forth on Schedule A attached; and 3.3 to hold the funds and securities in irrevocable escrow during the term of this Agreement. SECTION 4. PAYMENT OF REFUNDED OBLIGATIONS AND EXPENSES. 4.1 Refunded Obligations. On or prior to each interest payment date for the Refunded Obligations, the Escrow Agent shall pay to the applicable Paying Agents for the Refunded Obligations, from the cash on hand in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service coming due on such date, as shown on Schedule A. 4.2 Expenses. On the date shown on Schedule B, the Escrow Agent shall pay the Expenses coming due on such date to the appropriate payee or payees designated on Schedule S. 4.3 Surplus. On the date of redemption for the Refunded Bonds set forth on Schedule "A", after making all payments from the Escrow Account described in Subsections 4.1 and 4.2, the Escrow Agent shall pay to the City remaining cash, if any, in the Escrow Account. The City shall apply payments made to it hereunder to the payment of the principal of and interest on the Series 1992 Bonds, but the Escrow Agent shall have no duty or responsibility to ensure that the City does so. 4.4 Priority of Payments. The holders of the Refunded Obligations shall have an express first lien on the funds and Federal Securities in the Escrow Account until such funds and Federal Securities are used and applied as provided in this Agreement. If the cash on hand in the Escrow Account is ever insufficient to make the payments required under Subsection 4.1, all of the payments required under Subsection 4.1 shall be made when due before any payments shall be made under Subsections 4.2 and 4.3. 4.5 Payments Due on Sat If any payment date, at the place of payment of the Refunded Obligations, shall be a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized by law to close, then the Escrow Agent may make the payment required by Section 4(a) to the Paying Agent on the first business day following such Saturday, Sunday, legal holiday or day on which banking institutions are authorized by law to close. -3- 0 tC e- �2-11dIr SECTION 5. REINVESTMENT. 5.1 Except as provided in Subsection 3.2 and in this Section, the Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions of the Federal Securities held hereunder. 5.2 At the written request of the City and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer or otherwise dispose of or request the redemption of any of the Federal Securities held hereunder and shall either apply the proceeds thereof to the full discharge and satisfaction of the Refunded Obligations or substitute other Federal Securities for such Federal Securities. The City will not request the Escrow Agent to exercise any of the powers described in the preceding sentence in any manner which would cause any Series 1992 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder. Any such transactions may be effected only if (i) an independent certified public accountant shall certify to the City and the Escrow Agent that the cash and principal amounts of Federal Securities remaining on hand after the transactions are completed, together with the interest due thereon, will be not less than the Escrow Deposit Requirement, and ( ii ) the City and the Escrow Agent shall receive an opinion from nationally recognized bond counsel or tax counsel to the effect that the transactions will not cause such Series 1992 Bonds or the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect on the date of the transactions and applicable to obligations issued on such date. SECTION 6. REDEMPTION OF REFUNDED OBLIGATIONS. The City will exercise its option to redeem the Refunded'Obligations prior to the maturity thereof in accordance with the redemption of the Refunded Obligations shown on Schedule A. The Escrow Agent is hereby appointed agent of the City to give notices of such redemption of the Refunded Obligations at such times and in such manner as is provided in the Resolution adopted on June 19, 1992 and attached hereto as Exhibit "A". Such notices shall be in substantially the form set forth as an exhibit to said Resolution. SECTION 7. RESPONSIBILITIES OF ESCROW AGENT. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the retention of the Federal Securities or the proceeds thereof or any payment, transfer or other application of money or _4_ C� ,®C - q02 -11�f " securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be liable to the City for its negligent or willful acts, omissions or errors which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Agent shall be determined solely by the provisions of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by the Finance Director of the City. SECTION S. RESIGNATION OF ESCROW AGENT. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the City and published by the City once in a daily newspaper of general circulation or a financial journal circulated in the Borough of Manhattan, City and State of New York, not less than sixty (60) days before such resignation shall take effect. Such resignation shall take effect immediately upon the appointment of a new Escrow Agent hereunder, if such new Escrow Agent shall be appointed before the time limited by such notice and shall then accept the duties and obligations thereof. If the Refunded Obligations are outstanding in fully registered form, and the Escrow Agent is able to obtain from the Bond Registrar for the Refunded Obligations, a complete list of the holders thereof and their addresses, the Escrow Agent shall mail the notice of resignation, within the time required, to the holders of the Refunded Obligations in lieu of publication of such notice. SECTION 9. REMOVAL OF ESCROW AGENT. 9.1 The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty --one per centum (51%) in aggregate principal amount of the Refunded Obligations then outstanding, such instruments to be filed with the City and published once by the City in a daily newspaper of general circulation or a financial journal and/or of general circulation in the Borough of Manhattan, City and State of New York, not less than sixty ( 60 ) days before such removal is to take effect as stated in such instrument or instruments. A photocopy of any instrument filed with the City under the provisions of this paragraph shall be delivered by the City to the Escrow Agent. If the Refunded Obligations are outstanding in fully registered form, notice of removal of the Escrow Agent within the time required may be mailed, to the holders of the Refunded Obligations at their addresses in lieu of publication of such notice. 5*70 0 9.2 The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any court of competent jurisdiction upon the application of the City or the holders of not less than five per centum (5%) in aggregate principal amount of the Refunded Obligations then outstanding. . SECTION 10. SUCCESSOR ESCROW AGENT. 10.1 If at any time hereafter the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the City shall appoint an Escrow Agent to fill such vacancy. The City shall publish notice of any such appointment once in each week for two (2) successive weeks in a daily newspa er of general circulation or a financial journal published andTC of general circulation in the Borough of Manhattan, City and State of New York. If the Refunded Obligations are outstanding in fully registered form, and the Escrow Agent is able to obtain from the Bond Registrar for the Refunded Obligations, a complete list of the holders thereof and their addresses, the Escrow Agent shall mail the notice of resignation, within the time required, to the holders of the Refunded Obligations in lieu of publication of such notice. 10.2 At any time within one year after such vacancy shall have occurred, the holders of a majority in principal amount of the Refunded Obligations then outstanding, by an instrument or concurrent instruments in writing, executed by all such holders and filed with the Board, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent heretofore appointed by the City. Photocopies of each such instrument shall be delivered promptly by the City, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the holders. 10.3 If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section, the holder of any Refunded Obligations then outstanding, or any retiring Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. SECTION 11. TERM. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Obligations have been paid and discharged in accordance with the proceedings authorizing the Refunded Obligations. 0 ri /e_g,2-114 SECTION 12. SEVERABILITY. Tf any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreements herein contained shall be null and void and shall be severed from the remaining covenants and agreements and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 13. AMENDMENTS. This Agreement is made for the benefit of the City and the holders from time to time of the Refunded Obligations and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: 13.1 to cure any ambiguity' or formal defect or omission in this Agreement; 13.2 to grant to, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Obligations, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and 13.3 to subject additional funds, securities or properties to this Agreement. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized attorneys on the subject of municipal bonds with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Obligations, or that any instrument executed hereunder complies with the conditions and provisions of this Section. SECTION 14. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be one and the same instrument. SECTION 15. GOVERNING LAW. This Agreement shall be construed under the laws of the State of Florida. -7- CA d1494-//J/ `'I IN WITNESS WHEREOF, the parties hereto have caused this Escrow Deposit Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. [SEAL] ATTEST: [Clerk] [Assistant Clerk] ATTEST: CP:147CP0497G CITY OF TAMARAC, FLORIDA Bv: Iis: [Mayor] [Vice Mayor] [NAME OF ESCROW AGENT] Hy:_ Its: tie - / /4r " SCHEDULE A TO ESCROW DEPOSIT AGREEMENT The Refunded Obligations are the outstanding: [General Obligation Bonds] (City Hall and Police Station Project), Series 1986, dated July 1, 1986 which mature on October 1, 1993, October 1, 1996 and October 1, 2006. General Obligation Bonds, (Police Station Project), Series 1987, dated May 1, 1987, which mature on November 1, 1997 and November 1, 2007.] [Water and Sewer Utility Revenue Bonds, Series 1986, dated June 1, 1986 which mature on October 1, 1992 through October 1, 1996, inclusive, and October 1, 2011.1 Debt Service for the Refunded Obligations, taking into account their early redemption, is set forth below: f 11 SCHEDULE B �J • ((le 9 02--- / / J, I SCHEDULE C The Federal Securities consist of: 1_1 <<g - 2M2 -i If", EXHIBIT "A" 0 CP:147CP0527G -19 0 SCHEDULE C - CONTINUED The cash flow from the Federal Securities is as follows: