HomeMy WebLinkAboutCity of Tamarac Resolution R-2020-046 Temp Reso. #13438—June 10, 2020
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2020- 3r�„%
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA AUTHORIZING THE ISSUANCE OF ITS
CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE,
SERIES 2020 (TAXABLE), IN THE PRINCIPAL AMOUNT OF
$16,620,000 AT ANY ONE TIME, TO REFINANCE ALL OF ITS
OUTSTANDING CAPITAL IMPROVEMENT REFUNDING
REVENUE NOTE, SERIES 2017 (TAXABLE); MAKING CERTAIN
FINDINGS OF PARAMOUNT PUBLIC PURPOSE; PROVIDING
THAT THE SERIES 2020 NOTE SHALL BE A LIMITED
OBLIGATION OF THE CITY PAYABLE FROM LEGALLY
AVAILABLE NON-AD VALOREM REVENUES BUDGETED,
APPROPRIATED AND DEPOSITED AS PROVIDED HEREIN;
PROVIDING FOR THE RIGHTS, SECURITIES AND REMEDIES
FOR THE OWNER OF THE SERIES 2020 NOTE; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; AND PROVIDING FOR
SEVERABILITY AND AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA AS FOLLOWS:
Section 1: Authority for this Resolution. This Resolution is adopted pursuant to the
provisions of the Constitution of the State of Florida, the City Charter of the City of Tamarac,
Florida, Chapter 166, Part II, Florida Statutes, Chapter 159, Part VII, Florida Statutes, and other
applicable provisions of law(collectively,the"Act").
Section 2: Definitions. The following words and phrases shall have the following
meanings when used herein:
"Act"shall have the meaning ascribed thereto in Section 1 hereof.
"Business Day" means any day except any Saturday or Sunday or day on which the
Principal Office of the Original Purchaser is lawfully closed.
"City Attorney" means the City Attorney of the Issuer, or any assistant or deputy City
Attorney.
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Page 2
"City Manager" means the City Manager or assistant, deputy, interim or acting City
Manager of the Issuer.
"Clerk"means the City Clerk or assistant or deputy City Clerk of the Issuer.
"Costs of Essential Services" means costs of General Government and Public Safety, as
such terms are referred to in the Issuer's most recent Comprehensive Annual Financial Report.
"Debt" means at any date (without duplication) all of the following to the extent that
they are secured by or payable in whole or in part from any Non-Ad Valorem Revenues: (A) all
obligations of the Issuer for borrowed money or evidenced by bonds, debentures, notes or
similar instruments; (B) all obligations of the Issuer to pay the deferred purchase price of
property or services, except trade accounts payable under normal trade terms and which arise
in the ordinary course of business; (C) all obligations of the Issuer as lessee under capitalized
leases; and (D) all indebtedness of other Persons to the extent guaranteed by, or secured by,
Non-Ad Valorem Revenues of the Issuer; provided, however, if with respect to any obligation
contemplated in (A), (B), or (C) above, to which the Issuer has covenanted to budget and
appropriate sufficient Non-Ad Valorem Revenues to satisfy such obligation but has not secured
such obligation with a lien on or pledge of any Non-Ad Valorem Revenues then, and with
respect to any obligation contemplated in (D) above, such obligation shall not be considered
"Debt" for purposes of this Resolution unless the Issuer has actually used Non-Ad Valorem
Revenues to satisfy such obligation during the immediately preceding Fiscal Year or reasonably
expects to use Non-Ad Valorem Revenues to satisfy such obligation in the current or
immediately succeeding Fiscal Year. If an obligation is considered "Debt" as a result of the
proviso set forth in the immediately preceding sentence, it shall continue to be considered
"Debt" until the Issuer has not used any Non-Ad Valorem Revenues to satisfy such obligation
for two (2) consecutive Fiscal Years.
"Debt Service Fund"means the Fund established in Section 8 hereof.
"Director of Financial Services" means the Director of Financial Services or any assistant,
interim or deputy Director of Financial Services of the Issuer.
"Financial Advisor"means Larson Consulting Services, LLC, Orlando, Florida.
"Fiscal Year" means the period commencing on October 1 of each year and continuing
through the next succeeding September 30, or such other period as may be prescribed by law.
"Governmental Fund Revenues" shall mean total revenues of the Issuer derived from any
source whatsoever and that are allocated and accounted for in the "governmental funds" as
shown in the annual audited financial statements of the Issuer for the applicable Fiscal Year.
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"Interest Rate"shall have the meaning ascribed thereto in Section 5(A)hereof.
"Issuer" means the City of Tamarac, Florida, a municipal corporation of the State of
Florida.
"Maturity Date"means October 1, 2030.
"Maximum Annual Covenant Debt Service" means the maximum annual debt service on
debt and obligations secured by a covenant to budget and appropriate Pledgeable Non-Ad
Valorem Revenues for the payment thereof, or that are unsecured and expected by the Issuer to
be paid from the Pledgeable Non-Ad Valorem Revenues.
"Mayor"means the Mayor or Vice Mayor of the Issuer.
"Non-Ad Valorem Revenues" means all Governmental Funds Revenues, other than
revenues generated from ad valorem taxation on real or personal property, which are legally
available to make the payments required herein.
"Note Counsel" means Bryant Miller Olive P.A. or any other attorney at law or firm of
attorneys, of nationally recognized standing in matters pertaining to the exclusion from gross
income for federal income tax purposes of interest on obligations issued by states and political
subdivisions, and duly admitted to practice law before the highest court of any state of the
United States of America.
"Original Purchaser"means TD Bank, N.A.
"Owner" or "Owners"means the Person or Persons in whose name or names Series 2020
Note shall be registered on the books of the Issuer kept for that purpose in accordance with
provisions of this Resolution. The Original Purchaser shall be the initial Owner of the Series
2020 Note.
"Permitted Lender" means any affiliate of the Original Purchaser or any bank, trust
company, savings institution, insurance company or qualified institutional buyer under Rule
144A promulgated under the Securities Act of 1933.
"Person" means natural persons, firms, trusts, estates, associations, corporations,
partnerships and public bodies.
"Pledgeable Non-Ad Valorem Revenues" means all legally available non-ad valorem
revenues of the Issuer (excluding revenues of any enterprise fund of the Issuer), which are
legally available to make the payments required by the Resolution.
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"Pledged Revenues" means the Non-Ad Valorem Revenues budgeted, appropriated and
deposited as provided herein and the proceeds of any indebtedness incurred for the purpose of
refinancing the Refunded Note.
"Prime Rate" means that index rate of interest which the Owner, from time to time
announces as its prime rate, which rate is an index rate for guidance to loan officers and is not
necessarily the best or lowest rate charged borrowing customers of the Owner, or if such rate is
no longer announced, such comparable prime rate as shall be published in the Wall Street
Journal.
"Principal Office"means, with respect to the Original Purchaser, the office located at 301
East Pine Street, Suite 1000, Orlando, Florida 32801, or such other office as the Owner may
designate to the Issuer in writing.
"Refunded Note" means the City of Tamarac, Florida Capital Improvement Refunding
Revenue Note,Series 2017(Taxable).
"Resolution"means this Resolution,pursuant to which the Series 2020 Note is authorized
to be issued,including any supplemental resolution(s).
"Series 2020 Note"means the Capital Improvement Refunding Revenue Note, Series 2020
(Taxable)of the Issuer authorized by Section 4 hereof.
"State"means the State of Florida.
Section 3: Findings.
(A) For the benefit of its inhabitants, the Issuer finds, determines and declares that it
is necessary for the continued preservation of the economic welfare, and the health,welfare and
safety of the Issuer and its inhabitants to refinance the Refunded Note. Issuance of the Series
2020 Note to refinance, restructure and extend the principal amortization of the Refunded Note
satisfies a paramount public purpose, because it provides interest rate savings, additional
financial flexibility and improved liquidity through the refinancing of the cost of acquisition,
development and redevelopment of real property within the Issuer which was used for
community development or redevelopment purposes, and various capital improvements within
the Issuer by fostering community development and increased economic activity in the Issuer
by providing a more vibrant community in and for the Issuer and its inhabitants, and for
preserving the continued health,welfare, and safety of the Issuer and its citizens.
(B) Debt service on the Series 2020 Note will be secured by the Pledged Revenues as
provided herein.
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(C) Debt service on the Series 2020 Note and all other payments hereunder shall be
payable from and secured solely by moneys deposited in the manner and to the extent provided
herein. The Issuer shall never be required to levy ad valorem taxes or use the proceeds thereof
to pay debt service on the Series 2020 Note or to make any other payments to be made
hereunder or to maintain or continue any of the activities of the Issuer which generate user
service charges, regulatory fees or any other Non-Ad Valorem Revenues. The Series 2020 Note
shall not constitute a lien on any property owned by or situated within the limits of the Issuer.
(D) It is estimated that the Non-Ad Valorem Revenues will be available in the
Governmental Funds after satisfying funding requirements for obligations having an express
lien on or pledge thereof and after satisfying funding requirements for essential governmental
services of the Issuer, in amounts sufficient to provide for the payment of the principal of and
interest on Series 2020 Note and all other payment obligations hereunder.
(E) The Issuer has received an offer from the Original Purchaser to purchase the
Series 2020 Note and,based on the advice of the Financial Advisor, the Issuer has determined to
accept such offer to achieve the objectives described in Section 3 (A)hereof.
(F) In consideration of the purchase and acceptance of the Series 2020 Note by those
who shall be the Owner thereof from time to time, this Resolution shall constitute a contract
between the Issuer and the Owner.
Section 4: Authorization of Refinancing and Series 2020 Note. Subject and pursuant to the
provisions of this Resolution, an obligation of the Issuer to be known as the "City of Tamarac,
Florida Capital Improvement Refunding Revenue Note, Series 2020 (Taxable)" is hereby
authorized to be issued under and secured by this Resolution in the aggregate principal amount
of$16,620,000 at any one time for the purpose of refinancing the Refunded Note.
Upon the execution and delivery of the Series 2020 Note and simultaneous retirement of
the Refunded Note, the Refunded Note shall no longer be outstanding.
Because of the characteristics of the Series 2020 Note, prevailing market conditions, and
additional savings to be realized from an expeditious sale of the Series 2020 Note, it is in the
best interest of the Issuer to accept the offer of the Original Purchaser to purchase the Series
2020 Note at a private negotiated sale. Prior to the issuance of the Series 2020 Note, the Issuer
shall receive from the Original Purchaser a Lender's Certificate, the form of which is attached
hereto as Exhibit B, and the Disclosure Letter containing the information required by Section
218.385, Florida Statutes, a form of which is attached hereto as Exhibit C.
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Section 5: Description of Series 2020 Note. The Series 2020 Note shall be dated the date of
its execution and delivery, which shall be a date agreed upon by the Issuer and the Original
Purchaser,subject to the following terms:
(A) Interest Rate. The Series 2020 Note shall have a fixed interest rate equal to 2.75%
per annum(subject to adjustment upon the occurrence of certain events as provided herein and
in the Series 2020 Note) calculated on a 30/360 day basis.
(B) Principal and Interest Payment Dates. Interest on the Series 2020 Note shall be
paid semi-annually on each April 1 and October 1, commencing October 1, 2020. Principal on
the Series 2020 Note shall be paid semi-annually on each April 1 and October 1, as set forth in
the Series 2020 Note with a final payment due on the Maturity Date.
(C) Prepayment of the Series 2020 Note. The Series 2020 Note shall be subject to
prepayment as described in the Series 2020 Note.
(D) Form of the Series 2020 Note. The Series 2020 Note is to be in substantially the
form set forth in Exhibit A attached hereto, together with such non-material changes as shall be
approved by the Mayor and the City Manager, such approval to be conclusively evidenced by
the execution thereof by the Mayor and the City Manager. The Series 2020 Note shall be
executed on behalf of the Issuer with the manual or facsimile signatures of the Mayor and the
City Manager and the official seal of the Issuer, be attested with the manual or facsimile
signature of the City Clerk, and be approved as to form by the manual or facsimile signature of
the City Attorney. In case any one or more of the officers who shall have signed or sealed the
Series 2020 Note or whose facsimile signature shall appear thereon shall cease to be such officer
of the Issuer before the Series 2020 Note so signed and sealed has been actually sold and
delivered, such Series 2020 Note may nevertheless be sold and delivered as herein provided and
may be issued as if the person who signed or sealed such Series 2020 Note had not ceased to
hold such office. The Series 2020 Note may be signed and sealed on behalf of the Issuer by such
person who at the actual time of the execution of such Series 2020 Note shall hold the proper
office of the Issuer, although, at the date of such Series 2020 Note, such person may not have
held such office or may not have been so authorized. The Issuer may adopt and use for such
purposes the facsimile signatures of any such persons who shall have held such offices at any
time after the date of the adoption of this Resolution, notwithstanding that either or both shall
have ceased to hold such office at the time the Series 2020 Note shall be actually sold and
delivered.
(E) Original Denomination. The Series 2020 Note shall originally be issued in a
single denomination equal to the original principal amount authorized hereunder.
Section 6: Registration and Transfer of Series 2020 Note; Persons Treated as Owner. The
Series 2020 Note is initially registered to the Original Purchaser. So long as the Series 2020 Note
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shall remain unpaid, the Issuer will keep books for the registration and transfer of the Series
2020 Note. The Series 2020 Note shall be transferable only upon such registration books.
Notwithstanding anything herein to the contrary, the Original Purchaser may in the future
make transfers or enter into participation agreements with respect to the Series 2020 Note;
provided, however, such transfers shall be only to Permitted Lenders and the Series 2020 Note
may not be transferred in a denomination of less than$100,000.
The Person in whose name the Series 2020 Note shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of principal and interest
on such Series 2020 Note shall be made only to or upon the written order of the Owner. All
such payments shall be valid and effectual to satisfy and discharge the liability upon such Series
2020 Note to the extent of the sum or sums so paid.
Section 7: Payment of Principal and Interest;Limited Obligation. The Issuer promises that it
will promptly pay the principal of and interest on the Series 2020 Note at the place, on the dates
and in the mariner provided therein according to the true intent and meaning hereof and
thereof. The Series 2020 Note is secured by a pledge of and lien upon the Pledged Revenues in
the mariner and to the extent described herein. The Series 2020 Note shall not be or constitute a
general obligation or indebtedness of the Issuer as a "bond" within the meaning of Article VII,
Section 12 of the Constitution of Florida,but shall be payable solely from the Pledged Revenues
in accordance with the terms hereof. No holder of the Series 2020 Note issued hereunder shall
ever have the right to compel the exercise of any ad valorem taxing power or taxation of any
real or personal property thereon or the use or application of ad valorem tax revenues to pay
such Series 2020 Note, or be entitled to payment of such Series 2020 Note from any funds of the
Issuer except from the Pledged Revenues as described herein.
Section 8: Covenant to Budget and Appropriate; Establish Debt Service Fund. Subject to the
next paragraph, the Issuer covenants and agrees to appropriate in its annual budget, by
amendment, if necessary, from Non-Ad Valorem Revenues, and to deposit into the Debt Service
Fund hereinafter created, amounts sufficient to pay principal of and interest on the Series 2020
Note not being paid from other amounts as the same shall become due. Such covenant and
agreement on the part of the Issuer to budget, appropriate and deposit such amounts of Non-
Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such
Non-Ad Valorem Revenues or other legally available funds in amounts sufficient to make all
such required payments shall have been budgeted, appropriated, deposited and actually paid.
No lien upon or pledge of such budgeted Non-Ad Valorem Revenues shall be in effect until
such monies are budgeted, appropriated and deposited as provided herein. The Issuer further
acknowledges and agrees that the obligations of the Issuer to include the amount of any
deficiency in payments in each of its annual budgets and to pay such deficiencies from Non-Ad
Valorem Revenues may be enforced in a court of competent jurisdiction in accordance with the
remedies set forth herein.
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Until such monies are budgeted, appropriated and deposited as provided herein, such
covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad
Valorem Revenues, nor does it preclude the Issuer from pledging in the future its Non-Ad
Valorem Revenues, nor does it require the Issuer to levy and collect any particular Non-Ad
Valorem Revenues,nor does it give the Owner a prior claim on the Non-Ad Valorem Revenues
as opposed to claims of general creditors of the Issuer. Such covenant to budget and
appropriate Non-Ad Valorem Revenues is subject in all respects to the prior payment of
obligations secured by a pledge of a particular source or sources of Non-Ad Valorem Revenues
heretofore or hereafter entered into (including the payment of debt service on bonds and other
debt instruments). Anything in this Resolution to the contrary notwithstanding, it is
understood and agreed that all obligations of the Issuer hereunder shall be payable from the
portion of Non-Ad Valorem Revenues budgeted, appropriated and deposited as provided
herein and nothing herein shall be deemed to pledge ad valorem taxing power or ad valorem
tax revenues or to permit or constitute a mortgage or lien upon any assets owned by the Issuer
and no Owner nor any other person, may compel the levy of ad valorem taxes on real or
personal property within the boundaries of the Issuer or the use or application of ad valorem
tax revenues in order to satisfy any payment obligations hereunder or to maintain or continue
any of the activities of the Issuer which generate user service charges, regulatory fees, or any
other Non-Ad Valorem Revenues. The obligation of the Issuer to budget, appropriate, deposit
and make payments hereunder from its Non-Ad Valorem Revenues is subject to the availability
of Non-Ad Valorem Revenues after the satisfaction of the funding requirements for obligations
having an express lien on or pledge of such revenues and the funding requirements for essential
governmental services of the Issuer. Notwithstanding any provisions of this Resolution or the
Series 2020 Note to the contrary, the Issuer shall never be obligated to maintain or continue any
of the activities of the Issuer which generate user service charges, regulatory fees or any Non-
Ad Valorem Revenues. Until such monies are budgeted, appropriated and deposited as
provided herein, neither this Resolution nor the obligations of the Issuer hereunder shall be
construed as a pledge of or a lien on all or any Non-Ad Valorem Revenues of the Issuer, but
shall be payable solely as provided herein and is subject in all respects to the provisions of
Section 166.241, Florida Statutes, and is subject, further, to the payment of services and
programs which are for essential public purpo;cs affecting the health, welfare and safety of the
inhabitants of the Issuer.
There is hereby created and established the "City of Tamarac, Florida Capital
Improvement Refunding Revenue Note, Series 2020 (Taxable) Debt Service Fund (the "Debt
Service Fund")," which fund shall be a trust fund held by the Director of Financial Services,
which shall be held solely for the benefit of the Owner. The Debt Service Fund shall be deemed
to be held in trust for the purpo,cs provided herein for the Debt Service Fund. The money in
the Debt Service Fund shall be continuously secured in the same manner as state and municipal
deposits are authorized to be secured by the laws of the State of Florida. The designation and
establishment of the Debt Service Fund in and by this Resolution shall not be construed to
require the establishment of a completely independent, self-balancing fund as such term is
Temp Reso. #13438-June 10, 2020
Page 9
commonly defined and used in governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues and assets of the Issuer for certain purposes and to
establish certain priorities for application of such revenues and assets as herein provided. The
Issuer may at any time and from time to time appoint one or more depositaries to hold, for the
benefit of the Owner, the Debt Service Fund established hereby. Such depository or
depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing,
transferring and disbursing moneys to and from the Debt Service Fund as herein set forth, and
all records of such depositary in performing such duties shall be open at all reasonable times to
inspection by the Issuer and its agent and employees. Any such depositary shall be a bank or
trust company duly authorized to exercise corporate trust powers and subject to examination by
federal or state authority, of good standing, and having a combined capital, surplus and
undivided profits aggregating not less than fifty million dollars ($50,000,000).
Notwithstanding anything herein to the contrary, the Issuer may invest amounts on
deposit in the Debt Service Fund in accordance with the Act and the Issuer's written investment
policy.
Section 9. Anti-Dilution Test.
(A) During such time as the Series 2020 Note is outstanding hereunder, the Issuer
agrees and covenants not to incur any Debt unless it demonstrates that:
(i) Non-Ad Valorem Revenues shall cover maximum annual debt service on
the Series 2020 Note, any other Debt and such proposed Debt by at least 2.0x (only until
such time as neither the Issuer's Stormwater System Refunding Revenue Bond, Series
2009 nor the Issuer's Sales Tax Refunding Revenue Bonds, Series 2009 remain
outstanding at which time such ratio shall revert to 1.5x). The calculation required in the
preceding sentence shall be determined using the average of actual Non-Ad Valorem
Revenues for the prior two Fiscal Years based on the Issuer's annual audited financial
statements for such Fiscal Years; and
(ii) the remainder of (A) the Pledgeable Non-Ad Valorem Revenues for the
most recent Fiscal Year for which audited financial statements of the Issuer are available,
less (B) the product of (I) the quotient of such Pledgeable Non-Ad Valorem Revenues
divided by the non-enterprise fund revenues for such Fiscal Year, multiplied by (II) the
Costs of Essential Services for such Fiscal Year, and less (C) the maximum annual debt
service on debt and obligations secured by an express lien on all or a portion of the
Pledgeable Non-Ad Valorem Revenues to be outstanding following the issuance of the
proposed debt or obligations is equal to or greater than 1.1x the Maximum Annual
Covenant Debt Service with respect to debt and obligations to be outstanding following
the issuance of the proposed debt or obligations;provided,however, that the Issuer shall
comply with the requirement described in this paragraph (ii) only until such time as
Temp Reso. #13438-June 10, 2020
Page 10
neither the Issuer's Stormwater System Refunding Revenue Bond, Series 2009 nor the
Issuer's Sales Tax Refunding Revenue Bonds, Series 2009 remain outstanding.
[Pledgeable Non-Ad Valorem Revenues - ((Pledgeable Non-Ad Valorem Revenues
Non-Enterprise Fund Revenues) x(Costs of Essential Services)) -maximum annual debt
service secured by lien on Pledgeable Non-Ad Valorem Revenues > 1.1x Maximum
Annual Covenant Debt Service].
(B) For the purposes of the covenants contained in this Section 9, maximum annual
debt service on Debt means, with respect to Debt that bears interest at a fixed interest rate, the
actual annual debt service, and, with respect to Debt which bears interest at a variable interest
rate, annual debt service on such Debt shall be determined assuming that interest accrues on
such Debt at the greater of (i) 4% per annum, or (ii) current "Bond Buyer Revenue Bond Index"
as published in The Bond Buyer no more than two weeks prior to any such calculation;provided,
however, if any Debt, whether bearing interest at a fixed or variable interest rate, constitutes
Balloon Indebtedness, as defined in the immediately following sentence, annual debt service on
such Debt shall be determined assuming such Debt is amortized over 25 years on an
approximately level debt service basis. For purposes of the foregoing sentence, "Balloon
Indebtedness" means Debt, 25% or more of the original principal of which matures or is
obligated to be repaid during any one Fiscal Year. The foregoing notwithstanding,for purposes
of calculating annual debt service, any Debt which bears interest at a variable rate with respect
to which the Issuer has entered into an interest rate swap or interest rate cap for a notional
amount equal to the principal amount of such variable rate indebtedness shall be treated for
purposes of this Section 9 as bearing interest at a fixed rate equal to the fixed rate payable by the
Issuer under the interest rate swap, or the capped rate provided by the interest rate cap.
(C) With respect to debt service on any Debt with respect to which the Issuer elects
to receive or is otherwise entitled to receive direct subsidy payments from the United States
Department of Treasury, when determining the interest on such Debt for any particular interest
payment date the amount of the corresponding subsidy payment shall be deducted from the
amount of interest which is due and payable with respect to such Debt on the interest payment
date, but only to the extent that the Issuer reasonably believes that it will be in receipt of such
subsidy payment on or prior to such interest payment date. In that case, such direct subsidy
payments shall not be treated as Non-Ad Valorem Revenues to avoid double counting.
Section 10. Application of Proceeds of Series 2020 Note and Other Funds. All proceeds from
the Series 2020 Note shall be used to refinance the principal amount of the Refunded Note. The
accrued interest on the Refunded Note and the costs of issuing the Series 2020 Note shall be
paid from other legally available funds of the Issuer.
Section 11: Applicable Provisions of Law; Waiver of Jury Trial. This Resolution shall be
governed by and construed in accordance with the laws of the State. THE OWNER, BY
ACCEPTING THE DELIVERY OF THE SERIES 2020 NOTE, AND THE ISSUER CONSENT TO
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Page 11
FLORIDA JURISDICTION AND AGREE TO WAIVE TRIAL BY JURY IN ANY ACTION
ARISING UNDER THIS RESOLUTION OR THE SERIES 2020 NOTE.
Section 12: Amendment. This Resolution shall not be modified or amended in any
respect subsequent to the issuance of the Series 2020 Note except with the written consent of all
of the Owner.
Section 13: Limitation of Rights. With the exception of any rights herein expressly
conferred,nothing expressed or mentioned in or to be implied from this Resolution or the Series
2020 Note is intended or shall be construed to give to any Person other than the Issuer and the
Owner any legal or equitable right, remedy or claim under or with respect to this Resolution or
any covenants, conditions and provisions herein contained; this Resolution and all of the
covenants, conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of the Issuer and the Owner.
Section 14: Series 2020 Note Mutilated, Destroyed, Stolen or Lost. In case the Series 2020
Note shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a
new Series 2020 Note of like tenor as the Series 2020 Note so mutilated, destroyed, stolen or lost,
in exchange and in substitution for such mutilated Series 2020 Note, or in lieu of and in
substitution for the Series 2020 Note destroyed, stolen or lost and upon the Owner furnishing
the Issuer proof of ownership thereof and indemnity reasonably satisfactory to the Issuer and
complying with such other reasonable regulations and conditions as the Issuer may prescribe
and paying such expenses as the Issuer may incur. The Series 2020 Note so surrendered shall be
canceled.
Section 15: Impairment of Contract. The Issuer covenants with the Owner that it will not,
without the written consent of the Owner, enact any ordinance or adopt any resolution which
repeals, impairs or amends in any manner adverse to the Owner the rights granted to the
Owner hereunder.
Section 16: Budget, Financial and Other Information.
(A) The Issuer shall provide the Owner with a copy of its annual budget, prepared in
accordance with Florida law, within thirty (30) days of its adoption date, and such other
financial information regarding the Issuer as the Owner may reasonably request.
(B) Not later than two hundred ten (210) days after the close of each Fiscal Year, the
Issuer shall provide the Owner with its Comprehensive Annual Financial Report including
annual financial statements for each Fiscal Year of the Issuer, prepared in accordance with
applicable law and generally accepted accounting principles and audited by an independent
certified public accountant.
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Page 12
(C) All accounting terms not specifically defined or specified herein shall have the
meanings attributed to such terms under generally accepted accounting principles as in effect
from time to time, consistently applied.
Section 17: Events of Default; Remedies of Owner. The following shall constitute "Events
of Default:" (i) if the Issuer fails to make any payment of principal of or interest on the Series
2020 Note when due; (ii)if the Issuer defaults in the performance or observance of any covenant
or agreement contained in this Resolution or the Series 2020 Note (other than set forth in (i)
above) and fails to cure the same within thirty (30) days following written notice thereof; (iii)
filing of a petition by or against the Issuer relating to bankruptcy, reorganization, arrangement
or readjustment of debt of the Issuer or for any other relief relating to the Issuer under the
United States Bankruptcy Code, as amended, or any other insolvency act or law now or
hereafter existing, or the involuntary appointment of a receiver or trustee for the Issuer, and the
continuance of any such event for ninety (90) days undismissed or undischarged; (iv) the
occurrence of an event of default with respect to any other indebtedness of the Issuer secured
by a covenant of the Issuer to budget and appropriate Non-Ad Valorem Revenues or a pledge
of a particular source or sources of Non-Ad Valorem Revenues, which results in either case in
the acceleration of such indebtedness of the Issuer; (v) final judgment for the payment of money
in excess of $10,000,000 is rendered against the Issuer, and the Issuer is liable to pay such
judgment pursuant to the provisions of Chapter 768, Florida Statutes or other applicable law,
unless the Issuer demonstrates to the reasonable satisfaction of the Owner that insurance or
adequate reserves are available to make such payment, and at any time after sixty (60) days
from the entry thereof, unless otherwise provided in the final judgment(a) such judgment shall
not have been discharged, or(b) the Issuer shall not have taken and be diligently prosecuting an
appeal therefrom and, to the extent that any final process or proceeding supplementary to
enforce such judgment is lawfully available, such process or proceeding has not been stayed
pending determination of such appeal; (vi) any representation or warranty of the Issuer made
herein is untrue, or (vii) the Issuer fails to have a Public Debt Rating (as such term is defined in
the Series 2020 Note) for a period in excess of 90 days (provided, however, this shall not
constitute an Event of Default if each of Moody's Investors Service, Inc., S&P Global Inc., and
Fitch Ratings Ltd. are no longer in the business of providing municipal ratings).
Upon the occurrence and during the continuation of any Event of Default, the Owner of
the Series 2020 Note may, in addition to any other remedies set forth in this Resolution or the
Series 2020 Note, either at law or in equity, by suit, action, mandamus or other proceeding in
any court of competent jurisdiction, protect and enforce any and all rights under the laws of the
State, or granted or contained in this Resolution, and may enforce and compel the performance
of all duties required by this Resolution, or by any applicable statutes to be performed by the
Issuer.
Upon and during the continuance of an Event of Default, notwithstanding anything
herein to the contrary, the Interest Rate shall adjust to the Default Rate as of the date of the
Temp Reso. #13438-June 10, 2020
Page 13
occurrence. "Default Rate" means the lesser of (a) the maximum rate permitted by applicable
law, and (b) the Prime Rate plus 6.00%per annum.
In case of an Event of Default pursuant to clauses (i) and (iv) above, upon written
declaration of the Owner of at least 100% of the principal amount of the Series 2020 Note, the
entire debt then remaining unpaid under the Series 2020 Note shall be immediately due and
payable.
Section 18: Severability. If any provision of this Resolution shall be held or deemed to be
or shall, in fact, be illegal, inoperative or unenforceable in any context, the same shall not affect
any other provision herein or render any other provision (or such provision in any other
context) invalid,inoperative or unenforceable to any extent whatever.
Section 19: Business Days. In any case where the due date of interest on or principal of a
Series 2020 Note is not a Business Day, then payment of such principal or interest need not be
made on such date but may be made on the next succeeding Business Day, provided that credit
for payments made shall not be given until the payment is actually received by the Owner.
Section 20: Rules of Interpretation. Unless expressly indicated otherwise, references to
sections or articles are to be construed as references to sections or articles of this instrument as
originally executed. Use of the words "herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter" and other equivalent words refer to this Resolution and not solely to the particular
portion in which any such word is used.
Section 21: Captions. The captions and headings in this Resolution are for convenience
only and in no way define, limit or describe the scope or intent of any provisions or sections of
this Resolution.
Section 22: Exemption from Personal Liability. No recourse under or upon any obligation,
covenant or agreement of this Resolution or the Series 2020 Note or for any claim based thereon
or otherwise in respect thereof, shall be had against any City Commission member of the Issuer,
as such, past, present or future, either directly or through the Issuer it being expressly
understood (a) that no personal liability whatsoever shall attach to, or is or shall be incurred by,
the City Commission member of the Issuer, as such, under or by reason of the obligations,
covenants or agreements contained in this Resolution or implied therefrom, and (b) that any
and all such personal liability, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such City Commission member of the
Issuer, as such, are waived and released as a condition of, and as a consideration for, the
execution of this Resolution and the issuance of the Series 2020 Note, on the part of the Issuer.
Temp Reso. #13438-June 10,2020
Page 14
Section 23: Authorizations;Budget Adjustments.
(A) The Mayor and any member of the City Commission, the City Manager, the City
Attorney, the City Clerk, the Director of Financial Services and such other officials and
employees of the Issuer as may be designated by the Issuer are each designated as agents of the
Issuer in connection with the issuance and delivery of the Series 2020 Note and are authorized
and empowered, collectively or individually, to take all action and steps and to execute all
instruments, documents, and contracts on behalf of the Issuer that are necessary or desirable in
connection with the execution and delivery of the Series 2020 Note, and which are specifically
authorized or are not inconsistent with the terms and provisions of this Resolution.
(B) The Director of Financial Services or his or her designee is hereby authorized and
empowered to make all budget adjustments to effectuate the intent of this Resolution.
Section 24: Repealer. All resolutions or parts thereof in conflict herewith are hereby
repealed.
Section 25: No Third Party Beneficiaries. Except such other persons as may be expressly
described in this Resolution or in the Series 2020 Note,nothing in this Resolution or in the Series
2020 Note, expressed or implied, is intended or shall be construed to confer upon any person,
other than the Issuer and the Owner, any right, remedy or claim, legal or equitable, under and
by reason of this Resolution, or any provision thereof, or of the Series 2020 Note, all provisions
thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the
Persons who shall from time to time be the Owner.
[Remainder of page intentionally left blank]
Temp Reso. #13438-June 10, 2020
Page 15
Section 26: Effective Date. This Resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED this 10h day of June, 2020.
CITY OF TAMARAC, FLORIDA
(SEAL)
By: 7.6 cI
Name: Mi elle J. Gomez
Title: Mayor
ATTEST:
BEN JO
CLERK
RECORD OF COMMISSION VOTE:
MAYOR GOMEZ
DIST 1:V/M BOLTON _G
DIST 2: COMM.GELIN J
DIST 3: COMM. FISHMAN
DIST 4: COMM.PLACKO
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM:
'''► %c zo
SAMUEL S. GORE J
CITY ATTORNEY
Temp Reso. #13438-June 10, 2020
Page 16
EXHIBIT A
[FORM OF SERIES 2020 NOTE]
June 17, 2020 $16,620,000
CITY OF TAMARAC, FLORIDA
CAPITAL IMPROVEMENT REFUNDING REVENUE NOTE,
SERIES 2020 (TAXABLE)
KNOW ALL MEN BY THESE PRESENTS that the City of Tamarac, Florida (the
"Issuer"), a municipal corporation created and existing pursuant to the Constitution and the
laws of the State of Florida, for value received, promises to pay from the sources hereinafter
provided, to the order of TD Bank, N.A. or registered assigns (hereinafter, the "Owner"), the
principal sum of $16,620,000, together with interest on the principal balance at the "Interest
Rate" described below, calculated on a 30/360-day basis, however, that such Interest Rate shall
in no event exceed the maximum interest rate permitted by applicable law, on the dates and in
the amounts as hereinafter described with respect to this Note in accordance with the terms
hereof and in the hereinafter defined Resolution. "Interest Rate" means 2.75%, subject to
adjustment in accordance with the terms hereof and in the Resolution. This Note shall have a
final Maturity Date of October 1, 2030.
Unless earlier prepaid, the principal amount of this Note shall be paid in the following
amounts on the following dates:
Dates Amount
10/01/2023 $1,000,000
04/01/2024 1,020,000
10/01/2024 1,030,000
04/01/2025 1,050,000
10/01/2025 1,060,000
04/01/2026 1,080,000
10/01/2026 1,090,000
04/01/2027 1,110,000
10/01/2027 1,120,000
04/01/2028 1,140,000
10/01/2029 1,150,000
04/01/2029 1,170,000
10/01/2029 1,180,000
04/01/2030 1,200,000
10/01/2030 1,220,000
Temp Reso. #13438-June 10, 2020
Page 17
Interest shall be payable via auto debit to the Owner on each April 1 and October 1,
commencing on October 1, 2020. Principal shall be payable as described above via auto debit to
the Owner on each April 1 and October 1, commencing on October 1, 2023.
If any payment due the Owner is more than fifteen (15) days overdue, a late charge of
six percent(6%) of the overdue payment shall be assessed.
Upon providing five (5) Business Days prior notice to the Owner, the Issuer may prepay
this Note on any Business Day in whole or in part without a penalty. The Issuer covenants to
timely use the proceeds of the sale of any real property interests originally acquired with
proceeds of its Taxable Redevelopment Revenue Note, Series 2008 or its Taxable
Redevelopment Revenue Note, Series 2011 to prepay as much of this Note as possible and the
Issuer further covenants not to grant a lien on or to pledge or otherwise encumber such
proceeds in favor of any creditor of the Issuer.
If any date for the payment of principal and interest hereon shall fall on a day which is
not a Business Day the payment due on such date shall be due on the next succeeding day
which is a Business Day, but the Issuer shall not receive credit for the payment until it is
actually received by the Owner.
All payments by the Issuer pursuant to this Note shall apply first to accrued interest,
then to other charges due the Owner, and the balance thereof shall apply to principal.
THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE ISSUER
WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER
PROVISION OR LIMITATION, AND IT IS EXPRESSLY AGREED BY THE OWNER OF THIS
NOTE THAT SUCH OWNER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL
THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE ISSUER OR TAXATION
OF ANY REAL OR PERSONAL PROPERTY THEREIN OR USE OR APPLICATION OF AD
VALOREM TAX REVENUES OF THE ISSUER FOR THE PAYMENT OF THE PRINCIPAL OF
AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS
PROVIDED FOR IN THE RESOLUTION.
This Note is issued pursuant to the Constitution of the State of Florida, Chapter 166, Part
II, Florida Statutes, Chapter 159, Part VII, Florida Statutes, the municipal charter of the Issuer
and a resolution duly adopted by the Issuer on June 10, 2020, as amended and supplemented
from time to time (herein referred to as the "Resolution"), and is subject to all the terms and
conditions of the Resolution. All terms, conditions and provisions of the Resolution including,
without limitation, remedies in the Event of Default, are by this reference thereto incorporated
herein as a part of this Note. Payment of the Note is secured by a pledge of and lien upon the
Pledged Revenues, in the manner and to the extent described in the Resolution. Terms used
herein in capitalized form and not otherwise defined herein shall have the meanings ascribed
thereto in the Resolution.
Temp Reso. #13438-June 10, 2020
Page 18
This Note may be transferred by the Owner hereof but only upon the registration books
maintained by the Issuer and in the manner provided in the Resolution.
If at any time this Note is outstanding and all of the unenhanced long-term ratings on
any outstanding debt of the Issuer (each a "Public Debt Rating") are withdrawn or suspended
for credit-related reasons, or if no debt of the Issuer is rated at least either Baal, BBB+ or BBB+
(the "Minimum Underlying Ratings"), by either Moody's Investors Service, Inc., S&P Global
Inc., or Fitch Ratings Ltd., respectively (or if any such rating agencies change their categories,
the rating category that most closely approximates the Minimum Underlying Ratings), this
Note shall bear interest at the Non-Investment Grade Adjusted Rate. For purposes of this Note,
the term " Non-Investment Grade Adjusted Rate" shall mean the lesser of (i) 6% per annum in
excess of the Prime Rate as quoted in the Wall Street Journal, or (ii) the maximum interest rate
permitted by applicable law. If the Issuer no longer has any Public Debt Rating, it covenants to
apply and obtain a Public Debt Rating within 90 days.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist,happen and be performed precedent to and in the execution, delivery and the
issuance of this Note do exist, have happened and have been performed in due time, form and
manner as required by law, and that the issuance of this Note is in full compliance with and
does not exceed or violate any constitutional or statutory limitation.
[Remainder of page intentionally left blank]
Temp Reso. #13438-June 10, 2020
Page 19
IN WITNESS WHEREOF, the City of Tamarac, Florida has caused this Note to be
executed in its name by the manual or facsimile signatures of its Mayor and City Manager,
attested and by the manual or facsimile signature of its City Clerk, and approved as to form by
the manual of facsimile signature of its City Attorney, and its seal to be impressed hereon, all as
of this 17th day of June, 2020.
CITY OF TAMARAC, FLORIDA
(SEAL)
By: i/1,6ii,e,(i-o- J
Name: Michelle J. Gomez /
Title: Mayor
Name: Michael C. Cernech
Title: City Manager
ATTESTED APPROVED AS TO FORM
By: Cit a- Z,. ems--- By: 0 6s 12Q
Name: J ifer �Jo o , C C Name: Samuel S. Goren )
Tit : City Clerk Title: City Attorney
Temp Reso. #13438—June 10, 2020
Page 20
EXHIBIT B
FORM OF LENDER'S CERTIFICATE
This is to certify that TD Bank, N.A. (the "Lender") has made a loan (the "Loan") to the
City of Tamarac, Florida (the "Issuer"). The Loan is evidenced by the Issuer's $16,620,000
Capital Improvement Refunding Revenue Note, Series 2020 dated June 17, 2020 (the "Note").
The Lender acknowledges that the Note is being issued to evidence a private direct loan and not
as part of publicly offered municipal securities. The Note shall not be rated or have a CUSIP
number assigned. Any capitalised terms not otherwise defined herein shall have the meanings
set forth in a resolution adopted by the City Commission of the Issuer on June 10, 2020 (the
"Resolution").
We are aware that investment in the Loan involves various risks, that the Note is not a
general obligation of the Issuer or payable from ad valorem tax revenues, and that the
repayment of the Loan is secured solely from the sources described in the Resolution(the "Loan
Security").
We have made such independent investigation of the Loan Security as we, in the
exercise of sound business judgment, consider to be appropriate under the circumstances. In
making our lending decision, we have relied upon the accuracy of information which has been
provided to us by the Issuer and the Financial Advisor.
We have knowledge and experience in financial and business matters and are capable of
evaluating the merits and risks of the Loan and can bear the economic risk of our Loan.
The Lender has conducted its own investigation, to the extent it deems satisfactory or
sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of
the Issuer in connection with the Loan and no inference should be drawn that the Lender,in the
acceptance of said Note, is relying on Note Counsel or Issuer's Counsel as to any such matters
other than the legal opinions rendered by Note Counsel, Bryant Miller Olive P.A., and by
Issuer's Counsel, Goren,Cherof,Doody&Ezrol,P.A.
We acknowledge that we are making the Loan for our own account. We will not
knowingly take any action to cause the Note to be characterized as a security issued by the
Issuer.
We understand that the Loan is evidenced by the Note and the Note is issued in a single
denomination equal to the aggregate principal amount of the Loan and may not be transferred
except in whole and will not be transferred to any kind of trust under any circumstances, and
we further understand the Loan may not be transferred in denominations less than $100,000
even in whole. The Note may only be sold to a Permitted Lender in a denomination of not less
Temp Reso. #13438-June 10, 2020
Page 21
than $100,000. 'Permitted Lender" means any affiliate of the Lender or any bank, trust
company, savings institution, insurance company or qualified institutional buyer under Rule
144A promulgated under the Securities Act of 1933.
We are not acting as a broker or other intermediary and are funding the Loan with our
own capital and for our own account and not with a present view to a resale or other
distribution to the public. We are a national bank.
This Certificate is furnished by us as Lender based solely on our knowledge on the day
hereof and is solely for the benefit of the Issuer. We disclaim any obligation to supplement this
letter to reflect any facts or circumstances that may hereafter come to our attention.
DATED this 17th day of June,2020.
1'D BANK, N.A.
By:
Name: Sterling Harrell
Title: Director
Temp Reso. #13438-June 10, 2020
Page 22
EXHIBIT C
FORM OF DISCLOSURE LETTER
The undersigned, as purchaser, proposes to negotiate with the City of Tamarac, Florida
(the "Issuer") for the private purchase of its City of Tamarac, Florida Capital Improvement
Refunding Revenue Note, Series 2020 (Taxable) (the "Note"), in the principal amount of
$16,620,000. Prior to the award of the Note,the following information is hereby furnished to the
Issuer:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to
be incurred for services rendered to us (the "Bank") in connection with the issuance of the Series
2020 Note(such fees and expenses to be paid by the Issuer):
$7,500
Bank's Counsel
Greenspoon Marder Law
2. (a) No other fee, bonus or other compensation will be paid by the Bank in
connection with the issuance of the Note to any person not regularly employed or retained by
the Bank (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as
specifically enumerated as expenses to be incurred by the Bank, as set forth in paragraph (1)
above.
(b) No person has entered into an understanding with the Bank, or to the
knowledge of the Bank, with the Issuer, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary
between the Issuer and the Bank or to exercise or attempt to exercise any influence to affect any
transaction in the purchase of the Note.
3. The amount of the underwriting spread expected to be realized by the Bank is$0.
4. The management fee to be charged by the Bank is $0.
5. Truth-in-Bonding Statement:
The Note is being issued to refinance the Refunded Note, as described in the Resolution
hereafter defined.
Unless earlier redeemed, the Series 2020 Note is expected to be repaid by October 1,
2030; at an interest rate of 2.75% total interest paid over the life of the Note is estimated to be
$3,161,574.17.
Temp Reso. #13438-June 10, 2020
Page 23
The Note will be payable solely from the Pledged Revenues as described in a resolution
of the Issuer adopted on June 10, 2020 (the "Resolution"). See the Resolution for a definition of
the Pledged Revenues. Based on the above assumptions, issuance of the Note is estimated to
result in a maximum of approximately $2,470,300.00 of revenues of the Issuer not being
available to finance the other services of the Issuer each year during the life of the Note.
6. The name and address of the Bank is as follows:
TD Bank, N.A.
301 East Pine Street, Suite 1000
Orlando,Florida 32801
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Letter on behalf
of the Bank this 17th day of June, 2020.
IL)BANK, N.A.
By:
Name: Sterling Harrell
Title: Director