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RESOLUTION 86-01 CRA FOR FINANCING ACQUISITION CONSTRUCTION AND LEASING OFFCE BULDING AND PUBLC PARKING -~ ." ) I .. " RESOLUTION NUMBER 86-1 ( CRA) A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA PROVIDING FOR THE FINANCING, ACQUISmON, CONSTRUCTION AND LEASING OF A COMMUNITY REDEVELOPMENT PROJECT CONSISTING OF LAND FOR USE AS A SITE FOR AN OFFICE BUILDING AND PUBLIC PARKING AND OTHER IMPROVEMENTS IN THE CITY OF CLEARWATER, FLORIDA IN THE CITY'S REDEVELOPMENT AREA; AUTHORIZING THE ISSUANCE BY THE COMMUNITY REDEVELOPMENT AGENCY OF NOT EXCEEDING $2,500,000 TAX INCREMENT AND LEASE REVENUE BONDS, SERIES 1986, TO FINANCE THE COST THEREOF; PROVIDING FOR THE FUNDING OF THE REDEVELOPMENT TRUST FUND; PLEDGING THE TAX INCREMENT REVENUES OF THE CITY AND PROJECT LEASE REVENUES TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS; AUTHORIZING EXECUTION OF VARIOUS LEASES FOR THE PROJECT: PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE BONDS; AUTHORIZING EXECUTION OF A LEASE OF A PORTION OF THE PROJECT TO THE CITY OF CLEARWATER; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, AS FOLLOWS: Section 1. AUTHORITY FOR THIS RESOLUTION. This resolution is adopted pursuant to the provisions of the Act, hereinafter defined. Section 2. DEFINITIONS. The following terms in this ordinance shall have the following meanings unless the text otherwise expressly requires: (A) "1986 Bonds" shall mean the obligations of the Issuer authorized to be issued pursuant to Section 6 of this Resolution. (B) "Act" means Chapter 163, Part III, Florida Statutes, and other applicable provisions of law. (C) "Amortization Installments" with respect to any Term Bonds of a series, shall mean an amount so designated which is established for the Term Bonds of such series, provided that (i) each such installment shall be deemed to be due on such interest or principal maturity date of each applicable year as is fixed by subsequent resolution of the City and shall be a multiple of $5,000, and (ii) the aggregate of such installments for such series shall equal the aggregate principal amount of Term Bonds of such series authenticated and delivered on original issuance. (D) "Authorized Investments" shall mean any of the following which at the time are legal investments for the Issuer under applicable laws for the moneys held under LKL-07/30/85-840A-2223 Rev.08/06/85 Rev.10/29/85 Rev.02/l2/86 Rev.02/l9/86 -1- CRA Res. 86-1 "".J .~. r /,J Y7 c../ 11..." L./ / 2/20/86 0)"' J I this Resolution then proposed to be invested therein: (a) United States Treasury notes, bonds, bills or certificates or indebtedness, or obligations for which the faith and credit of the United States are pledged for the payment of principal and interest, and/or (b) obligations of Export Import Bank of the United States, Federal Financing Bank, Farmer's Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority, Government National Mortgage Association, and/or (c) certificates of deposit properly secured at all times, by collateral security described in (a) and (b) above (Such agreements are only acceptable with commercial banks, savings and loans associations, and mutual savings banks), (d) time (including savings accounts) or demand deposits in any bank or trust company authorized to accept deposits of public funds, which are fully insured by the FSLlC or FDIC, and/or (e) repurchase agreements with a financial ~ institution or recognized dealer which are fully secured at all times by obligations described in (a) through (d) of this definition, and/or (f) investments pursuant to Chapter 218, Part IV, Florida Statutes, the Investment of Local Government Surplus Funds Act. (E) "Bond Service Requirement" for any Bond Year or Fiscal Year, as applicable, as applied to the Bonds of any series, shall mean the sum of: (1) The amount required to pay the interest becoming due on the Bonds of such series during such period, except to the extent that such interest shall have been provided by payments into the Sinking Fund out of bond proceeds for a specified period of time. (2) The amount required to pay the principal of Serial Bonds of such series maturing in such period. (3) The Amortization Installment for the Term Bonds of such series for such period. In computing the Bond Service Requirement for any period for Bonds of any series, the Issuer shall assume that an amount of the Term Bonds of such series equal to the Amortization Installment for the Term Bonds of such series for such period will be retired by purchase or redemption in such period or that payment of such amount of Term Bonds at maturity will be fully provided for in such period. When determining the amount of principal of and interest on the Bonds which mature in any period, for purposes of this Resolution or the issuance of any Additional Parity Bonds, the stated maturity date of Term Bonds shall be disregarded, and the Amortization Installment, if any, applicable to Term Bonds in such period shall be deemed to mature in such period. L KL-O 2/19/8 6-840A-2 223 -2- 1 J (F) "Bond Year" shall mean the annual period ending on a principal ma turi ty date. LKL-02/19/86-840A-2223 -3- ~ --. J I (V) "Parking System" shall mean all of the City's existing off-street and on- street parking facilities, excluding those facilities in existence on February 14, 1983 for the use of which no fee was charged as of January 1, 1983, until such time as a fee is charged for the use thereof, together with any and all improvements and additions thereto hereafter constructed or acquired. (W) "Pledged Revenues" shall mean the Lease Revenues and the Tax Increment Revenues. (X) "Redevelopment Area" shall mean the area designated as a community redevelopment area by the City pursuant to Chapter 163, Florida Statutes, and Ordinance No. 2576-81 of the City, as amended. (Y) "Redevelopment Project" shall mean undertakings, activities or projec!s of the Issuer within its designated slum or blighted areas or the provision of affordable housing to residents of low or moderate income including the elderly. "1986 Project" shall mean the acquisition, and sale to the Developer, of Parcel A, Parcel B and Parcel C described in the Development Agreement, and the construction and leasing of public parking and other public improvements in the Redevelopment Area. (Z) "Redevelopment Trust Fund" shall mean the redevelopment trust fund established under Section 163.387, Florida Statutes, and Ordinance No. 2779-82 of the City. (AA) "Registered Holder" or "Bondholders" or any similar term shall mean the registered owner of a Bond as shown on the registra tion books of the Registrar. (BB) "Registrar" shall mean the paying agent for the Bonds, as Bond Registrar, or such other person, firm or corporation as may thereafter be from time to time designated by the City as the Registrar for the Bonds. (CC) "Resolution" shall mean this resolution of the Issuer as hereafter amended and supplemented from time to time in accordance with the provisions hereof. (DD) ''Serial Bonds" shall mean the Bonds of a series which shall be stated to mature in annual installments. (EE) "State" shall mean the State of Florida. (FF) "Tax Increment Revenues" shall mean the revenues paid into the Redevelopment Trust Fund. (GG) "Tax Reform Bill" means H.R. 3838, as adopted by the House of Representatives of the Congress of the United States of America in December, 1985, or such other similar successor or amended legislation as may be enacted and become law. L KL-02/19 /86-840A-2223 -4- J J (HH) "Term Bonds" shall mean the Bonds of a series all of which shall be stated to mature on one date and which shall be subject to retirement by operation of the Bond Amortization Account. Section 3. FINDINGS. It is hereby found, determined and declared that: A. The Issuer has entered into the Development Agreement, pursuant to which the Issuer has agreed to acquire certain land in the City's Redevelopment Area for the City and others and resell it to the Developer, for the purpose of improving the Redevelopment Area by construction of a commercial office building and adjacent parking garage to be owned and operated by the Developer. The difference between the cost of acquisition of such property and the sale proceeds received by the Issuer from the sale of such property pursuant to the Act constituted a lawful expenditure of public funds for ~a public purpose. Pursuant to the Development Agreement, the Issuer has also agreed to acquire the City Parcel and to contract with the Developer for construction of a parking garage and thereafter to lease it to the City for operation as a part of the City's Parking System (whiCh the Issuer proposes to consummate pursuant to the City Lease). The rehabilitation, conservation or redevelopment of these areas is necessary in the interest of the public health, safety, morals and welfare of the residents of the City, and such purposes will be furthered by the 1986 Project, which constitutes a Redevelopment Project. The 1986 Project is located in the Redevelopment Area and is in furtherance of the Redevelopment Plan for Downtown Clearwater adopted pursuant to Ordinance No. 2576-81 of the City, as amended. B. The Issuer will derive Tax Increment Revenues from the office building and parking garage to be owned and operated by the Developer and from other improvements in the Redevelopment Area, and these revenues, which are not now pledged for payment of any other obligations, will be sufficient, together with the Lease Revenues, to pay all of the principal of and interest on the 1986 Bonds as the same shall become due and all reserve, sinking fund and other payments provided for in this Resolution. C. The Issuer will derive Lease Revenues from the leasing of a portion of the 1986 Project to the City pursuant to the City Lease, and may derive other Lease Revenues from any other Operating Lease, which Lease Revenues are not now pledged for payment of any other obligations, and will be sufficient, together with the Tax Increment Revenues, to pay all of the principal of and interest on the 1986 Bonds as the same shall L KL-02/19/86-8 40A-2223 -5- J I become due and all reserve, sinking fund and other payments provided for in this Resolution. D. The estimated cost of the 1986 Project is the sum of not exceeding $2,500,000. Such costs shall be paid from the proceeds derived from the sale of the 1986 Bonds, together with other funds, if any, available to the Issuer. E. The principal of and interest on the 1986 Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Pledged Revenues as provided herein. The 1986 Bonds shall not constitute an indebtedness, liability, general or moral obligation, or a pledge of the faith or loan of the credit of the Issuer, the City, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the State of Florida, nor any politic~l subdivision thereof, nor the Issuer or the City shall be obligated to pay the principal of the 1986 Bonds, the interest thereon, or other costs incidental thereto except from the Pledged Revenues, in the manner provided herein. Neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof shall be pledged to the principal of the 1986 Bonds or the interest thereon or other charges incident thereto. The 1986 Bonds shall not constitute a lien upon the Parking System, or any part thereof, or on any other property of the Issuer or the City, but shall constitute a lien only on the Pledged Revenues in the manner provided herein. Section 4. 1986 PROJECT AUTHORIZED. The Issuer is hereby authorized to acquire and construct the 1986 Project. The cost of any Project shall be deemed to include, without limitation, in addition to the cost of the items described in the plans and specifications for the Project, the cost of any lands or interest therein or any other properties deemed necessary or convenient therefor; engineering, legal and financing expenses; expenses for estimates of costs and of revenues; expenses for plans, specifications and surveys; the fees of fiscal agents, financial advisors or consultants; administrative expenses for plans, specification~ and surveys; administrative expenses relating solely to the construction and acquisition of the Project; the premiums and other costs of obtaining insurance on the Bonds; interest upon the Bonds during construction and initial operation of the Project; the creation and establishment of reasonable reserves for debt service, including, but not limited to, repayment to the City of sufficient moneys to retire the principal of and interest on the City's $980,000 Bond Anticipation Note, dated July 31, 1985; discount on sale of Bonds; repayment of interim advances and indebtedness, if any; and such other costs and expenses as may be necessary or incidental L KL-02/19/86-840A-2223 -6- I I LKL-02/19/86-840A-2223 -8- I I Section 9. NEGOTIABILITY AND REGISTRATION. Subject to the pro- visions hereof respecting registration and transfer, the Bonds issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive holder, in accepting any of the Bonds shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the Uniform Commercial Code - Investment Securities of the State of Florida. SECTION 10. REGISTRATION, EXCHANGE AND TRANSFER. There shall be a Bond Registrar for the Bonds. The Bond Registrar shall maintain the registration books of the Issuer and be responsible for the transfer and exchange of the Bonds. The Bond Registrar shall maintain the books for the registration of the transfer and exchang,e of the Bonds in compliance with the Florida Registered Public Obligations Act and the system of registration as established by the Issuer pursuant thereto. Bonds may be transferred upon the registration books, upon delivery to the Registrar, together with written instructions as to the details of the transfer of such Bonds, along with the social security number or federal employer identification number of such transferee and, if such transferee is a trust, the name and social security or federal employer identification numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of the trustee. No transfer of any Bond shall be effective until entered on the registration books maintained by the Bond Registrar. Upon surrender for transfer or exchange of any Bond, the Issuer shall execute and the Bond Registrar shall authenticate and deliver in the name of the registered owner or the transferee or transferees, as the case may be, a new fully registered Bond or Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the registered owner is entitled to receive at the earliest practicable time in accordance with the provisions of this Resolution. The Issuer or the Bond Registrar may charge the owner of such Bond for every such transfer or exchange an amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or other governmental charge required to be paid with respect to such transfer, and may require that such charge be paid before any such new Bond shall be delivered. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Bond Registrar), shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of LKL-02/19/86-840A-2223 -9- r/ y J I signature satisfactory to the Bond Registrar, duly executed by the registered holder or by his duly authorized attorney in fact or legal representative. All Bonds delivered upon transfer or exchange shall bear interest from the preceding interest payment date so that neither gain nor loss in interest shall result from the transfer or exchange. New Bonds delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the Bond surrendered, shall be secured by this Resolution and shall be entitled to all of the security and the benefits hereof to the same extent as the Bonds surrendered. The Issuer and the Bond Registrar shall treat the Registered Holder of any Bond as the absolute owner thereof for all purposes, whether or not such Bonds shall be overdue, and shall not be bound by any notice to the contrary. Notwithstanding the foregoing provisions of this section, the Issuer reserves the right, on or prior to the delivery of the Bonds to amend or modify the foregoing provisions relating to the registration of the Bonds by resolution or ordinance in order to comply with all applicable laws, rules, and regulations of the United States and/or the State of Florida relating thereto. Section 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion issue and deliver a new Bond of like tenor as the Bond if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the holder furnishing the Issuer proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expenses as the Issuer may incur. All Bonds so surrendered shall be cancelled by the Registrar for the Bonds. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section shall constitute original, additional contractual obligations on the part of the Issuer 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 the source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Bonds issued hereunder. LKL-02/19/86-840A-2223 -10- w/ r/ I I Section 12. PROVISIONS FOR REDEMPTION. The Bonds shall be redeem- able as provided by subsequent resolution of the Issuer. Bonds in denominations greater than an authorized denomination shall be deemed to be an equivalent number of Bonds in the denomination of an authorized denomination. If a Bond is of a denomination larger than an authorized denomination, a portion of such Bond may be redeemed, in the amount of an authorized denomination or integral multiplies thereof. Notice of such redemption, identifying the Bonds or portions thereof called for redemption (i) shall be filed with the paying agents and any Registrar; and (ii) shall be mailed by the Registrar, first-class mail, postage prepaid, to all registered owners of the Bonds to be redeemed not more than thirty (30) days and not less than fifteen (15) days prior to the date fixed for redemption at their addresses as they appear on U~e registration books to be maintained in accordance with the provisions hereof. Failure to give such notice by mailing to any owner of Bonds, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds. Notice having been mailed and filed in the manner and under the conditions hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date. On the date so designated for redemption, notice having been mailed and filed and moneys for payment of the redemption price being held in separate accounts in trust for the holders of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the holders or Registered Owners of such Bonds or portions of Bonds, shall have no rights in respect thereof except to receive payment of the redemption price thereof. Upon surrender of any Bond for redemption in part only, the Issuer Shall issue and deliver to the holder thereof, the costs of ,which shall be paid by the Registered Holder, a new Bond or Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion surrendered. Section 13. FORM OF 1986 BONDS. The text of the 1986 Bonds and the certificate of authentication shall be in substantially the following form with such omissions, insertions and variations as may be necessary and desirable and authorized and permitted by this Resolution or by any subsequent resolution adopted prior to the issuance thereof: LKL-02/19/86-840A-2223 -11- ." ~~/ I I (Form of Bonds) No. R- UNITED STATES OF AMERICA $ STATE OF FLORIDA COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA TAX INCREMENT AND LEASE REVENUE BOND, SERIES 1986 Rate of Interest Ma turi ty Da te Da ted Da te Cusip Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the Community Redevelopment Agency of the City of Clearwater, Florida, a public body corporate and politic of the State of Florida (hereinafter called "Agency"), for value received, hereby promises to pay to the Registered Holder identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount shown above, solely from the revenues hereinafter mentioned, and to pay solely from such revenues, interest on said sum from the date of this Bond or from the most recent interest payment date to which interest has been paid, at the Rate of Interest per annum set forth above until the payment of such principal sum, such interest being payable on , 1986, and semiannually thereafter on 1 of each year. The principal of and premium, if 1 and any, on this Bond are payable upon presentation and surrender hereof on the date fixed for maturity or redemption at the principal office of (the "Paying Agent") in , Florida, or at the office designated for such payment of any successor thereof. The interest on this Bond, when due and payable, shall be paid by check or draft mailed to the Registered Holder, at his address as it appears on the Bond Register, at the close of business on the Record Date or, in the case of payment after default, a special record date, as provided in the Resolution hereinafter mentioned. All amounts due hereunder shall be payable in any coin or currency of the United States of America which is at the time of payment legal tender for the payment of public or private debts. This Bond is one of a duly authorized issue of Bonds of the Agency designated "Tax Increment and Lease Revenue Bonds, Series 1986" in the aggregate principal amount of $ , of like tenor and effect, except as to number, date, maturity, interest rate and redemption provisions, issued to finance the cost of land acquisition in LKL-02/19/86-840A-2223 -12- ~ I I the Agency's Redevelopment Area and acquisition and construction of additions, extensions and improvements to the Parking System of the City of Clearwater, Florida (the "City"), and in the Redevelopment Area (collectively, the "Project"), pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 163, Part III, Florida Statutes, and other applicable provisions of law (the "Act"), and a Resolution adopted by the Agency on , 1986 (the "Resolution"). This Bond and the issue of Bonds of which it is a part are special obligations of the Agency payable solely from and secured by an irrevocable lien upon and pledge of the tax increment revenues deposited into the City's Redevelopment Trust Fund ("Tax Increment Revenues") and lease revenues derived by the Agency from any and all leases Qf the Project, including a Lease Agreement dated as of , 1986 between the Agency and the City (the "Lease Revenues"), such Tax Increment Revenues and Lease Revenues being collectively referred to herein as the "Pledged Revenues," all in the manner provided in the Resolution. This Bond does not constitute a general obligation, or a pledge of the faith, credit or taxing power of the Agency, the City, the State of Florida or any political subdivision thereof, within the meaning of any constitutional or statutory provision or limitation. Neither the State of Florida nor any political subdivision thereof, nor the Agency nor the City shall be obligated (1) to exercise its ad valorem taxing power or any other taxing power in any form on any real or personal property in the City to pay the principal of the Bonds, the interest thereon or other costs incident thereto or (2) to pay the same from any other funds of the Agency, except from the Pledged Revenues, in the manner provided herein. It is further agreed between the Agency and the Registered Holder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien on the City's Parking System or any property of the Agency, but shall constitute a lien only on the Pledged Revenues, in the manner provided in the Resolution. (INSERT REDEMPTION PROVISIONS) Bonds in denominations greater than $ Principal Amount shall be deemed to be an equivalent number of Bonds of the denomination of $ Principal Amount. Notice of redemption identifying the Bonds or portions thereof to be redeemed will be given by the Registrar as provided in the Resolution. All Bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time. LKL-02/19/86-840A-2223 -13- I I 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 the Bonds of this issue does not violate any constitutional or statutory limitations or provisions. Subject to the provisions of the Resolution respecting registration, this Bond is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code - Investment Securities of the State of Florida. Subject to the limitations and upon payment of the charges provided in the Resolution, Bonds may be exchanged for a like aggregate Principal Amount of Bonds ~f other authorized denominations of the same maturity, and are transferable by the Registered Holder in person or by his attorney duly authorized in writing at the above- mentioned office of the Registrar. The Agency shall deem and treat the Registered Holder hereof as the absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Agency shall not be affected by any notice to the contrary. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of authenti- cation endorsed hereon shall have been duly signed by the Registrar. LKL-02/19/86-840A-2223 -14- l I IN WITNESS WHEREOF, the Community Redevelopment Agency of the City of Clearwater, Florida, has issued this Bond and has caused the same to be executed by the manual or facsimile signature of its Chairman and attested by the manual or facsimile signature of its Clerk, and its official seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon, as of , 1986. COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA (SEAL) Chairman ATTEST: Clerk LKL-02/19/86-840A-2223 -15- I I CERTIFICATE OF AUTHENTICATION OF BOND REGISTRAR This Bond is one of the Issue of the within described Bonds. The Rate of Interest, Maturity Date, Registered Holder and Principal Amount shown above are correct in all respects and have been recorded, along with the applicable federal taxpayer identification number and the address of the Registered Holder, in the Bond Register maintained at the principal offices of the undersigned. , Registrar Date of Registration and Authentication: By: Authorized Officer LKL-02/19/8 6-840A -2223 -16- I I ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells, assigns, and transfers unto (Please insert name and Social Security or Federal Employer Identification number of assignee) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints (the "Transferee") as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Oa te: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a com mercial bank or a trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable la ws or regulations: TEN COM - as tenants in common UNIF GIF MIN ACT- ( Cust.) TEN ENT - as tenants by the entireties Custodian for (Minor) JT TEN as joint tenants with right of survivor- ship and not as tenants in common under Uniform Gifts to Minors Act of (:state) Addi tional abbreviations may also be used though not in list above. LKL-02/19/86-840A-2223 -17- 1 , Section 14. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest and premium, if any, received from the sale of any or all of the 1986 Bonds shall be deposited in a trust fund which is hereby created, established and designated as the "Series 1986 Project Trust Fund" (hereinafter called the "Project Trust Fund"). The Project Trust Fund shall be deposited with any banking institution in the State of Florida approved as a depository for funds of the Issuer and subsequently designated by the Issuer. The proceeds of the 1986 Bonds shall be applied by the Issuer simultaneously with the delivery of such 1986 Bonds to the purchaser thereof, as follows: A. The accrued interest and capitalized interest, if any, for a period not exceeding 12 months after such date of delivery, shall be deposited in the Interest Account in the Sinking Fund herein created and shall be used only for the purpose gf paying interest becoming due on the 1986 Bonds. B. A sum equal to the Maximum Bond Service Requirement coming due on the 1986 Bonds during any ensuing Bond Year shall be paid to the City pursuant to the City Lease and applied as provided therein, to the extent required to maintain the Reserve Requirement under the City Parking System Bond Ordinance (as defined in the City Lease), and the balance of such Maximum Bond Service Requirement shall be deposited in the Reserve Account in the Sinking Fund, herein created and established, and shall be used only for the purposes provided therefor. C. Unless paid or reimbursed by the original purchasers of the 1986 Bonds, the Issuer shall pay all costs and expenses in connection with the preparation, issuance and sale of the 1986 Bonds, and all other similar costs incurred in connection with the acquisition of the 1986 Project. D. The remainder of the proceeds shall be used only for the payment of the cost of the 1986 Project and purposes incidental thereto. Pending such application, the moneys in the Project Trust Fund shall be invested in Authorized Investments maturing at or prior to the times when such funds will be needed, in accordance with a schedule approved by the Issuer Representative and the earnings thereon shall remain in and be available only for the purposes of the 1986 Project. Any balance of unexpended moneys in the Project Trust Fund after completion of the 1986 Project shall be deposited in the Sinking Fund herein established. Section 15. SPECIAL OBLIGATIONS OF ISSUER. The 1986 Bonds shall be special obligations of the Issuer, payable solely from the Pledged Revenues as herein provided. The 1986 Bonds do not constitute an indebtedness, liability, general or moral LKL-02/19/86-840A-2223 -18- I I obligation or a pledge of the faith or loan of the credit of the Issuer, the City, the State of Florida or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the State of Florida nor any political subdivision thereof nor the Issuer nor the City shall be obligated to pay the principal of the 1986 Bonds, the interest thereon or other costs incident thereto except from the Pledged Revenues, in the manner provided herein. Neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof is pledged to the payment of the principal of the 1986 Bonds or the interest thereon or other costs incident thereto. The Redevelop- ment Trust Fund shall receive the Tax Increment Revenues as provided by law. The acceptance of the 1986 Bonds by the Registered Holders from time to time thereof shall be deemed an agreement between the Issuer and such Registered Holders that the Bon~s and the indebtedness evidenced thereby shall not constitute a lien upon the Parking System, or any part thereof, or any property of the Issuer, but shall constitute a lien only on the Pledged Revenues, in the manner hereinafter provided. The payment of the principal of and the interest on the 1986 Bonds shall be secured forthwith equally and ratably by an irrevocable first and prior lien on the Pledged Revenues, as defined herein, and the Issuer does hereby irrevocably pledge such Pledged Revenues to the payment of the principal of and the interest on the 1986 Bonds, for the reserves therefor and for all other required payments under this Resolution. Section 16. COVENANTS OF THE ISSUER. For as long as any of the principal of and interest on any of the Bonds shall be outstanding and unpaid, or until payment has been provided for as herein permitted, or until there shall have been set apart in the Sinking Fund, herein established, including the Reserve Account therein, a sum sufficient to pay when due the entire principal of the Bonds remaining unpaid, together with interest accrued and to accrue thereon, the Issuer covenants with the holders of any and all Bonds as follows: A. PLEDGED REVENUES FUNDS. (1) The Issuer shall deposit into its Redevelopment Trust Fund created by ordinance of the Issuer all of its Tax Increment Revenues, immediately upon receipt thereof. Twenty percent (2096) of each deposit into the Redevelopment Trust Fund shall be deposited into the Receipts Sub-Account in the Bond Debt Service Escrow Account, in such Fund. On the last day of each Fiscal Year, all of the money on deposit in the Receipts Sub-Account in the Bond Debt Service Escrow Account shall be transferred to a Payments Sub-Account in such Account. On the first day of each Fiscal Year, all of the LKL-02/19/86-840A-2223 -19- I I (2) The Lease Revenues shall upon receipt thereof be deposited in the Revenue Fund (the "Revenue Fund") hereby created and established. The Revenue Fund shall constitute a trust fund for the purposes herein provided, and shall be kept separate and distinct from all other funds of the Issuer and used only for the purposes and in the manner herein provided. Moneys in the Revenue Fund shall be disposed of on the following dates in the following manner: (i) on each interest payment date for the Bonds, an amount sufficient, to pay interest then due on the Bonds shall be deposited in the Interest Account (less other moneys already on deposit therein). (H) on each maturity date for principal on Serial Bonds or for an Amortization Installment on Term Bonds, an amount sufficient, to pay principal of the Bonds then due at maturity or by reason of mandatory redemption, respectively, shall be deposited in the Principal Account and the Bond Amortization Account, respectively (less other moneys already on deposit therein). (Hi) on each maturity date for principal on Serial Bonds or for an Amortization Installment on Term Bonds, after making the deposits required in (1) and (2) LKL-02/19 /86-8 40A-2223 -20- I I above, the balance in the Revenue Fund shall, first, be used to make any required deposi t into the Reserve Account, and, second, may be used for any lawful purpose of the Issuer. B. SINKING FUND. There is hereby created and established a separate fund to be designated "Tax Increment and Lease Revenue Bonds Sinking Fund" (hereinafter called "Sinking Fund"). There are also hereby created and established in the Sinking Fund four accounts to be known as the "Interest Account", "Principal Account", "Reserve Account" and "Bond Amortization Account". (1) There shall be deposited into the Interest Account such sums as will be sufficient to pay all interest becoming due on the Bonds on or before each semiannual interest payment date. (2) There shall be deposited into the Principal Account such sums as will ~ be sufficient to pay the principal maturing on Serial Bonds on or before each Serial Bond maturity date. (3) There shall be deposited into the Bond Amortization Account such sums as will be sufficient to pay the Amortization Installment required to redeem Bonds on each mandatory redemption date for Term Bonds. Such payments shall be credited to a separate special account for each series of Term Bonds outstanding, and if there shall be more than one stated maturity for Term Bonds of a series, then into a separate special account in the Bond Amortization Account for each such separate maturity of Term Bonds. The funds and investments in each such separate account shall be pledged solely to the payment of principal of the Term Bonds of the series or maturity within a series for which it is established and shall not be available for payment, purchase or redemption of Term Bonds of any other series or within a series, or for transfer to any other account in the Sinking Fund to make up any deficiencies in required payments therein. Upon the sale of any series of Term Bonds, the Issuer shall, by resolution, establish the amounts and maturities of such Amortization Installments for each series, and if there shall be more than one maturity, of Term Bonds within a series, the Amortization Installments for the Term Bonds of each maturity. Moneys on deposit in each of the separate special accounts in the Bond Amortization Account shall be used for the open market purchase or the redemption of Term Bonds of the series or maturity of Term Bonds within a series for which such separate special account is established or may remain in said separate special account and be invested until the stated date of maturity of the Term Bonds. The resolution establishing the Amortization Installments for any series or maturity of Term Bonds may LKL-02/19/86-840A-2223 -21- I I limit the use of moneys to anyone or more of the uses set forth in the preceding sentence. The required deposits to the Principal Account, Interest Account and Bond Amortization Account shall be adjusted in order to take into account the amount of money currently on deposit therein. (4) There shall be maintained in the Reserve Account a sum equal to the Maximum Bond Service Requirement coming due on the Bonds, during any ensuing Bond Year, which sum shall initially be deposited therein (or deposited with the City for credit as hereinafter provided) from the proceeds of the sale of the Bonds and other funds of the Issuer. In determining the Maximum Bond Service Requirement hereunder, credit shall be given for the amount held by the City in a separate sub-account in the Reser'{,e Account created by the City Parking System Bond Ordinance and required to be applied to the payment of Lease Revenues under the City Lease. Any withdrawals from the Reserve Account shall be subsequently restored from the first moneys available in the Revenue Fund or the Redevelopment Trust Fund after all required current payments into the Interest Account, Principal Account and Bond Amortization Account (including all deficiencies in prior payments to those Accounts) have been made in full. Moneys in the Reserve Account shall be used only for the purpose of the payment of maturing principal of or interest on the Bonds or maturing Amortization Installments when the other moneys in the Sinking Fund are insufficient therefor, and for no other purpose. (5) Upon the issuance of any Additional Parity Bonds under the terms, limitations and conditions as are herein provided, a deposit shall be made into the Reserve Account to maintain therein the Maximum Bond Service Requirement coming due on the Bonds then outstanding, including the Additional Parity Bonds then being issued, and thereafter the payments into the several accounts in the Sinking Fund shall be increased in such amounts as shall be necessary to make the payments for the principal of and interest on Additional Parity Bonds and, if Term Bonds are issued, the Amortization Installments, on the same basis as hereinabove provided with respect to the Bonds initially issued under this Resolution. The Issuer shall not be required to make any further payments into the Sinking Fund when the aggregate amount of money in the Sinking Fund is at least equal to the total Bond Service Requirement of the Bonds then outstanding, plus the amount of L K L-O 2/19/86-840 A -2223 -22- I , redemption premium, if any, then due and thereafter to become due on such Bonds then outstanding by operation of the Bond Amortization Account. C. INVESTMENTS AND ACCOUNTING. (1) Monies on deposit in the Redevelopment Trust Fund, the Revenue Fund and the Sinking Fund (except the Reserve Account therein) may be invested and reinvested in the manner provided by law provided such investments either mature or are redeemable at not less than par at the option of the Issuer not later than the dates on which the moneys on deposit therein will be needed for the purpose of such Fund. The moneys in the Reserve Account in the Sinking Fund may be invested and reinvested only in Authorized Investments, in the manner provided by law. All income on such investments in the Redevelopment Trust Fund shall remain' therein, and all income on oth~r investments shall be deposited into the Revenue Fund. (2) The cash required to be accounted for in each of the foregoing funds established herein may be deposited in a single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein for the various purposes of such funds as herein provided. (3) The designation and establishment of the various Funds and Accounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues and assets of the Issuer for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided. D. OPERATION OF BOND AMORTIZATION ACCOUNT. Money held for the credit of the Bond Amortization Account shall be applied to the retirement of Term Bonds as follows: (1) Subject to the provisions of Paragraph 2 below, the Issuer shall endeavor to purchase Term Bonds then outstanding at the most advantageous price obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the amount of the premium, if any, which would be payable on the next redemption date to the holders of such Term Bonds if such Term Bonds should be called for redemption on such date from money in the Bond Amortization Account. The Issuer shall pay the interest accrued on such Term Bonds to the date of delivery thereof from the Interest Account and the purchase price from the Bond Amortization Account, but no LKL-02/19/86-840A-2223 -23- I I such purchase shall be made by the Issuer wi thin the period of 45 days im media tely preceding any interest payment date on which Term Bonds are subject to call for redemption, except from money in excess of the amounts set aside or deposited for the redemption of Term Bonds. 2. Money in the Bond Amortization Account shall be applied by the Issuer in each Fiscal Year to the retirement of the Term Bonds of each series of Bonds, to the extent of the Amortization Installment, if any, for such Fiscal Year for the Term Bonds of each such series then outstanding, plus the applicable premium, if any, and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortization Installment, if any, for such Fiscal Year for the Term Bonds of each such series then outstanding, plus the applicable premium, if any; provided, however, that if ~ the Term Bonds of any such series shall not then be subject to redemption from money in the Bond Amortization Account and if the Issuer shall at any time be unable to exhaust the money applicable to the Term Bonds of such series under the provisions of this clause or in the purchase of such Term Bonds under the provisions of Paragraph 1 above, such money or the balance of such money, as the case may be, shall be retained in the Bond Amortization Account and, as soon as it is feasible, applied to the Term Bonds of such series. 3. The Issuer shall deposit Amortization Installments for the amortization of the principal of the Term Bonds, together with any deficiencies for prior required deposits, into the Bond Amortization Account, such Amortization Installments to be in such amounts and to be due in such years as shall be determined by resolution of the governing body of the Issuer prior to the delivery of the Term Bonds. The Issuer shall pay from the Sinking Fund all expenses in connection with any such purchase or redemption. E. OPERATION AND MAINTENANCE. The Issuer will maintain the 1986 Project and all parts thereof in good condition and will operate the same in an efficient and economical manner making such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. F. BOOKS AND RECORDS. The Issuer shall also keep books and records of the Pledged Revenues of the Issuer which shall be kept separate and apart from all other · books, records and accounts of the Issuer and the holders of not less than ten per centum LKL-02/19/86-840A-2223 -24- I , (10%) of the Bonds shall have the right at all reasonable times to inspect all records, accounts and data of the Issuer relating thereto. G. ANNUAL AUDIT. The Issuer shall also, at least once a year, cause the books, records and accounts relating to the Parking System, the Pledged Revenues, and the Funds and Accounts established hereunder to be properly audited by a recognized independent firm of certified public accountants and shall make generally available the report of such audits to any Bondholder. H. REMEDIES. Any Registered Holder of Bonds issued under the provision hereof or any trustee acting for the Registered Holders of such Bonds, or any Insurer 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, including the right to the ~ appointment of a receiver, existing under the laws of the State of Florida, or granted and contained herein, and may enforce and compel the performance of all duties required herein or by any applicable statutes to be performed by the Issuer or by any officer thereof. Nothing herein, however, shall be construed to grant to any holder of the Bonds any lien on the assets of the Issuer, except the Pledged Revenues. I. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue any other obligations payable from the Pledged Revenues nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the 1986 Bonds and the interest thereon upon the Pledged Revenues. Any obligations issued by the Issuer other than the 1986 Bonds herein authorized shall contain an express statement that such obligations are junior and subordinate in all respects to the 1986 Bonds, as to lien on and source and security for payment from the Pledged Revenues. J. COMPLIANCE WITH TAX REFORM BILL. The Issuer will comply with all provisons of the Tax Reform Bill which would apply to the 1986 Bonds if the Tax Reform Bill were enacted into law, from the date of issuance of the 1986 Bonds until the Issuer receives an opinion from nationally recognized bond counsel to the effect that noncompliance will not cause interest on the 1986 Bonds to become taxable if the Tax Reform Bill were enacted into law in the form in which it exists on the date of such opinion. K. NO IMPAIRMENT. The Issuer will not take any action which will impair or adversely affect the Issuer's right to receive any part of the Pledged Revenues or LKL-02/19/86-840A-2223 -25- I , impair or adversely affect the pledge of the Pledged Revenues or the rights of the Registered Holders of the Bonds. Section 17. SALE OF 1986 BONDS. The 1986 Bonds shall be issued and sold at public or private sale at such price or prices consistent with the provisions of the Act and the requirements of this Resolution as the Issuer shall hereafter determine by resolution. Section 18. MODIFICATION OR AMENDMENT. (a) No material modifi- cation or amendment of this Resolution or of any resolution or ordinance amendatory hereof or supplemental hereto may be made without the consent in writing of (i) the insuror under any insurance policy of the Issuer then in force which insures against non- payment of principal of and redemption premium, if applicable, and interest on, the .. Bonds, and (ii) the Bondholders of two-thirds or more in the principal amount of the Bonds then outstanding; providing, however, that no modification or amendment shall permit a change in the maturity of the Bonds or reduction in the rate of interest thereon or in the amount of the principal obligation thereof or affecting the promise of the Issuer to pay the principal of and interest on the Bonds as the same shall become due from the Pledged Revenues or reduce the percentage of Bondholders required to consent to any material modification or amendment hereof without the consent in writing of any insuror and of all Bondholders; provided further, however, that no such modification or amendment shall allow or permit any acceleration of the payment of principal of or interest on the Bonds upon any default in the payment thereof whether or not the insuror and Bondholders consent thereto. (b) Notwithstanding the provisions of paragraph (a) above, the Issuer may amend this Resolution without the consent of any of the Bondholders in such manner as is necessary, in the opinion of nationally recognized bond counsel, to assure continued exemption from federal income taxation of interest on the Bonds following the enactment into law of a Tax Reform Bill. Section 19. DEPEASANCE AND SUBROGATION. (a) If, at any time, the Issuer shall have paid, or shall have made provision for payment of, the principal, interest and redemption premiums, if any, with respect to the Bonds, then, and in that event, the pledge of and lien on the Pledged Revenues and all covenants herein in favor of the Bondholders shall be no longer in effect. For purposes of the preceding sentence, deposit of Federal Securities or bank certificates of deposit fully secured as to principal and interest by Federal Securities (or deposit of any other securities or investments which LKL-02/19/86-840A-2223 -26- .. I , may be authorized by law from time to time and sufficient under such law to effect such a defeasance) in irrevocable trust with a banking institution or trust company, for the sole benefit of the Bondholders, in respect to which such Federal Securities or certificates of deposit, the principal and interest received will be sufficient to make timely payment of the principal of, interest on, redemption premiums, if any, expenses and any other obligations of the Issuer incurred with respect to the outstanding Bonds, shall be considered "provision for payment". Nothing herein shall be deemed to require the Issuer to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. (b) In the event any of the principal and redemption premium, if applicable, ~ and interest due on the Bonds shall be paid by an insuror pursuant to an insurance policy which insures against non-payment thereof, the pledge of the Pledged Revenues and all covenants, agreements and other obligations of the Issuer to the Bondholders to whom or for the benefit of whom the insuror has made such payments, shall continue to exist and the insuror shall be subrogated to the rights of such Bondholders to the full extent of such payments. Section 20. ARBITRAGE. No use will be made of the proceeds of the Bonds which would cause the same to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1954. The Issuer at all times while the Bonds and interest thereon are outstanding will comply with the requirements of Section 103(c) of the Internal Revenue Code of 1954 and any valid and applicable rules and regulations promulgated thereunder. Section 21. SEVERABILITY. If anyone or more of the covenants, agree- ments or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of 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 of this Resolution or of the Bonds issued thereunder. Section 22. EXECUTION AND DELIVERY OF CITY LEASE. The City Lease is approved, and the Chairman and Clerk of the Issuer are hereby authorized and directed to execute and deliver the same, in substantially the form attached hereto as LKL-02/19/86-840A-2223 -27- .. . , 1 I',. " Exhibit A, with such revisions as the Chairman and Clerk shall approve, their approval to be evidenced by their execution thereof. Section 23. VALIDATION AUTHORIZED. The Attorney for the Issuer is hereby authorized and directed to institute appropriate proceedings in the Circuit Court of Pinellas County, Florida, for the validation of such Bonds, and the proper officers of the Issuer are hereby authorized to verify on behalf of the Issuer any pleadings in such proceedings. Section 24. REPEAL OF INCONSISTENT INSTRUMENTS. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 25. EFFECTIVE DATE. This Resolution shall become effective only after approval by ordinance of the City, as required by the Act. PASSED AND ADOPTED this 20th day LKL-02/19/86-840A-2223 -28-