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EXHIBIT A WITH ATTACHED RESOLUTION NUMBER 83-107 FOR FINANCING CLEARWATER SQUARE PROJECT ~ , '~ TO: FROM: COPIES: . ,- ~ O~LEARWATf.R Interdepartment Correspondence Sheet Lucille Williams - City Clerk . \JIcfl1C~ Joseph R. McFate - Community Development D~rector (J- ? ~. DATE: SUBJECT: December 16, 1983 'g/ G Please find enclosed originally executed Inducement Letter from J.K. Financial which goes with Resolution No. 83-107 of the City Commission. We have retained a copy for our files. JRM:nt Enc. RECEIVED DEe 16 1983 CITY CLERK ') I, ~'>L" , A,e" c;/ ,/ '. \.~/ / LP ... (.J '._) '-~__,___,_______ ____ Ie ') / .' . tie Ie . ,'I '~ '!.. EXHIBIT A Clearwater Square, Ltd., either alone or with one or more other investors Clearwater, Florida RE: Proposed financing of the acquisition and construction of projects, including machinery, equipment, land, rights in land and other appurtenances and facilities related thereto, for a capital project consisting of a ten-story office building and garage (the "Project") to be situated within the City of Clearwater, Florida, and the financing thereof with industrial development revenue bonds issued by the City of Clearwater. Gentlemen: Based upon recent discussions with officials of Clearwater Square, Ltd., 8. Florida general partnership it is the understanding of the officials and representatives of the City of Clearwater, Florida (the "Issuer"), that Clearwater Square, Ltd., either alone or with one or more other investors (collectively, the "Borrower") will purchase certain property located at the southeast corner of Cleveland Street and Garden A venue in the City of Clearwater, and is currently considering the construction thereon of a capital project consisting of a ten-story office building and garage (the "Project"), that the Project will cost approximately $10,000,000 and that the willingness of the Issuer to issue ~d sell not exceeding $10,000,000 industrial development revenue bonds for the purpose of financing the Project is an important fact under consideration by the Borrower in determining the extent of the feasibility of the Project. The Issuer has determined that the IssuerTs issuance of its bonds to assist the Borrower by financing such Project will result in the operation and improvement of a necessary facility and that the Issuer's issuance of such bonds will serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people. Accordingly, in order to induce the Borrower to incur expenses for the initiation of such Project and its financing, the Issuer hereby makes the following proposal: 1. The Issuer will issue its industrial development revenue bonds in one or more installments totaling in the aggregate principal amount a sum. not to exceed $10,000,000 for the purpose of paying the cost of the Project. The bonds will be issued in such aggregate principal amount, mature at such times.: bear interest at such rates and be subject to such other terms as shall be agreed upon between the Issuer and the Borrower, all pursuant to a Trust Indenture to be entered into between the Issuer and a bank or trust company acceptable to the Issuer and the Borrower. LKL 7/19/83-604 Cc.' () ~}Z<J ::.),;:,.0,;....1 .--, " '-'..,).L.,.- -1- 3/3 / "..'I"... -,'/\. J (... ~:::? , <:-.--, J r.- (J .I ;' ",./ --;. . Ie Ie .. 2. The Issuer and the Borrower will enter into a Loan Agreem ent (the "Agreement") which shall provide for the loan of the bond proceeds to the Borrower for the acquisition and construction of the Project and repaym ent of the loan by the Borrower. The Borrower's performance oi its obligations, financial and otherwise, under the Agreement shall be secured by a first mortgage lien on real property and a security interest in the project furnishings arid equipment for the benefit and protection of the bondholders. The installment payments to be made by the Borrower in repayment of the loan pursuant to the Agreement shall be pledged to the payment of the principal of, interest on and redemption premium, if any, applicable to the bonds and the fees and expenses of the trustee. Upon payment in full of the installments of the loan and all other payments under the Agreement, the lien of the Trust Indenture and the Agreement shall be discharged. The loan installments shall be fully sufficient only to pay the cost of the Eroject, the cost and expenses of financing the same and the expenses of the Borrower, the trustee and the Issuer related thereto. 3. The Issuer will cooperate in the prompt preparation of the Trust Indenture, Agreement and the necessary resolutions for the authorization and sale of the bonds, and has authorized and directed Livermore Klein << Lott, P. A., bond counsel for the Issuer, to promptly proceed with validation of the bonds in the Circuit Court in and for Pinellas County, pursuant to the provisions of Chapter 75, Florida Statutes. 4. Upon delivery of the bonds, the provisions of this proposal and the agreement resulting from its acceptance by the Borrower shall have no further effect, and in the event of any inconsistency between the terms of this proposal and the terms of the Agreement in the form in which it shall be finally approved by resolution of the Issuer, the provisions of the Agreement as so approved shall control. 5. Upon acceptance by the Borrower of this proposal, the Issuer shall keep open and outstanding this commitment and inducement to the Borrower for a reasonable time so long as the Borrower shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the Project; provided, however, if for any reason (other than that which shall be the fault of the Issuer) the bonds are not delivered to the purchaser or purchasers thereof by August 1, 1984, then the provisions of this proposal and the agreement resulting from its acceptance by the Borrower may be cancelled at any time thereafter, at the option of the Issuer and without notice to the Borrower, by resolution of the Issuer, duly adopted expressly for such purpose. In such event, or in the event of its earlier ca.'lcellation by agreement between the Borrower and the Issuer, neither party shall have any rights against the other and no third party shall have any rights against either party except: (a) The Issuer will transfer and convey to the Borrower all the Project components (and sites, if any) which shall have been acquired by the Issuer solely for such purpose; (b) The Borrower will pay to the Issuer the amount of all expenses which shall have been incurred by the Issuer in connection with the Project and which were authorized by the Borrower; LKL 7/19/83-604 -2- 3/~ ...' . ,- -- . !, (c) The Borrower will assume and be responsible for all contracts entered into by the Issuer at the request of the Borrower in connection with the Project; and ,. (d) The Borrower will pay the out-of-pocket expenses of officials and representatives of the Issuer and counsel for the Issuer incurred in connection with the Project and will pay bond counsel for the Issuer reason- able legal fees for legal services related to the Project or the financing thereof. 6. The Issuer shall not be obligated to pay any of the bonds or the interest thereon from any funds of the Issuer derived from any source other than the Agreement, and each bond shall contain a statement to that effect upon its face. The Issuer shall not be required to incur any expense with respect to the project or the bonds unless requested to do so by the Borrower, in which event the Borrower hereby agrees to reimburse the full amount of such expense to the Issuer; and the Issuer may require payment to it of such amount as a prerequisite to its incurring any such expense. The Borrower in accepting this proposal, will thereby agree to indemnify and defend the Issuer and hold the Issuer harmless against any and all claims, losses, liabilities or damages to property or any injury or death of any per- son or persons occuring in connection. with the construction, equipping and operation of the Project by or on behalf of the Borrower, or in any way grow- ing out of or resulting from this proposal (upon its becoming an agreement if accepted) including, but pot limited to, liabilities arising under the Securities Act of 1933, the Securities Exchange Act of 1934, or any appli- cable securities laws of the State of Florida, including, without limitation, all costs and expenses of the Issuer, including reasonable attorneys' fees, incurred in the enforcement of any agreement of the Borrower herein contained in the Agreement and,' in the event the bonds are not delivered, this indem- nity shall survive the termination of the agreement resulting from the _Borrower's acceptance of this proposal. 7. a policy principal Issuer. The Issuer, at its sole option, may require the Borrower to provide of insurance unconditionally guaranteeing the timely pa~~ent of and interest on the bonds issued by an insurer approved by the If this proposal shall be satisfactory to the Borrower, please have the acceptance statement which follows this proposal executed by the proper offic~rs of the Borrower duly authorized and provide an executed copy to the Issuer, whereupon this proposal will constitute an agreement in principle with respect to the matters herein contained. CITY OF CLEARWATER'!7 !?F~, ,'. ~/~/ ~ BYU' /[12,. ,.. ',;X C ty M na er ~ Attest: c7tt.L LJ.J.~~ -- .,~ - Clerk City 3/1 -" . ~- '!l " - ... .-. ~ , ' 2/0. . . lie ~ The terms and conditions contained in the foregoing proposal by the City of Clearwater, Florida, are hereby accepted this 1d.!1L day of December ,1983. CLEARWATER SQUARE, LTD., BY: J. K. Financial Corporation General Partner ~"' ," ic2 By: Its: Vice President ~ LKL 7/19183-604 -4- ..,. .'t '.,. ' };, . I RESOLUTION --- I . II! 71 E ) CJDitLERK No. 83-107 A RESOLUTION AUTHORIZING THE EXECUTION AND DE- LIVERY BY THE CITY COMMISSION OF THE CITY OF CLEAR WATER, FLORIDA, OF A LETTER OF INTENT AND INDUCEMENT AGREEMENT TO CLEARWATER SQUARE, LTD., WITH RESPECT TO THE CITY'S ISSUANCE OF REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $10,000,000 TO FINANCE THE COMPANY'S LAND ACQUlSmON AND THE CONSTRUCTION OF A CAPITAL PROJECT CONSISTING OF A TEN-STORY OFFICE BUILDING AND GARAGE, LOCATED WITHIN THE CITY OF CLEARWATER; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF CLEARWATER, FLORIDA, as follows: Section 1. AUTHORITY FOR TIllS RESOLUTION. This resolution is adopted . pursuant to the provisions of, Part fi, Chapter 159, Florida Statutes (the llActll), and other applicable provisions of law. Section 2. FINDINGS. It is hereby ascertained, determined and declared as follows: A. The City Commission of the City of Clearwater, Florida (the "IssueI'll), is authorized by the Act to make and execute financing agreements, contracts, deeds and other instruments necessary or convenient for the purpose of facilitating the financing of the acquisition, construction and equipping of projects as defined in the Act, including machinery, equipment, land, rights ~n land and other appurtenances and facilities related thereto, to the end that the Issuer may be able to promote the economic growth of the State of Florida, increase opportunities for gainful employment and otherwise contribute to the welfare of the State of Florida and its inhabitants, and to finance the cost of such projects by the issuance of its revenue bonds. B. Clearwater Square, Ltd., a Florida limited partnership either alone or together with one or more other investors (collectively, the llBorrowerll), desires to acquire certain real property located at the southeast corner of Cleveland Street and Garden A venue in the City of Clearwater, and desires to construct thereon a capital project consisting of a ten-story office building and garage (the "projectll); and the Borrower has requested that the Issuer indicate to the Borrower its intentions in this respect and, induce. the Borrower to proceed with the Project and incur expenses for its initiation and its financing and by this resolution take affirmative official action toward the issuance of such bonds within the meaning of Section 1.103-8(a)(5) of the United States Treasury Regulations, as amended, pertaining to Industrial Development Revenue Bonds. LKL 7/19/83-604 -1- 2/g" :;:,j - r5 ~/ {;" (",(, (Ie) .. . },!' . I I . c. The location of the Project in the Issuer's arca of operation shall make a significant contribution to the economic growth of the area of operation of the Issuer, shall aid in the economic growth of the State of Florida, improve living conditions, increase opportunities for gainful employment, and otherwise contribute to the welfare of the State of Florida and its inhabitants. The Project will be acquired and constructed with the proceeds of such bonds. The Project will be located within an area designated as an enterprise zone by the Issuer and approved by the Florida Department of Veteran and Community Affairs, pursuant to Chapter 290, Florida Statutes (1982 Supp1.), and, ... accordingly, will constitute a "project" under the Act. D. Giving" due regard to the financial strength of the Borrower (as . demonstrated by evidence ,deemed satisfactory to the Issuer which has been previously furniShed) and all other factors determinative of the Borrower's capabilities, financial and otherwise, of fulfilling its obligations consistently with the purposes of the Act, the Borrower itself is financially responsible and fully capable and willing to fulfill its obligations under the proposed Loan Agreement (hereinafter defined), including the obligation to pay the installments upon the loan in the amounts and at the times required ... ., and the obligation to repair and maintain at its own expense the Project, and the Borrower is desirous of serving the' purposes of the Act and is willing and capable of fully performing all other obligations and responsibilities imposed upon it by the Loan Agreement. E. The Issuer is able to cope satisfactorily with the impact of the Project, and all the necessary public facilities, utilities and services that will be necessary for the operation, repair, improvement and maintenance of the Project and on account of any increase in population or other circumstances resulting by reason of the location of the Project within the territorial limits of the Issuer are available now or can be provided when needed. F. The proceeds from the issuance of bonds by the Issuer will be loaned to the Borrower pursuant to a Loan Agreement to be entered into between the Issuer and the Borrower (the "Loan Agreemene'). Adequate provision will be made under the provisions of the Loan Agreement for financing of the acquisition and construction of the Project at the expense of the Borrower, and for the payment of the principal of and premium, irany, and interest on the bonds. The bonds will be issued pursuant to a trust agreement (the "Trust Indenture") to be entered into between a trustee bank and the Issuer. LKL 7/19/83-604 -2- ..117 , . '" '. . I I . G. The principal of and premium, if any, and interest on the bonds and all payments required under the proposed Loan Agreement and the Trust Indenture securing the bonds shall be payable solely from the proceeds derived by the Issuer under the proposed Loan Agreement, and the Issuer shall never be required to (i) levy ad valorem taxes on any property within its territorial limits to pay the principal of and premium, if any, and interest on the bonds or to make any other payments provided for under the proposed Loan Agreement or the Trust Indenture; (ii) pay the same from any funds of the Issuer other than those derived by the Issuer under the proposed Loan Agreement; or (Hi) require or enforce any payment or performance by the Borrower as provided by the Loan Agreement or the Trust Indenture unless the Issuer's expenses in respect thereof shall be paid from moneys derived under the Loan Agreement or shall be advanced to the Issuer for such purposes, and the Issuer shall receive indemnity to its satisfaction. Such bonds shall not constitute a lien upon any property owned by or situated within the area of operation of the Issu,er except the Project. Neither the faith and credit nor the taxing power of the Issuer or of the State of Florida or any political subdivision thereof shall be pledged to the payment of the bonds. H. The Borrower's performance of its obligations, financial and otherwise, under the Loan Agreement shall be secured bya first mortgage lien on real property and a security interest in the project furnishings, machinery and equipment. I. The Issuer will receive an opinion of nationally recognized bond counsel that the interest on the bonds will be exempt from federal income taxation under existing laws of the United States. at the closing of the bond issue. Section 3. AUTHORIZATION OF EXECUTION AND DELIVERY OF INDUCE- MENT LETTER. The City Manager and Mayor-Commissioner of the Issuer are hereby authorized to execute, and the City Clerk of the Issuer is hereby authorized to attest, the Issuer's letter or letters addressed to the Borrower and its affiliates in substantially the form attached to this resolution as Exhibit A and incorporated herein, with such changes therein, whether made prior to the execution thereof or thereafter, as shall be approved from time to time by such officers executing the same, such approval to be conclusively evidenced by their execution thereof. Such officers and all other officers and employees of the Issuer are hereby authorized to execute such further agreements and take such further action as shall be necessary to carry out the intent and purposes expressed in such letter attached as Exhibit A, upon becoming an agreement on its execution by the Borrower, and are further LKL 7/19/83-604 -3- .,.....' " ,3 /~ , .;. 315' . . , . . i I . authorized to take such other steps and actions as may be required end necessary in order to issue such bonds. Livermore Klein & Lott, P. A., bond counsel for the Issuer, is authorized and directed to proceed with preparation of the Trust Indenture, Loan Agreement, and other documents and validation of the bonds in the Circuit Court in and for Pinellas County. Section 4. EFFECTIVE DATE. This resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 3rd day of November, A. D. 1983. ,. / s / Kath1ee~ F. Kelly Mayor-Commissioner Attest: / s / Lu.::ille Wi1lianls City Clerk LKL 7/19/83-604 -4-