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84-91 , { i:: .. , , , 'r , " j i ~ ! ' ~ .. . I . . ,i~ ' I " , . , , '\," "' ~ I . \ . I . I ': :.> , ' , ; " .' , : :,', - . . "c,' . ., ~.". I , . . ',': ~ " ' . . I, , .' < i,',:)" I '. \ i~} ,.,~)",:\ : \:' "', ,I''''~',\ :':., :"::",: :::.,,"~/It . : ~ i :. ". . ,. : j , , , <, " ,. . . ~ ~ .6S\ ~ RESOLUTION NO. 84-91 A RESOLUTION EXPRESSING THE INTENT OF THE CITY OF CLEARWATER, FLORIDA TO LOAN FUNDS TO COACHMAN DOWNTOWN CENTER ASSOCIATES, A PART- NERSHIP, OR ITS ASSIGNS, FOR THE ACQUISITION, CONSTRUCTION, RENOVATION, REHABILITATION AND EQUIPPING OF A DOWNTOWN OFFICE AND RETAIL, CENTER CONSISTING OF RENOVATED AND NEW OFFICE AND RETAIL SPACE AT THE SITE OF THE COACHMAN BUILDING, TAYLOR BUILDING AND McCRORY BUILD- ING IN DOWNTOWN CLEARWATER; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $5,500,000 CITY OF CLEARWATER, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BONDS (COACHMAN DOWNTOWN CENTER PROJECT) FOR THE PURPOSE OF MAKING SUCH LOAN TO FINANCE THE PROJECT; PROVIDING THAT SUCH REVENUE BONDS SHALL NOT CONSTITUTE A GENERAL DEBT, LIABILITY OR OBLIGATION OF THE CITY OF CLEARWATER, FLORIDA OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; AUTHORIZING THE EXECUTION OF ' AN AGREEMENT PERTAINING TO THE ISSUANCE OF SUCH BONDS AND THE ACQUISITION, CONSTRUCTION, RENOVATION, REHABILITATION AND EQUIPPING OF THE PROJECT; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the City commission of the City of Clear- water, Florida, that: , SECTION l. AUTHORITY. This Resolution is adopted pursuant to the Constitution of the State of Florida, the Florida Indus- trial Development Financing Act (Part II of Chapter l59, Florida Statutes) , Chapter 166, Florida statutes, and other applicable provisions of law. SECTION 2. DEFINITIONS. A. "Act" shall mean (i) the Constitution of the State of Florida, (ii) the Florida Industrial Development Financing Act, Parts I I of Chapter 159, Florida statutes, (iii) Chapter 166, Florida statutes, and (iv) other applicable provisions of law. B. "City" means the City of Clearwater, Florida, acting by and through its governing body, the City Commission of the City of Clearwater. Res. 8"-91 12/6/8" . ),' · '~~7:~~f?g~!'~?'~>_'_~~i:'?j?'X~~ " - " c.' , , " 10,00 , , .. @,n. ~ . ..... 1 '(~?~ f!?:).' ~ C. "Bond" or "Bondsll shall mean the proposed revenue bonds not exceeding $5,500,000 to be issued in one or more series and at one or more times, to be authorized by subsequent resolution of the City pursuant to the Act and in accordance with the terms, conditions and limitations contained in such resolution. shall mean Coachman Downtown Center Associ- or such of its assigns as are approved by D. II Comp any II ateB, a partnership, the City. E. llProjectll means the acquisition construction, rehabili- tation, renovation and equipping of a downtown office and retail center to be known as the "Coachman Downtown Center" at the site of the Coachman Building, Taylor Building and McCrory Building located on the southeast corner of Cleveland street and Ft. Harrison Avenue in downtown Clearwater and consisting of the demolition, renovation, rehabilitation, new construction and equipping of such buildings to provide renovated and new office and retail space. SECTION 3. PROPOSAL. The Company has requested that the City issue its revenue bonds under the Act in an aggregate prin- cipal amount not to exceed $5,500,000, in one or more series and at one or more times, for the purpose of paying for all or part of the cost of the Proj ect which amount the Company has repre- sented will be sufficient to pay the cost of the Project in its entirety, such Bonds to be secured under the terms of a loan agreement between the City and the company or by the obligation of the Company to lease or purchase the Proj ect and to make installment payments or rental payments in an amount sufficient to pay the principal of, interest on and other costs and expenses related to such Bonds as the same become due and payable. SECTION 4. FINDINGS. The City hereby finds, determines and declares as follows: . " A. The City is authorized and empowered by the Act to enter into transactions such as those contemplated by the Company, and to fully perform the obligations of the City to be undertaken in connection with the financing of the Project in order to promote the economic growth, development and industrial economy of the City and the state of Florida ("state"), increase opportunities for gainful employment and purchasing power, and improve living conditions and other- wise contribute to the prosperity, health, safety and wel- fare of the city, the state and the inhabitants thereof. B. The proj act is a proj ect wi thin the meaning and contemplation of the Act, is appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of the City, shall provide and pre- serve gainfUl employment and shall ser.e a public purpose by advancing the economic prosperity and the general health, , ' -2- R... 8~-91 12/6/aq \.I"~ :.""...:,,:~:.0~~~""t':A~~~~'~ . . . '.;;. - ...,~:.>..t..,.";cl........~'n". - 'm 'I'.~ C .......4:.11 1..1,. l.h..Jt "0' 1>,. ..:~...;.: ...... ,. '" " .1 1 .......~ ~-.::_~~~-- - . ~--:-- .... -.. @"'" .........(.~H ff.i;; ~ W ." .+........ . safety and welfare of the city and the state and the inhabi- tants thereof. The costs of the project proposed to be paid from the proceeds of the Bonds will be costs of the Project within the meaning of the Act. c. The Company has requested the City to issue Bonds in an amount not exceeding $5,500,000, in one or more series and at one or more times, to finance the acquisition, con- struction, rehabilitation, renovation and equipping of the Project. Possession of the Project may be transferred by the City to the company pursuant to a lease or installment purchase agreement, which lease or installment purchase agreement will provide for rentals or other sums sufficient to pay the Bonds together with the interest thereon and premiums, if any, costs and expenses related thereto as the same shall become due and payable. In the event that a lease or installment purchase agreement is entered into, the Bonds shall be paid solely from the revenues derived from such leasing or sale of the Project; otherwise the Bonds shall be paid solely from the repayment of the loan from the City to the Company from revenue derived from the operation of the Project or from other sources. In the event a loan agreement is executed, title to the Project will remain in or be transferred immediately to the Company. D. The Company is financially responsible and, based on the criteria established by the Act, fully capable of and willing to fulfill all of the Obligations under the terms and provision of the agreement of sale or lease or the loan agreement to be negotiated between the parties, under which the Company will be obligated, among other things, to pay amounts sufficient to timely discharge the debt service on the Bonds, and to operate, repair and maintain the Project at the Company I s expense. The payments to be made by the Company and the security to be provided by the Company are adequate within the meaning of the Act. E. The City will be able to cope satisfactorily with the impact of the project and will be able to provide, or cause to be provide, or cause to be provided when needed, the public facilities, inclUding the utili ties and public services, that will be necessary for the construction, operation, repair and maintenance of the proj ect and on account of any increases in population resulting therefrom. F. The ci ty has ini tially determined that the inte- rest on the Bonds will be exempt from income taxes under Section 103 of the Internal Revenue Code of 1.954, as amended, and applicable regulations threunder, based in part on a certificate to be obtained from the Company; and the Bonds will not be issued unless the city has received a satisfactory opinion regarding the fact that the interest on such Bonds will be tax exempt at the time of '~e delivery of the Bonds. ;, . ~ , ~: <' . ~ t \ . , I ; . < .) " , .') . ~'~': :~. -3- .' , \ ,.': ,I : . ~c , 12/8/84 a... '....01 , J j "c '-c ..~ .. I." ~, " . o. . ~ ~ , , ,. -..........~ -.- .- --_...... . ""or, . \.~ . . " ~ .. . . f . , ... ~ .., "'.. ~ c _' of ..... ~\ .'- " .~ ... Ai ,: ,\ " , , . ~ ~ @) , . , WHEREAS, the city has indicated its willingness to proceed with such financing as an inducement to the Company to acquire, construct, rehabilitate, renovate and equip the Project subject to compliance with all requirements of law, the City by virtue of such statutory authority, desires to make all reasonable efforts to issue and to sell its industrial development revenue bonds in an amount up to, but not in excess of, $5,500, 000 (the "Bonds") to pay the cost of the Project pursuant to the resolution of the City adopted on the date of this Agreement (the "Inducement Resolutionll); NOW, THEREFORE, for good and valuable consideration, the parties hereto agree dS follows: l. The City agrees: (a) That it will make all reasonable efforts to auth- orize the issuance and sale of the Bonds pursuant to the terms of the Act and the Inducement Resolution; (b) That it will (but only to the extent of the avail- able net proceeds from the sale of such Bonds) (i) acquire, construct, rehabilitate, renovate and equip the Project and lease or sell it to the Company, the purchase price or aggregate rentals to be at least sufficient to pay, in installments, the principal of, interest on and redemption premiums, if any, with respect to the Bonds as and when the same shall become due and payable, together with all other costs and expenses connected with such financing; or (ii) make a loan to the Company to finance the acquisition, construction, rehabilitation, renovation and equipping of the Project, with installment payments due under such loan to be at least sufficient to pay the principal of, interest on, and redemption premiums, if any, with respect to the Bonds as and when the same shall become due and payable, together with all costs and expenses connected with such financing; .(c) That, in the event the City acquires title to, an interest 1n, or a mortgage on the Project, it will convey any interest it retains in the Project to the company upon payment by the Company of the amount required to retire the outstanding Bonds, and all other costs connected with such financing. 2. The company agrees: ], ... l, .' (a) That the Company will use all reasonable efforts to find one or more purchasers for the Bonds; (b) That the Company will enter into a lease, install- ment purchase agreement or loan agreement with the City, under the terms of which the company will be obligated to pay to the City sums sufficient to pay the principal of, costs and expenses related to, interest and redemption premiums, if any, on the Bonds when the same shall become due and payable; I: '.' j ;' . :" '. "".' , I ~ < . . . ~ ~ . ", .\ d' J' :':,':. . ~. ". . -2- " . ,', ',1 .'. :'.t> i:1' !:;:<c '(j' :;\ , . Ree 81f.-91 12/8/81l . "j,' "I', . . , ' ~ .' . ::'~~Y1:J~I~s~Ift~:f7 ~ ': ..... '.,t., ,(.. ..~...;-.:~"',~~ ~ . ~. c " Q). ~ @,." ........ t.~': . . . "', -.'. (c) That the company hereby releases the city from, agrees that the city shall not be liable for., and agrees to indemnify and hold the City harmless from, any liabilities, obligations, claims, damages, litigations, costs and expenses ( including, without 1imi tation, attorneys r fees and expenses) imposed on, incurred by or asserted against the City for any cause whatsoever pertaining to the Project, the Bonds or this Agreement or any transaction contemplated by this Agreement; (d) As a matter of general assurance by the Company to the ci ty, the company hereby covenants and agrees that it will indemnify the city for all reasonable expenses, costs and obliga- tions incurred by the City under the provisions of this Agree- ment, including fees and expenses of bond counsel, to the end that the City will not suffer any out-oi-pocket losses as a resu1 t of the carrying out of any of its undertakings herein contained and that all such costs, expenses and fees shall be paid at or before closing and such payment shall constitute a condition precedent to closing. It is furthermore expressly agreed that any pecuniary liabi1i ty or obligation of the ci ty hereunder shall be limited solely to the revenues derived by the ci ty from the sale, operation or leasing of the Project, and nothing contained in this Agreement shall ever be construed to consti tute a personal or pecuniary liabili ty or charge against any member of the City commission or officer or employee of the City. ,,' (e) So long as this Agreement is in effect, all risk of loss to the Project will be borne by the Company; and (f) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appro- priate in pursuance thereof. 3. All corroni tments of the city under Paragraph 1 hereof and of the Company under Paragraph 2 hereof are subject to the mutual agreement of the ci ty and the Company as to the terms and conditions of the above-referenced agreements and of the Bonds and the other instruments and proceedings relating to the Bonds, and to the sale of the Bonds pursuant to such terms and condi- tions. It is the intent of the parties hereto that the Bonds shall be prepared in such form and shall be issued, underwritten and sold and the proceeds thereof used, all as may be mutually agreed upon by the parties in accordance with the requirements and provisions of the Constitution of the state of Florida and the Act. ." I .. , . ' , ! " .,' I . . ~ , ' . , l 4. The Company and the ci ty further agree as follows: '"I (a) The Company is hereby authorized, subject to the conditions set forth herein, to acquire, construct, renovate, rehabilitate and equip the Project, and is further authorized, " , , ',:'<;(,; , , . -3- R.. 8"-91 12/6/81+ .. '. " , \""'. .' ~ ~,' . '.' " ". ~. L .' ." I' . " . : ',: : j, , i'" , i \'. ";~, :l. " ,: .,1, ,:.' .~; . ". " . . . @., . r"~' , ',-;1:-..;., o ~ without intending to limit the foregoing, to prepare or cause the' preparation of plans, specifications and other contract docu- ments, to award construction and other contracts upon a competi- tive or negotiated basis, to inspect and supervise the construc- tion of the Proj ect, to emplOY engineers, architects, builders and other contractors, an~ to perform such other functions and services as may, in the opinion of the Company, be desirable in connection with the acquisition, construction, renovation, rehabili tation and equipping of the Proj ect. The company may advance such funds as may be necessary to accomplish such purposes and shall be entitled to reimbursement for such expenses from, and only to the extent of, the net proceeds received from the sale of the Bonds in accordance with subparagraph (b) below. (b) To the extent of the net proceeds derived from the sale of the Bonds, and only from such proceeds, and in accordance with the provisions of the Act, the Company will be entitled to reimbursement for all costs and expenses, direct or indirect, incurred by the company in the acquisition, construction, renova- tion, rehabilitation and equipping of the Project in accordance wi th the Act. (c) Upon the issuance of the Bonds, the Company shall pay an issuance fee to the city in an amount equal to the lesser of (i) one-half of one percent (1/2%) of the face amount of the Bonds or (ii) $10,000. The Company agrees tha,t the $1, 000 appli- cation fee previously paid by the Company shall not be credited to the payment of such issuance fee. The city agrees that the City shall pay the fees and expenses of its special counsel from such issuance fee. " 5 . I f for any reason the city shall fail to deliver the Bonds and receive the proceeds thereof wi thin one year after completion of the project, if the City sooner abandons its efforts to issue the Bonds in accordance wi th the Inducement Resolution and this Agreement,' or if the Company shall terminate this Agreement by written notice to the City, this Agreement shall terminate. Nothing contained herein, however, shall release the Company from its obligations to indemnify the city in nccordance with the terms of this Agreement, 6. This Inducement Agreement, and the rights, duties and obligations of the company hereunder, may be assigned by the Company subject to approval of the assignee by the city. 7. Nothing herein shall be deemed to restrict the City or the State of Florida or any agency or political subdivision thereof in determining the order or priority of the issuance of bonds by the City or to require the City to give the Bonds prior- ity as to issuance or as to the time of issuance over any other bonds previously approved by the City for issuance. " , -4- Rea. 84-91 12/6/84 :' l , '1 , , ,I,. .... , \ ,; , , " . ,.>! . 1 : , . . ' I . - ~ " ;\'; " ~ .-;. I e. The City will use its best efforts to obtain from the state of Florida or any division, subdivision, department or agency thereof any necessary approvals or allocations for the is- suance of the Bonds. '. , . ~ . !. IN WITNESS WHEREOF, the parties hereto have set their hands and seal as of the day and year first above written. CITY OF CLEARWATER ..'j".'; . ....: +.:.c.:':~:'_...,<: (SEAL) By: , ci ty Manager " 10',' ATTEST: By: Mayor - Commissioner ':, , i, ". .J, .' City Clerk ~' ! . , ' Approved as to form and substance: , , l' '. ~ -'.: .."-, " ' ~ ;'. . city Attorney I" ,. " .l."1' " . .~. . COACHMAN DOWNTOWN CENTER ASSOCIATES .. i;~, :. 1, , " : ~ ,~.:,' ,~ I ,.'.., By: General Partner . 'T~~../ ~ ,\ ':.f::~: ',',\:~':I':'.:J:;:'~ I~/:-'::'\~:":~';,.~", ; :' ,~ .t... '..', J ' . I '~ 'r' i-..' . i ',I to' ' '. ,~. i . ~. c' .". ;.. ~ " . .', . ~: .: ~" ~'." ", l:iii~t;"::i():,;:~~ ~l'~"';~ "," f-').~ ~(~C\'!' t !.;\, !~~;_;<\;Illl!~ -5-' Res. 04-91 12/6/94 . : ,..' . I'cp." ~~.~:",,~~.'\:i. " '" , .. . .. .. - I :t..:....~~,,;~~..-:---:....~...:,~. ~. ~.....,..::"" .'