85-23
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E. "Project" means the acquisition construction, rehabilitation, renovation
and equipping of a downtown ottice building at 1130 Cleveland Street in downtown
Clearwater and consisting of the demolition, renovation, rehablUtaUon, new construction
and equipping of such building to provide renovated and new of rice space.
Section 3. ProposaL The Company has requested that the City issue its
Bonds under the Act in an' aggregate principal amount not to exceed $1,900,000, 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 Project, which amount the Company has represented 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 Rnd the Company or by the obligation of the Company to
lease or purchase the Project 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.
Beetlon 4~
Findings. 1'he City hereby finds, determines and declares as
tollows:
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A. The City is authorized and empowered lIy the Act to enter into
transactions such os 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 oC the City
and the State of Florida (1I8tate11), increase opportunities for gainfUl employment and
purchasing power, and improve living conditions and otherwise contribute to the
prosperity, health, safety and welfare of the City, the State and the inhabitants thereof.
B. The Project is a project within 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 preserve gainfUl
employment and shall serve a public purpose by advancing the economic prosperity and
the general health, safety and welfare of the City and the State and the inhabitants
thereof. The costs of the Project proposed to be paid Cram 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 $1,900,000, in one or more series and at one or more times, to finance the
acquisition, construction, rehablUtation, 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
wlll provide for rentals or other sums sufficient to pay the Donds 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 OlO installment purchase
agreement is entered into, the Bonds shall be paid solely from the revenues derived Crom
such leasing or sale of the Project; otherwise the Bonds shall be paid solely from the
repayment of the loan Crom the City to the Company from revenue derived from the
operation of the Project or' Crom other sources. In the event a loan agreement is
executed, title to the Project will remain in or be transferred immediately to the
Company.
LKL-02/03/85-37 6A -2020
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Res. 65-23
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acquisition, construction, rehabllltation, renovation and equipping of the Project and the
issuance, sale and delivery of the Bonds.
Beetlon 11. Be"arabllity. If anyone or more of the covenants,
agreements of provisions herein contained shall be held contrary to any express provision
of law, or against public policy, or shall for any reason be held invalid, then such invalid
portion shall not affect. the validity or enforceability of the remaining covenants,
agreements and provisions hereof.
Beetlon 12. Official Action. This Resolution constitutes official action
v.ithin the meaning of Section 1.103-8(a)(5) of the Treasury Regulations under the Internal
Revenue Code of 1954, as amended.
Section 13. Effective Date. This Resolution shall take eCfect
immediately upon its adoption.
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PASSED AND ADOPTED this 4th day of April
City Commission of the City of Clearwater, Floritll!.
t 1985 by the
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ATTEST: '
CITY OF CLEARWATER FLORIDA
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LK L-O 210 3/8 5-376A-2020
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Res. 85-23
4/4/85
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NOW, THEREPORR, for good and valuable consideration, the parties hereto
agree 85 followsz
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1. The City agrees:
(a) Ttuit it will make all reasonable efforts to authorize 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 th~ extent of the available net proceeds
from the sale of such Bonds) m 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 surcicient to pay, in installments, the principal of, interest on and redemption
premiums, if any, with respect to the Bonds as and when th~ same shall become due and
payable, together with all other costs and expenses connected with such financing; or (ii)
make B 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; and
(c) That, in the event the City acquires title to, any interest in, 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 aU other costs connected with such financing.
2. The Company agrees:
(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, installment 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, and interest and redemption premiums, if any, on the Bonds when the same
shall become due and payuble;
(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, clatms, damages, litigations, costs and expenses (inCluding, without
limitation, attorneys' 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) That as a matter of general assurance by the Company to the City,
the Company hereby covenants and agrees that it will indemnify the City for all
reasonable expenses, costs and obligations incurred by the City under the provisions of
this Agreement, including fees nnd expenses of bond counsel, to the end that the City will
not sutter any out-of-pocket losses as a result 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 nnd such payment sl1n1l constitute G condition precedent to closing. It is
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furthermore expressly agreed that any pecuniary t1ablllty or obligation of the City
hereunder shall be limited solely to the revenues derived by the City from the sale,
operation or leasing of the Project, and nothing contained In this Agreement shall ever be
construed to constitute 8 personal or pecuniary llabfllty or charge against any member of
the City Commission or officer or employee of the City;
(e) That so long as this Agreement is in eUect, all risk of loss to the
Project will be borne by the Company; and
(C) That it will take or cause to be taken such other BCts and adopt
such further proceedings as may be required to implement the aforesaid undertakings or
as It may deem appropriate in pursuance thereof.
3. All commitments of the City under Paragraph 1 hereof and of the
Company under Paragraph 2 hereof are subject to the mutual agreement of the City and
the Company as to the terms and conditions of the above-referenced agreements and oC
the Bonds and the other instruments and proceedings relating to the Bonds, and to the sale
of the Bonds pursuant to such terms and conditions. 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.
4. The Company and the City further agree as follows:
(0) 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, without intending to limit the foregoing, to prepare or cause the
preparation of plans, specifications and other contract documents, to award construction
and other contracts upon a competitive or negotiated basis, to inspect and supervise the
construction of the Project, to employ engineers, architects, builders and other
contractors, and to perform such other functions and services as may, in the opinion of
the Company, be desh'able in connection with the acquisition, construction, renovation,
rehabilitation and equipping of the Project. The Company may advance such funds as may
be necessBl'Y to accomplish such purposes and shall be entitled to reimbursement of 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, renovation, rehabilitation and
equipping of the Project in accordance with the Act.
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(c) Upon the [ssu'ance of the Bonds, unless waived by the City, 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 Ut) $10,000. The Company
agrees thftt the $1,000 application fee previously paid by the Company shall not be
credited to the payment of such issuance fee.
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Res. 85-23
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s. If for any reason the City shall fall to deliver the Bonds and receive the
proceeds thereof within one year atter completion ot the Project, it the City sooner
abo:ndons Its eUorts to Issue the Bands in accordance with the Inducement Resolution and
this Agreement, or It the Company shall terminate this Agreement by written notfue to
tho City, this Agreement shall terminate. Nothing contained herein, however, shall
release the Company from its obligations to indemnify the City in accordance wlth the
terms of this Agreement.
6. This Inducement Agreement, and the rights, duties and obligations oC the
Company hereunder, may be assigned by the Company subject to approval or the assignee
by the City.
'1. Nothing herein shall be deemed to restrict the City C'r the State at
Florida or any !igency or poUtical subdivision thereof in determining the order or priority
oC the issuance oC bonds by the City or to require the City to give the Bonds priorIty as to
Issuance or as to the time of issuance over any other bonds previously approved by the
CIty Cor issuancp..
8. The ,City will use its best eUarts to obtain from the State oC Florida or
any division, subdivision, depnrtment or agency thereof any necessary approvals or
allocations for the issuance of the Bonds.
IN Wl'rNESS WHEREOF, the parties hereto have set their hands and seal as of
the day and year first above written.
CITY OF CLEARWATER
(SEAL)
By:
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Ci ty Manager
COUNTERSIGNED;
A TTES'f:
By:
Mayor-Com missioner
City Clerk
OFFICE PROPERTY. INC.
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Approved 8.S to form and
substance:
By;
Authorized Signature
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