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City of Clearwater, Florida
Resolution No. e5 - 30 _
A Resolution
To Be Entitled:
i.
A RESOLUTION SUPPLEMENTING AN ORDINANCE OF THE CITY OF
CLEARWATER, FLORIDA ADOPTED ON MAY 2, 1985, PERTAINING TO
THE ISSUANCE OF NOT EXCEEDING $5,500,000 AND THE LOAN OF
THE PROCEEDS THEREOF TO COACHMAN DOWNTOWN CENTER
ASSOCIATES, A FLORIDA GENERAL PARTNERSHIP, TO FINANCE THE
ACQUISITION, CONSTRUCTION, RENOVATION, REHABILITATION AND
EQUIPPING OF A DOWNTOWN OFFICE AND RETAIL CENTER AT THE
SITE OF THE COACHMAN BUILDING, TAYLOR BUILDING AND McCRORY
BUILDING IN DOWNTOWN CLEARWATER; DESIGNATING THE INTEREST
RATE AND MATURITY OF SUCH BONDS; DESIGNATING FIRST
NA'T'IONAL BANK OF FLORIDA AS TRUSTEE TO SERVE UNDER AN
INDENTURE OF TRUST PROVIDING FOR THE TERMS AND CONDITIONS
OF THE ISSUANCE OF SUCH BONDS; AUTHORIZING A NEGOTIATED
SALE OF THE BONDS. AND THE AWARD THEREOF TO THE CHASE
MANHATTAN BANK, N.A.; PROVIDING FOR OTHER DETAILS IN
CONNECTION WITH THE FOREGOING; AND PROVIDING AN EFFECTIVE
DATE.
Be it resolved by the City Commission of the City of
Clearwater, Florida (hereinafter the "Issuer"):
Section 1. AUTHORITY.
f
This resolution (the "Resolution") is adopted pursuant to (i)
the Florida Constitution, (ii) Part II, Chapter 159, Florida
Statutes, (iii) Chapter 166, (iv) the Home Rule Charter of the City
of Clearwater, Florida, Ordinance No. 1830, as approved by the
electors on December 12, 1978, as amended and supplemented, (v)
Ordinance No. 3903-85 as adopted by the Issuer on May 2, 1985 and
(vi) other applicable provisions of law (collectively the "Act").
Section 2. DEFINITIONS.
The terms defined in this Section 2 shall, for purposes of this
Resolution, have the meaning herein specified, unless the context
clearly-requires otherwise.
A. "Act" shall mean (i) the Constitution of the State of
Florida, (ii) the Florida Industrial Development Financing Act, Part
II, of Chapter 159, Florida Statutes, (iii) Chapter 166, Florida
Statutes, (iv) the Home Rule Charter of the City of Clearwater,
Florida, Ordinance No. 1830, as approved by the electors on December
12, 1978, as amended and supplemented, (v) Ordinance No. 3903-85 as
adopted by the Issuer on May 2, 1985 and (vi) other applicable
provision of law.
Res. 85-30
5/2/85
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B, "Agreement" means the Loan Agreement attached to the Bond
ordinance as Exhibit B to be executed by the issuer and the Company
and all amendments thereto.
C. "Assignment of Mortgage" means the Assignment of Mortgage
attached to the Bond Ordinance as Exhibit E to be executed by the
Issuer, the Trustee and the Company.
D. "Bond" or "Bonds" shall mean the proposed floating rate
industrial development revenue bonds not exceeding $5,500,000 to be
issued in one or more series and at one or more times, herein and in
the Bond Ordinance authorized to be issued by the Issuer pursuant to
the Act and in accordance with the terms, conditions and limitations
contained in the Bond Ordinance, the indenture and herein.
E. "Bond'Ordinance" means'Ordinance No. 3903-85 adapted by the
Issuer on April 18, 1985 authorizing the issuance of the Bonds.
` F. "Bond'Purchase Agreement" means the Bond Purchase Agreement
attached hereto as Exhibit A and incorporated herein to to be
executed by the Issuer and The Chase Manhattan Bank, N.A. as the
original purchaser of the Bonds.
G. "Company" means Coachman Downtown Center Associates, a
Florida general partnership, and its successor and assigns,
including any surviving, resulting or transferree entity as provided
under the Agreement.
H. "Guaranty" means the Guaranty Agreement attached to the
Bond Ordinance as Exhibit D to be executed by the partners of the
Company and all amendments thereto.
1. "Indenture" means the Indenture of. Trust attached to the
Bond ordinance as Exhibit A to be executed by the Issuer and a
trustee, and any and all modifications, alterations, amendments and
supplements thereof.
J. "Issuer" means the City of Clearwater, Florida, a public
V body corporate and politic of the State of Florida.
K. "Mortgage" means the Mortgage and Security Agreement
attached to the Bond Ordinance as Exhibit C to be executed by the
Company and all amendments thereto.
L? "Project" shall mean the 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, Florida and consisting of the demolition,
renovation, rehabilitation, new construction and equipping of such
buildings to provide renovated and new office and retail space, as
the same may become more detailed from time to time including any
repair, replacement or modification thereof, substitutions therefore
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and additions thereto, excluding deletions therefrom as as provided
in the Agreement.
M. "Trustee" shall mean First National Bank of Florida, as
trustee under the Indenture and any successor trustee thereunder.
To the extent required or contemplated by the Indenture, "Trustee"
shall also be deemed to mean the co-trustee as provided in the
Indenture.
Section 3. FINDINGS.
The Issuer hereby finds, determines and declares as follows:
A. The Issuer has duly adopted the Bond Ordinance making
certain findings as provided therein, which are hereby confirmed.
B. A negotiated sale of the Bonds is required and necessary
and is in the best interests of the Issuer on the basis of the
following findings:
1. The Bonds will be special and limited obligations of the
Issuer payable solely from and secured by the revenues
derived by the Issuer from the Company and otherwise
pursuant to the Agreement and the Bonds will not be payable
from taxes, ad valorem or otherwise, or other revenues of
the Issuer.
2. The cost of the issuance of the Bonds, which must be borne
directly or indirectly by the Company, would most likely be
greater if the 'Bonds were sold at public sale by competi-
tive bids than if the Bonds were sold at a negotiated sale.
3. The floating interest rate to be paid to the owners of the
Bonds is within or lower than the range of prevailing
interest rates on similar obligations.
4. There is no basis for any expectation that the terms and
the conditions of the sale of the Bonds at public sale by
competitive bids would be any more favorable than at the
negotiated sale.
5. Industrial development revenue bonds having the
characteristics of the Bonds are typically sold at
negotiated sale under prevailing market conditions.
6, The Company has requested and has predicated its willing-
ness to proceed with the acquisition, construction,
installation and financing of the Project upon the Issuer's
approval of a negotiated sale of the Bonds.
-3--
Re'so 05-30
6/2/85
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7. Authorization of a negotiated sale of the Bonds is
necessary in order to serve the purposes of the Act.
Section' 4. ESTABLISHMENT OF INTEREST ON AND MATURITY OF THE
BONDS.
A. Pursuant to Section 4 of the Bond Ordinance, the maturity
of the Bonds is hereby established and the principal of the Bonds
shall mature pro rata in eighty (80) quarterly installments an the
first Business Day (as defined in the Indenture) of each February,
May, August and November of each year commencing on August 1, 1990
as follows:
1. eighty (80) equal quarterly installments of sixty-Eight
Thousand Seven Hundred Fifty Dollars ($68,750.00) each commencing on
August 1, 1990; and
2. • the final maturity of the Bonds shall be May 1, 2010.
B. Pursuant to Section 4 of the Bond Ordinance the interest to
be borne by the Bonds is hereby established as $55,000 payable to
the Bondholders upon delivery of the Bonds plus interest after date
at the rate of 758 of the Prime Rate (as defined in the Indenture)
and the Alternate Interest Rate is hereby established as the rate
per annum equal to the Prime Rate plus 1-1/4% per. annum. The
default rate of interest to be provided in Section 9.12 of the
Indenture is hereby established as the interest rate in effect from
time to time as provided in the Indenture and in the Bonds plus 1--
1/2% per annum.
4
C. Pursuant to Section 4 of the Bond Ordinance, the Bonds
shall be dated as of the date of their issuance, sale and delivery.
Section 5. DESIGNATION OF TRUSTEE.
Pursuant to Section 5 of the Bond Ordinance, First National
Bank of Florida is hereby designated as the Trustee and the
execution and delivery of the Indenture to First National Bank of
Florida in the manner provided in the Bond Ordinance is hereby
authorized.
Section 6. AWARD OF BONDS
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The Bonds in the aggregate principal amount of $5,500,000 are
hereby awarded to The Chase Manhattan Bank, N.A. at the purchase
price of par and upon the terms and conditions set forth in the Bond
Ordinance, this Resolution, the Indenture and the Bond Purchase
Agreement. The execution and delivery to The Chase Manhattan Bank,
N.A. of the Bond Purchase Agreement, in substantially in the farm
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Rea. 85-30
5/2/85
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attached hereto as Exhibit A (the "Bond Purchase Agreement") and
incorporated herein by this reference, is hereby authorized. The
form of the Bond Purchase Agreement is hereby approved, subject to
such changes, insertions and omission and such filling of blanks
therein as may be approved and made in such form of Bond Purchase
Agreement by the officer of the Issuer manually executing the same,
in a manner consistent with the provisions of this Resolution, such
execution to be conclusive evidence of such approval.
Section 7. NO PERSONAL LIABILITY.
No covenant, stipulation, obligation or agreement herein
contained or contained in the Bond Purchase Agreement, the
Agreement, or the Indenture shall be deemed to be a covenant,
stipulation, obligation or agreement of any member, officer, agent
or employee of the Issuer in his or her individual capacity, and
neither the City Commission of the Issuer nor any official executing
the Bonds shall be liable personally thereon or be subject to any
personal liability or accountability by reason of the issuance
thereof.
Section 8. COVENANTS OF THE ISSUER.
All acts, conditions and things relating to the passage of this
Resolution, to the issuance of the Ponds, to the execution and
delivery of the Bond Purchase Agreement, the Agreement and the
Indenture, required by the constitution or laws of the State of
Florida to happen, exist and be performed precedent to and in the
passage of this Resolution and precedent to the issuance of the
Bonds and precedent to the executioni and delivery of the Bond
Purchase Agreement, the Agreement and the Indenture have happened,
exist and have been performed as so required.
Section 9. EXECUTION AND DELIVERY BY MAYOR-COMMISSIONER, CITY
MANAGER AND CITY CLERK.
The City Manager, Mayor-Commmissiondr and City Clerk of the
Issuer are hereby authorized and empowered to execute and deliver
the Indenture, the Agreement, the Bond Purchase Agreement, the
Guaranty, the Mortgage and the Assignment of Mortgage and all
documents contemplated thereby, in each case, subject to such
changes, and modifications as the officer manually executing such
documents may approve, such execution to be conclusive evidence of
any such approval, and to affix thereto or impress thereon, the seal
of the Issuer. The foregoing notwithstanding, any acts, such as,the
execution or delivery of documents (including the Bonds and those
authorized by Section 10 below), authorized or required to be
performed by the City Manager, Mayor-Commissioner or City Clerk by
this Resolution, the Bond Ordinance, the Indenture, or any other
-5-
Res. 8530
5!2/05
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documents authorized by this Resolution or the Bond Ordinance may
be performed by an Assistant City Manager, Vice Mayor or Assistant
city Clerk'o£ the Issuer, respectively, in the absence of the City
Manager, Mayor-Commissioner or City Clerk for any reason; and an .
Assistant City Manager, Vice Mayor or Assistant City Clerk are
hereby authorized to act on behalf of the Issuer in connection with
the transaction herein contemplated in lieu of the City Manager,
Mayor-Commissioner or City Clerk, respectively, in their absence.
Section 10. OTHER ACTS.
The officers, employees and agents of the Issuer are hereby
authorized and directed to execute such documents, instruments and
contracts, whether or not expressly contemplated hereby, and to do
all acts and things required by the provisions of this Resolution
and by the:provisions of the Bonds, the Indenture, the Bond Purchase
Agreement and the Agreement authorized herein, as may be necessary
for the full, punctual and complete performance of all the terms,
covenants, provisions and agreements herein and therein contained;
or as otherwise may be necessary or desirable to effectuate the
purpose and intent of this Resolution.
Section 11. SEVERABILITX.
If any one or more of the covenants, agreements or provisions
herein shall be held contrary to any express provisions of law,, or
against public policy, or shall for any reason be held invalid, then
such covenant, agreement or provision shall, for the purposes
herein, be null and void and shall be deemed severed from the
remaining covenants, agreements, or provisions hereof or of the
Bonds issued hereunder.
Section 12. REPEALING CLAUSE,
All resolutions or part thereof in conflict herewith are hereby
repealed.
Section 13. EFFECTIVE DATE.
This Resolution shall take effect immediately upon its
adoption.
-6-
Rea. 85-3U
5/2/85
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Passed and adopted the 2nd day of May ,1985 by the City
Commission of the City of Clearwater, Florida.
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Res. 85»34
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5/2/85
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Prior to or simultaneously with the execution and delivery of
this Bond Purchase Agreement there has been executed and delivered
an Indenture of Trust of even date herewith (the "Indenture")
between the issuer and the First National Hank of Florida, as
Trustee (the "Trustee") providing for the issuance of $5,500,000
3 City of Clearwater, Florida Floating Rate Industrial Development
Revenue Bonds (Coachman Downtown Center Project) Series 1985 (the
"Bonds").
The Bonds are being issued on this date for the purpose of
loaning the proceeds from the sale thereof to Coachman Downtown
Center Associates, a Florida general partnership, (the "Company") to
finance the acquisition, construction and installation of a downtown
office and retail center to be known as the "Coachman Downtown
Center" (the "Project") all as provided in the Loan Agreement of
even date herewith between the issuer' and the Company (the "Loan
Agreement").
In order to secure the obligations of the Company under the
Loan Agreement, the Company has executed and delivered to the Issuer
a Note of even date herewith (the "Note") and a Mortgage and
Security Agreement of even date herewith granting a mortgage and
security interest with respect to the Project (the "Mortgage"). The
Issuer has assigned the Mortgage to the Trustee in accordance with
the Indenture and an Assignment of Mortgage of even date herewith
(the "Assignment of Mortgage").
In order to induce the Issuer to issue and sell the Bonds and
the Purchaser to purchase the Bonds, the general partners of the
Company (the "Guarantors") have executed and delivered a Guaranty
Agreement of even date herewith to the Issuer and the Trustee (the
"Guaranty") guaranteeing the obligations of the Company under the
Loan Agreement and in connection with the Bonds.
The Purchaser desires to purchase and the issuer desires to
sell the Bonds in the aggregate principal amount of $5,500,000 upon
the terms and conditions set forth herein.
• I
Rae. 85-30
EXHIBIT A
BOND PURCHASE AGREEMENT
This Bond Purchase Agreement is executed and delivered as of
the day of , 1985 by THE CHASE MANHATTAN BANK, N.A.
(the--IrPurchaser and the CITY OF CLEARWATER, FLORIDA (the
"Issuer").
R E C I T A L S%
5/2/86
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(1) The Bonds, the Loan Agreement, the Indenture, the '
Guaranty, the Mortgage, the Note, the Assignment of Mortgage and all
other documents to be delivered at the closing shall be satisfactory
to the Issuer, the Company, the Purchaser and the Trustee.
(2) The Bonds shall be delivered to the Purchaser in Pinellas
County, Florida, or such other place as is mutually satisfactory to
the Issuer, the Company and the Purchaser, against payment therefor
in immediately available funds, together with the bond approving
opinion of Macfarlane, Fergusonf Allison & Kelly, Tampa, Florida,
bond counsel ("Bond Counsel"), which opinion shall be satisfactory.
to the Issuer, the Trustee and the Purchaser,
(3) ?eli.very of the Bonds will be made on the date hereof, or
such later date as may be agreed upon' by the Issuer, the Company,
the Trustee and the Purchaser.
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NOW THEREFORE, in consideration of the respective '
representations and, agreements herein contained the parties hereto
agree as follows:
Section 1. The Purchaser agrees to purchase and the Issuer agrees to se the Bonds at a negotiated sale at the price of par r
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and on the terms and conditions set forth herein.
Section 2. The Bonds shall be a special and limited obligation
of the Issuer payable solely from the Trust Estate all as provided
in the Indenture.
Section 3. The obligations of the parties hereto are subject
to the fo o iw ng: ,15.a
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Section 4. All expenses of issuing the Bonds shall be paid out
of the proceeds from the sale of the Bonds or by the Company.
Section 5, The Purchaser hereby makes the following
representations, which representations may be relied upon by the
Issuer, the Company, their respective counsel and by Bond Counsel:
(A) the Purchaser is a national banking association and has
full power and authority to execute this agreement, to purchase the
Bonds as herein provided, and to make the representations set forth
in this Section 5;
Ras. 85-30
-2-
5/2/85
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(B) the Purchaser has not paid and will not pay any bonus, fee
or gratuity to any "finder", within the meaning of Section 218.386,
Florida Statutes, as amended, in connection with the sale of the
Bonds;
(C) the Purchaser has knowledge and experience in financial
and business matters, including investments in industrial
development revenue bonds, and is capable of evaluating the merits
and risks of its investment in the Bonds, and it can bear the
economic risk of its investment in the Bonds;
(D) the Purchaser has made such independent investigation of
the property comprising the Project and of the business and
financial condition of the Company and the Guarantors as the
Purchaser, in the exercise of sound business judgment, considered to
be appropriate under the circumstances; the Purchaser has had the
opportunity to ask questions of, and receive answers from the
partners of the Company and the Guarantors concerning the
Purchaser's investment in the Bonds, the property comprising the
Project, and the business and financial condition of the Company and
the Guarantors and to obtain such other information as the Purchaser
deems necessary or advisable to verify the accuracy of the
information referred to above, and the Purchaser has relied solely
upon its independent investigation in making a decision to purchase
the Bonds;
(F) the Purchaser understands, acknowledges and agrees that
(i) the Bonds are being issued and sold in reliance upon exemptions
from registration under the Securities Act of 1933, as amended, (the
111933 Act"), and that neither the Bonds nor the obligations arising
under the Loan Agreement have been or will be registered under the
1933 Act, and (ii) the Indenture, including all security instruments
executed pursuant thereto, is being entered into in reliance upon
exemptions from qualification under of the Trust Indenture Act of
1939, as amended (the "1939 Act"), and that the Indenture has not
been and will not be qualified under the 1939 Act;
X17
'I
(F) the Purchaser understands, acknowledges and agrees that
the Bonds, the Indenture and the obligations of the Company and the
Guarantors under the Loan Agreement, the Mortgage, the Note, the
Assignment of Mortgage and the Guaranty are being issued and sold or
entered into in reliance upon exemption from filing, registration
and qualification under the securities laws of Florida, Chapter 517,
Florida statutes, as amended, and that the same have not been and
will not be filed, registered or qualified under such laws; and
-3-
Res. 85-30 5/2/85
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(G) the Purchaser is not a bond house, broker or other
intermediary, and it is purchasing the Bonds as an investment for
its own account and not for the purpose of or with a view to any
resale or distribution; provided that the Purchaser may grant
participations to rather affiliated banks. The Purchaser agrees that
any future transfer of the Bonds shall comply with all then
applicable laws. Except as provided in this paragraph, the
disposition of the Purchaser's own property shall at all times be
within its control.
THE CHASE MANHATTAN BANK, N.A CITY OF CLEARWATER, FLORIDA
By: BY.
Its: C ty manager
•E
Res. 85-30
and
Mayor-Comm ss oner
Approved as to form and
correctness;
C'"ity Attorney
--4-
5/2/85
X` 48