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RESOLUTION
No. 85 - 43
A RESOLUTION AUTHORIZING THE PROPER OFFICIALS
OF THE CITY OF CLEARWATER TO EXECUTE A GUARANTEE
AGREEMENT FOR THE EXPANSION OF THE CLEARWATER
MARINE SCIENCE CENTER.
WHEREAS, the City Commission previously endorsed the acquisition
of certain real property for the expansion of the Clearwater
Marine Science Center; and
WHEREAS, the City Commission also agreed to guarantee the
purchase price of the properties up to One Million Dollars
($1,000,000); and
WHEREAS, the expansion of the Clearwater Marine Science Center
would benefit the public and the citizens of Clearwater by providing
educational resources, marine conservation and recreational facilities
for the citizens of Clearwater and for our visj,tors;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
COMMISSION 'OF THE CITY OF CLEARWATER, FLORIDA,
IN SESSION DULY AND REGULARLY ASSEMBLED, AS
FOLLOWS:
1. That the City of Clearwater does agree to guarantee the
loans for acquisition of property for the expansion of the Clearwater
Marine Science Center for a period not to exceed three hundred and
sixty (360) days and in an amount not to exceed One Million Dollars
($1,000,000) as more particularly described in the attached
agreement, which is made a part hereof as if fully set out herein.
2. That the proper City officials be and they are hereby
authorized to execute the guarantee agreement attached hereto
and do all things necessary to implement same.
3. That this Resolution shall become effective immediately
upon its adoption.
I'
PASSED AND ADOPTED this
day of June, A.D. 1985.
6th
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RES. , 85-,43,
6/6/85
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GUARANTY AGREEMENT
WHEREAS, THE FIRS~ NhTIONAL BANK OF FLORIDA, a national
banking association, ("Lender") desires to make a,loan in the
amount of One Million Four Hundred Five Thousand Dollars
($1,405,000.00) (the "Loanlt) to the CLEARWATER MARINE SCIENCE
CENTER, INC., a ~'lorida. not-for-profit corporation ("Borrower"):
and
WHEREAS, the CITY' OF CLEARWATER (the "City") desires that
Lender make the Loan to Borrower, and as inducement to Lender to
make the Loan, the City agrees to guarantee the collection of a
percentage of the Loan in accordance with the terms contained
herein,
NOW, THEREFORE, for value received, the sufficiency of which
is hereby acknowledged, the City does hereby covenant and agree
as follows:
The City hereby guarantees collection of a percentage of the
Loan, which Loan is evidenced by: (a) that certain promissory
note dated June , 1985, in the original principal amount of
One Million Four Hundred Five Thousand Dollars ($1,405,000.00), a
copy of which is attached hereto as Exhibit itA" (the "Note") whether
by acceleration or otherwise, and any and all extensions or renewals
thereof; (b) all expenses, including reasonable attorneysr fees
(such fees to include any attorneys' fee incurred on appeal), in-
curred in the collection of the Note, the enforcement at rights
under any security therefor, and the enforcement hereof; (c) any
indebtedness, including interest thereon, resulting from advances
made by Lender to protect or preserve the priority or security of
its mortgage lien, or as otherwise permitted or authorized under
that certain mortgage of even date given by Buyer in favor of
Lender and encumb~ring certain real property in pinellas County,
Florida, as security for the Note, which mortgage is incorporated
here.in by reference (the "Mortgage"); and (d) all costs, expenses,
charges and other amounts required to be paid by Buyer under the
Note and Mortgage (all the foregoing items, (a), (b), (c) and Cd),
being hereafter called the "Liabilities").
The City expressly represents and acknowledges that the Loan
as evidenced by the Note and other financial acconunodations by
Lender to Borrower ar~ and will be of direct interest, benefit
~nd advantage to the City.
The City only guarantees the collection of a certain per-
centage of the Liabilities, which percentage shall be a formula
determined as follows: (a) the numerator shall be the One Million
Dollars ($1,000,000.00); and Cb) the denominator shall be the
total amount of the Liabilities. For example, in the event that
the Liabilities total One Million Six Hundred Thousand Dollars
($1,600,000.00), the City guarantees collection of sixty~two and
one-half perceht'r62~5%) of ' ,the Li~bilities.
$1,000,000.00 c 62.5%
$1,600,000.00
Notwithstanding any provision hereof to the contrary, in no event,
however, shall the City be obligated to pay more than One Million
Dollars ($1,000,000.00) in connection with this Guaranty Agreement,
nor shall this Guaranty extend for more than three hundred sixty
(360) days from the date hereof.
Lender agrees to give the City thirty (30) days written notice
of any default ,under the Note or Mortgage and the City shall have
, the right, but riot the obligation, to cure such default.
No delay or failure on the part of Lender in the exercise of
any right or remedy shall operate as a waiver thereof and no single
or partial exercise by Lender of any right or remedy herein shall
preclu~e,other or further exercise thereof or the exercise of any
other~right or remedy whether contained herein or in the Note or
Mortgage. No action of Lender permitted hereunder shall in any
118. , 15-43
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way impair or affect this guaranty. No right or power of Borrower
, or anyone else to assert any claim or dq,fense as to the invalidity
'\ or unenforceability of the Note, Mortgage or Liabilities shall im-
pair or affect the obligations of the City hereunder.
Lender expressly agrees that this is a guarantee of collection
and not a guarantee of payment, and that Lender may only pursue an
action against the City subsequent to foreclosure of the Mortgage
and disposal of the real property securing payment of the Loan.
Lender shall be entitled to assign this guaranty and all of
its rights, privileges, interests and remedies hereunder to any,
other person, firm, entity, bank, savings and loan association or
corporation or association whatsoever without notice to or consent
by the City, or any of them, and such assignee shall be entitled
to the benefit of this guaranty in accordance with the terms hereof.
This guaranty shall inure to the benefit of Lender, its
successors and assigns. Time is of the essence of this guaranty.
This guaranty shall be governed by and construed in accordance
with the laws of the state of Florida. Whenever possible, each
provision of this guaranty shall be interpreted in such a manner
as to be effective and valid under such laws,. but if any provision
hereof shall be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this guaranty.
SIGNED, SEALED AND DELIVERED as of the
, 1985.
day of
CITY OF CLEARWATER t EILORIOA
Countersigned: '
By
City Manager
Mayor-Commiss~oner
Approved as to form
and correctness:
Attest:
City Clerk
Acting City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this
day of , 1985.
Notary Public
My commission Expires:
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