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01/22/1941 .' ::~~{t~,<'.:<,.,:~ ~. ,,:,: ?\;:'::'.>:':',\' ,.' r$';tUli~~~";..".e.' ...... .. .'. ""'''''':V;\''1' . .'. . . <';~~(~ffl~~f;. .. ..... )~t~j~~~l . " :, " \ . ..... '" '<'('~ ...._;, ,....;. ....."..,... ........" ..".' i,'b,jj~~;"~"4':;'-":~iZ'""';;'~#"~~~~~'~rij!;~+i". , .;,Yb ",' L",." '5.....'''J ", .. .., ,,:, ~l'" ".-" " . ,.', ,', '. '.' :..~ . .~."...~',;...;'~'. ~\~ :-. .....~,~. . MINUTES OF THE MEETING OF THE CITY COMMISSION . ---_._.,_.~." ,. There was a speoial meeting held by the City Oommissioners " of the City of Clearwater, Florida at the city Hall on Jan 22, 1941 at 8 PM. , -, I , " , .. '", " ,".'.' 'I' ":, : L ,I , : ~n ..,~;> Personal service of the notice of the meeting was had on Mayor-Commissioner Geo. R. Seavy and Commissioners Herbert Grioe, Jesse G. Smith, and Summer R. Lowe. Commissioner Vhn. Watson Clark ~eing out of the state proper, notice was given at his residence to Mrs. A. S. Nelson. The following members were present: Geo R. Seavy, Mayor-Commissioner Sumner R. Lowe, Commissioner Jesse G. Smith, Oommissioner Mayor Seavy explained that the purpose of the meeting was to discuss the feasibilty of refunding the $261,000.00 Sewer Revenue Certificates and $71,000.00 Water Revenue Certifioates now outstanding. Mayor Seavy also stated that the two absent oommissioners had been consulted by phone and to~d the nature of the refunding plan and both had expressed themselves in favor or such a plan generally. Chas. E. Hoye representing John Nuveen & Oompany of Chicago, Illinois presented to the Commission the following offer: That John Nuveen & Company would secure possession of the Revenue Certificates heretofore mentioned, that new oer- tificates or Bonds would be issued bearing 3i % interest, said oertificates or Bonds to be secured by the revenues derived from the Water Department and the Sanitary Sewer PUnd, that all expenses in conneotion with the Re~unding be borne by John Nuveen & CompanY1 that time limit on Refunding and Maturity dates of Bonds to be issued would be made suitable to the Commissioners. Moved by Mr. Smith, seconded by Mr. Lowe that such an agreement be entered into with John Nuveen & Oompany, Motion carried. Herewith and immediately following is the contract enter8d into with John Nuveen & Company, being a verbatim oopy ot said oontraot: AGREEMEHT J" WHEREAS the City of Clearwater, Florida, now has out- atanding'approximate1y $71,000 in four per oent Water Revenue J".,: , Oertifioates secured by revenues ot the City water system, whioh oertifioates are now owned by the Northwestern Mutual tits X~suranoe Company; and ..', '''''l~._ I --"-'" '. r '".t' '~ , ' :'1' " " . 'I, , '\ " I , ' . \ ' " ; : ".' -..' -..;"!:.:,., f] ::~ ~r 1\ " 0,"" ~;,~! '. . >' f ~ . :' .! , ' I , i ! ..~'~~".c.<'";~i::rJ,:,;~~I~!tf~.~!,Hr · , " "l."",o,\\J,<",." ,....1""..' h, " , ' , " ",:: It~~ff~;1if:i~i~;'i&~~M,\' .. '~ "',..,c"~l',,h"", ' .. .1~t~M~r~~r~)' .' ~ .. . .;. ~.<:..~,"':'.1_:!. . ~.~. ~>, _", __"--.. ~__.., ~...;_~:..:::" ..",.:'''~:., ':l:,.j~,~ '..r:;l'~~'I:~;;~:.;"l'" ......~ ..:.~~' i::~...: ; ~~,;,.,"',;~,':.'.~', . ;.. WHEREAS the City of Clearwater has outstanding approximately ~261,OOO in four per oent Sewer Revenue Certificates seoured by revenues from the City sewer system, whioh Certifioates are owned by the Reoonstruotion Finanoe Oorporation: and VITrEREAS John Nuveen & Company of Ohio ago has represented to the Oity that it will be possible to oombine all the oertificates above mentioned in one issue to bear interest at the rate of three and a half per oent, the pro- ceeds from the new certifioates to be used to retire the present outstanding oertifioates. NOW, THEREFORE, this agreement is entered into by and bet~een CITY OF CLEARWATER, FLORIDA, pa~ty of the first part hereinafter referred to as the City, and JOHN NUVEEN & C01~ANY OF OhioagQ, party of the second part hereinafter referred to as the Company, as follows: -1- The Company agrees that it will immediately contaot the R.F.C. and will offer to purchase from said oorporation at;la price not greater than par and aocrued interest all sewer certificates of the City of Clearwater now h~ld by said corporation. In the event that the Oompany makes this offer and the offer is refused by the R.F.C., theNthe Oompany shall promptly notify the City in writing to that effect and thereupon this agreement shall terminate. -2- The Company agrees that just as soon as it has succeeded in:,',purchasing or arranging to purchase the sewer certificates from the R.F.C., it will contact the NorthwesteTn Mutual Life Insurance Oompany and purchase or arrange to pur- ohase from said Oompany all water certificates of the City of Clearwater. -3- The City agrees to issue approximately 332,000 in water and sewer revenue certificates of the City of Clea~vater, Pinellas County, Florida, dated at the approx- imate time of issue, denomination $1,000, bearing an interest rate of three and one-half per cent per annum, payable semi- annually, both prinoipal and interest payable at a bank to be designated by the Company in Ohioago, Illinois, and maturing not later than 1968 in such annual amounts as to make total annua1 interest and prinoipal payments approximately equal, 'or inthesmmeway that the combined issue of the presentlr ',outstanding water revenue anal sewer revenue certifioates . t. " '. . . . "..-......... . I 41 I 41 ,,'.. j. t' 1, ,', " ....' . ";,_.' , . ':2" ';:":;,:.;;:~;:;::~:W~,.~,<,.;::\'~"": ", ,: . r~r::,:::;;:r~~J'~;~:"~"'~"-""~' .......,... .. .' ..." ,.".". ru :1'""'\, ' , !. .:: } "~-1;";'~'\; ,j' , I .. I . ~., , . '. , " "..- ; , . ,\ ; ; ',. ". , ..'f>......, ',.. , '" '. H ',~'" :. . I,"'; . . ,~ :~ .. \::., '. " '; mature. The Company agrees to purbhase all of said oertificates from the City at a prioe of par plus aoorued interest to date of delivery. The proceeds derived from the sale of these new certificates will be used to retire all presently outstanding water certifioates and sewer oertifioates. -4- The resolution to be pAssed by tpe City providing for the issuanoe of the new certifioates shall provide that the City oan issue additional oertifioAtes as long as the total net income of the oombined water and sewer systems applicable to debt servioe exceeds by one and three-rourths times ~verage annual debt service requirements on all out- standing certificates, plus one and three-fourths times average annual debt service requirements on all new cert- ificates to be issued. -5- The Company agrees to pay all expenses in conneotion with this transaction. This includes the cost 0 f the valida- tion proceedings, printing of the new certificates, a legal opinion from Chapman & Cutler or some other reputable and disinterested bond attorney, the cost of sendingta represent- ative of the City to Chicaso to de~iver the bonds, and a fee ~or the attorney who handles the validation ~roceedings; pro- vided, however, that the amount of the fees aast mentioned shall be subject to the approval of the Company. -5- If the City purchases any or al~ of the presently outstanding water or sewer certi~icates the price paid shall be mutually agreed upon. -7- The Company re~resents that the net pro~it thAt it ex~ects to make on this transaction shall not exceed the sum or $5,000. In the event that the Company does make a profit o~ more than $5,000 on this transaction, then.:,an~lexcess over and above $5,000 shall be returned to the City. In making this representation, howe~er, the Company assumes that its profits will come from an immediate resale of the certificates at a premium, said resale to be made while the bond market is in approximately the same condition as at the time of the signing or this agreement. In the event that the Company shall derive . ".. " . .; ,~ .) < L'"'; . '; .' '..i:.- . .,' " ...........<4ii""l"~'"' , '-."~ ;, }:1~; ! :~ 1. i',; r!; .tt I>, \. .~ ;, '" ~! . . . .., . . . '..~... ."~..'~_ _~.~.:".., '..~~ ;:.~t4'~~'~" .~.:~. .:;"'~'. ;i;.~-.~ ;;:'..::';; ;.:..' :~~I)>~~~-..~' ~...~.~;.~~:.i~~~~~:~:;.~:~~~~;;~~;;.~?'~'~.~~~~r~ . .. 3~1 l~itl~ . :_'..._ __. '~4''''''''''''_ _~'~'.._"'" - "" 4 r a profit of more than $5000 on this transaction and said prorit is realized because of an a~vnnoe of the bond market as shown by the bond buyers twenty-year bond average price 1 index, then and in that event the Company shall be obligated to return any part of its profits to the City. The intent of this provision is to limit the Company to a net profit of $5,000 in the event that the new oertificates are promptly resold, but~not to deprive the Company from any profits that it may realize by taking the risk of holding the certificates for a substantial period of ti',e in hope of realizing a larger price because of a general rise in the bond market. In the event that any dispute arisea between the City and the Company over the provisions of this paragraph, such dispute shall be submitted to arbitration. () \il_..:..\,/ , ': '. '. ~ '. I . ,I -8- The City agrees to furnish the Company promptly, and prior to delivery of said new certifioates, a full oertified transoript of all prooeedings requisite to the issuance and delivery or said certi~icates>> evidenoing their legality and the revenue provisions relating thereto. -9- The resolution;to be passed by the City Commission providing ror the issuanoe of the new certificotes shall ob- ligate the City to allocate from the water and sewer revenues each year an amount sufficient to pay the full principal and interest requirements for that year. The City does not, by entering into this contract, obligate itself to use any of : the sewer or water revenues for the purpose of creating or maintaining a sinking fund. If the Company considers the establishment of a sinking fund to be necessary or desirable, then the Company and the City shall enter into negotiations regarding the establishment and maintenance of such a sinking fund; but any provisions regarding the establishment of a sinking shal~ not be hinding on the City unless and until such provis- ions are duly approved and agre~d to by the City And incorp- ated in the resolution to be passed by the City authorizing the issuance of the new certificates. -10- This contract is to be effective for a period of one hundred (100 ) days from its date unles:~ extended by mutual agreement. -11- It is mutually agreed and understood that the aceep- tance of this contract on the part of the;C1ty by action on .,..../. . ~;: :~'J<;:,': ' \.. '" I .... '" 1, ' '".' . . . . 1- ! i (; f . ( i l II.. :'.\::;X"~'::, , . ..,""-', 1 ,,(,:,1,\;:\ ' i~.%ff~~ < , f~\1i;;..;,~li~;~]~~~~""~C"+i~'.'" . ,,:;,' t - ~ o '*oJ..,p.i; _. ., . ~. ;;' ',' .' "...,,:: ".1.. . ;.).:'!" .:r.." '.~. . ' . .". - ,,',~ ',.::,... ,;.::;"', ;::~.":.",,,;;.,:.;;:~,c;,,:~;,',:,;.:,~, '. ""',,,..;, ".. ,,'.,:';'" "';'-", ,: ,__,,'.. '" ,..."",~"":.\,,,;;.;;;;;::;~=~~~:\E~i:(:;a!l;i~}~i:<';);'iY;:;$i~~tJit~~';;'~;"~~~i~~~~~~~~~lj;::" "..', , the part of the City Commission, by motion or by resol- ution, shall constitute a contract for the purchase and sale of the certificates herein described. IN WITNESS Vn~EOF, the City of Clearwater has caused its name ~o be hereunto subscribed by the City Manager of said City, confirmed by the Hayor-Commissioner and four City Commissioners otlfsaid City, attested by the City Auditor and Clerk, and its corporate seal to be here- unto attached; and John Nuveen &. Company has caused this aereement to be executed by its representive, this 23 day of January, A. D. 1941. CITY OF CLEARWATER, FLORIDA By ~. ~}~. Hendrix Ci ty Manager Attest; Frank Cooley City Auditor and Clerk Geo. R. seavf Mayor~Commsss oneT Jesse A. Smith Signed, seoled and de- live~ed in presence of: s. R. Lowe Herbert Grice Ralph Richards Marianne Volnar Commissioners JOHN NUVEEN' &. COHPANY By Charles E. Hoy Approved as to form and correctness: Ralph Richards City Attorney Moved by Mr. Lowe, seconded by Mr. Smith and carried that the City Manager be authorized to purchase from Stoutamire Hardware Company $2150.00 worth of 3/4't pipe, the price b'eing $5.72 per hundred plus 5% commission for the hardware Company. There being no further business to come before the board the meeting was adjourned. ~.fI~ Mayor-Conuniss oner i ,i, I " 1 I I "i. ~: . " :i I '. ',. ....:~ : ':/~<', ....1.:,.;,. ", ',' I I ! 'I I :~ . , la;,~~:;.ifj . ,1.1 "b'",-''.''' "~","-,.,, . f!\~Jfi'.'7iji;l" . ',i; ~y , t ,.