2047;a-
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ORDINANCE NO. Z047
AN ORDINANCE APPROVING THE P URPOSE AND
FUNCTION OF PACT, INC. , A FLORIDA CORPORATION
NOT FOR PROFIT, APPROVING ITS PLAN OF FINANCING
THE COST OF THE ACQUISITION AND CONSTRUCTION OF
A PERFORMING ARTS FACILITY IN AND FOR THE CITY
OF CLEARWATER, FLORIDA, AND AGREEING TO ACCEPT
A GRANT TO SAID CITY OF TITLE TO SUCH FACILITY
UPON RETIREMENT OF THE BONDS TO BE ISSUED PUR-
SUANT TO SUCH PLAN; AUTHORIZING EXECUTION AND
DELIVERY OF A GUARANTY AGREEMENT AND A FACILITY
USE AGREEMENT IN CONNECTION WITH SUCH PLAN;
PROVIDING AN EFFECTIVE DA'T'E,
WHEREAS, PACT, Inc., a non-profit corporation organized and
existing under and by virtue of the laws of the State of Florida, was incorporated
in 197$ for the sole purpose of acquiring, constructing, operating and main-
taining a performing arts facility in the City of Clearwater, Florida, hereinafter
sometimes called the "City"; and
WHEREAS, PACT, Inc. will operate the performing arts facility as
a public recreational facility for the use and benefit of the inhabitants of
the City; and
WHEREAS, the charter of PACT, Inc. provides that upon its
dissolution all of its assets shall be distributed to the City for the furtherance
of the purposes for which it was organized; and
WHEREAS, the Board of Directors of PACT, Inc. has by resolution
(the "PACT Resolution") determined to acquire, construct and erect a
performing arts facility in the City of Clearwater, provided that the City
Commission shall approve such program and its financing; and
WHEREAS, to finance such program, PACT, Inc, proposes to issue
its First Mortgage Revenue Bonds (the "Bonds") pursuant to a Mortgage and
Indenture of Trust described in and attached to the PACT Resolution and to
temporarily finance such program in anticipation of the sale and delivery
of the Bonds, PACT, Inc. proposes to issue its Bond Anticipation Notes
(the "Notes") as authorized in the PACT Resolution; and
WHEREAS, all right, title and interest in and to all the real and
personal property constituting such facilities and all other facilities of
PACT, Inc. shall vest in the City upon retirement of the Bonds; and
WHEREAS, the City Commission has, based upon information and
representations furnished and made by PACT, Inc., determined and does
hereby find and determine that such project and the plan of financing the same
as described in the PACT Resolution are in the best interests of the recreational
and cultural welfare and the economy of the City and its inhabitants, and
that it is proper and appropriate for the City Commission to approve the
same; and
WHEREAS, the City Commission has determined to further assist in
the project and its financing by offering to guarantee a portion of the debt
service on the Bonds; and
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-1-
Ord. #20+7
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2/21180
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AN
is{.iP{ 33r?Ji?1 Yr r y ?+! 4r 4?
$ NA, 1•S "?' 'air. hrtF'A?! ""i'? (^i? }•
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Y,-.?? i '..?t ? t•+?, *r ijiir?..el!v?'C3_ f ?y ?,7' ".'z .}?V ?'
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WHEREAS, the City Cornmission has determined to secure for
the public the availability of the performing arts facility for use and
performance by community groups;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY
COMMISSION OF THE CITY OF CLEARWATER, FLORIDA,
AS FOLLOWS:
Section 1. The nonprofit corporation, PACT, Inc., its purpose
and its function are hereby approved.
Section 2. The issuance by PACT, Inc. of its Bonds and Notes,
each in an aggregate principal amount not exceeding $5, 500, 000, in
substantially the form and manner as provided in the PACT Resolution,
is hereby approved.
Section 3. The City hereby consents to accept title to the real and
personal property constituting the facilities of PACT, Inc. and the City agrees
and consents that, until payment in full of the proposed Bonds, no property
of PACT, Inc., or cash or securities which shall be held by the Trustee
under any Trust Indenture securing the proposed bonds in any fund or account
under such Trust Indenture, as a part of the trust estate, shall be conveyed,
transferred, surrendered or paid to the City, but rather that such property,
cash and securities shall remain the property of PACT, Inc., and that the
City shall have such rights to receive the property of PACT, Inc., only upon
payment in full of the proposed Bonds, all as is provided in the PACT
Resolution, except as otherwise provided in the Guaranty Agreement and in
the Facility Use Agreement described in Exhibits "A" and "B", respectively,
attached hereto, and as otherwise provided in the Indenture attached to the
PACT Resolution.
Section 4. PACT, Inc. shall not authorize additional borrowing or
incur additional debt without the prior consent of the City, except short-term,
unsecured debt.
Section 5. Nothing herein contained shall be construed to create any
obligation on the part of the City to pay all or any part of the expenses of
such facilities or of such financing, or to pay the principal of and/or interest
on any such proposed Bonds or Notes, or to operate and maintain such
performing arts facility either in the event of a default or failure by PACT,
Inc. or at such time as the transfer of such facilities to the City becomes
absolute, except as provided in the Guaranty Agreement and in the Facility
Use Agreement attached as Exhibits "A" and "B", respectively.
Section 6. No legal rights against the City shall accrue to PACT,
Inc., any Trustee subsequently appointed, or the bondholders by virtue of
this ordinance, except pursuant to the Guaranty Agreement and the Facility
Use Agreement attached as Exhibits "All and "B", respectively.
Section 7. The City shall in no respect be bound by any of the provisions
of the PACT Resolution except as provided in the Guaranty Agreement and in
the Facility Use Agreement attached as Exhibits "A" and "B", respectively.
Section 8. The enactment of this ordinance shall in no respect affect
any duty or authority to act pursuant to any statute, charter provision,
ordinance or other regulation now or hereafter in effect, except as provided
in the Guaranty Agreement and in the Facility Use Agreement attached as
Exhibits "A" and "B", respectively.
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Ord. #2047
2/21/80
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ai$ s•?s',..fv.?."'?.??:?._. _..:,.. ?, .tv,:r , .,.... _? ._ , _. ... .-*? , ?.;:tti'a..r':k:3,??..r?,i,..._,..,. _ _.....i:,.,_.»,._zf:hi:?,: _ _? laf3?tdi'?? fi:_ ?'u,
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Section PACT, Inc. will be required to comply with the provisions of all applicable statutes, charter provisions, ordinances and rules and
regulations now or hereafter made applicable to it by the City. '_ "'.• ,`€,:
Section 10. This ordinance shall not be construed to in any way limit rYf
the authority and responsibility of the City in connection with the acquisition
of any assets of PACT, Inc., by use of the power of eminent domain, nor
shall the approval of this ordinance be in any way construed as affecting the
? ? . s,:, •, issue of full compensation in the event that any assets of PACT, Inc. are
acquired by the City in an eminent domain proceeding,
Section 11. Simultaneously with the delivery of the Bonds, the City
'';3`
Manager of the City is hereby authorized to execute and deliver for and on
behalf of the City, a Guaranty Agreement and a Facility Use Agreement in
substantially the form attached hereto as Exhibit "A" and "B", respectively, y,sry:; ; .?}t
each being attested to by the City Clerk, countersigned by the Mayor-
f+
Commissioner, and approved as to form and correctness by the City Attorney,
s+??ALI
with such changes as shall be deemed advisable, their approval to be evidenced
by their execution thereof.
Section 12. The City Attorney is directed to institute appropriate '
proceedings in the Circuit Court for the Sixth Judicial Circuit for validation
of the City's authority to execute, deliver and exercise its rights and carry out
its duties under the Guaranty Agreement. j ;
Section 13. Should any part or provision of this ordinance be declared
by a court of competent jurisdiction to be invalid, the same shall not affect
the validity of the ordinance as a whole, or any part thereof other than the
part declared to be invalid.
Section 14. Notice of the proposed enactment of this ordinance has
been properly advertised in a newspaper of general circulation in accordance
with Section 166.041, Florida Statutes.
Section 15. The provisions of this ordinance shall take effect
immediately upon its passage.
PASSED ON FIRST READING February 7,_ 1980
PASSED ON SECOND AND FINAL
READING AND ADOPTED
AS AMENDED February 21, 1980
fem.
7
ayor-Commissioner
Attest:
JA4.--0
City Clerk
0,'d #2047
-3-
2/21/80 .
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CLEARWATER SUN RECEIVO
Published Daily
Clearwater, Pinellas County, Florida
STATE OF FLORIDA FEB 13 1980
COUNTY OFPINELLAS,
Before the undersigned authority personally appeared Maxine M. Williams, who an oath
aays that site Is the Classified Sales Manager of the Clearwater Sun, a dailyy•,yyqq++??P? able
lished at Clearwater In Pinellas County, Florida; that lite attached copy dlrhllJ'er?semenl,
being AQ.tJ,1511..Q6. ;7.4F?ose0..Enactment,.of>,0ardn , In tile matter or
............................ Ozdinana.e..N.os,...ZOO.a 24.47., 2 4A A1.....
..................................?1}B5„&,20,86,.........
In the ................................1CXXXX............... Court, was published In
said newspaper In lite Issues of., k: €.14... } 1.1 AM o ................................
.................................................................................
Afflant further says that the sold Clearwater Sun is a newspaper published at Clear-
water, in said Pinellas County. Florida, and that the sold newspaper has heretofore been
continuously published in said Pinellas County, Florida, each day and has been entered as
SCCaltLl Class Inall matter at the post office In Clearwater, In sold Pinellas County, Florida,
for a period of one year next preceding (lie first publication of the attached copy of adver-
tisement; and affiant further says that she has neither paid our promised any person, firm
or corporation any discount, rebate, commission or refund for the purpose of securing this
advertisement for pubiicatiun In lire said newspaper.
NOTICE OF PROPOSED
ENACTMENT OF ORDINANCE
Clearwater City Commisslan Meeting, February 21, 1160, begin."
,ning at 9;50 AM, Commission Meeting (loam, City Halt. To consider
ndoptlun of Ordinance Nos, 204q. 7047, 2084, 2063, 20154. titles as
IaHOW3: . ii
ORDINANCE N0. 2046
AN ORDINANCE AUTHORIZIN6 THE ISSUANCE OF NOT •'
EXCEEDING 46Z5.DDO MUNICIPAL PARKING REVENUE
BONDS. SERIES 1979, OF THE CITY' OF CLEARWATEn.W1'
FLORIDA, FOR THE PURPOSE OF CONSTRUCTING ADDW.
T1UNS, EXTENSIONS AND IMPROVEMENTS TO THE,' ,
PARKING SYSTEM OF SAID CITY; PLEDGING THE NET:-t•
+ REVENUES DERIVED FROM SAID SYSTEM TO•THE PAY, MENT THEREOF-. AND PROVIDING FOR THE RIGHTS OF.,-k-,,
THE HOLDERS OF SAID OBLIGATIONS: PIIOVIDIN13 FOR
i, PROPER NOTICE OF PROPOSED ENACTMENT; AND PRO.
• VOID NCEFOR THE EFFECTIVE DATE OF THIS OR. AN.
t ORDINANCE NO. 2047 E"
AN ORDINANCE APPROVING THE PURPOSE AND FUNC• .
i TION OF PACT, INC.. A FLORIDA CORPORATION NOT FOR "
1 IIHOF•IT. AIIPIIOVING ITS PLAN OF FINANCING THE COST ' r
OF THE
ACQUISITION AND CONSTRUCTION OF A PER-,,,,
FORMING ARTS FACILITY IN AND FOR THE CITY OF r
CLEARWATER. FLORIDA. AND AGREEING TO ACCEPT A r'
GRANT TO SAID CITY nK• TITLE Tn Writ WAMIATY ::pnm .,
I
LIVERY OF A GUARANTY AGEit:EM11£NT AND It FACILITY
USE AGREEMENT IN CONNECTION WITH SUCH PLAN;
PROVIDING AN EFFECTIVE DATE.
ORDINANCE NO. 2084
AN ORDINANCE OF THE CITY OF CLEARWATER. FLORI-
WATER: PROVIDING FOR THE RENEWAL
THE EXTENT OF SUCH CONFLICT: PRO-`* E SEPARABILITY OF THE PROVISIONS
k FRANCHISE TO VISION CABLE OF PI-
S SUCCESSORS OR ASSIGNS; PROVIDINO
ARDS AND PROCEDURES RELATING TO '
THE SYSTEM: PROVIDING FOR THE AD, s
ND REGULATION OF THE SYSTEM: PRO..;;
E PURCHASE OF THE SYSTEM BY THE
ISE; PROVIDING FOR THE ACCEPTANCE
IISE; PROVIDING FOR REPEAL OF ALL
I PARTS OF ORDINANCES IN CONFLICT
[DING FOR PROPER NOTICE OF PIIO• a
ENT;.AND PROVIDING FOR THE EFFEC-
"r»a u". a,1+». as
FOR THE STAND
OPERATION OF
lei i•?fI ......... MINISTRATION A
/ VIDING FOR TH
Sworn to and subscribed ore me CITY OF CLFAII
OF THE F•HANCH
February, ..A.D. iS, 80 OF THE FRANCI
....
ORDINANCES 01
HEREWITH TO
..............I.... .......... ?y i.uaii..
t
IIOTART PUBLIC, STATE at nORIDA at 1,02119
MY COMIIlssi0N EXPIOEt MAV 12, 1181
?. ... _ _.M._-_ --__-...-?. BOBQED.TNI}Y F[MSAAL..IHi,. VMQEflYfPIfEN4.
I
ORDINANCE NO. 2063
AN ORDINANCE ESTABLISHING RATES PURSUANT TO•fi
THE CLEARWATER CABLE COMMUNICATION •..
FRANCHISE ORDINANCE t011DINANCE NO. 20641: PRO"
VIDING FOR THE SEVERABILiTY OF THE PROVISIONS
HEREOF: PROVIDING FOR PROPER NOTICE OF PRO"
POSED ENACTMENT. AND PROVIDING FOR THE EPFEC•, i
TIVE DATE OF THIS ORDINANCE.
AN ORDINANCE OF THE CITY OF CLEARWATER. ,` 3:
TO CABLE COMMUNICATION
PROVIDING FOR THE REPEAL OF ALL ORDINANCES OR
EXTENT OF SUCH CONFLICT; PROVIDING FOR THE SFII,
- "ARABILITY OF TIIE PROVISIONS HEREOF: PROVIDING
FOR PROPER NOTICE OF PROPOSED ENACTMENT: AND
PROVIDING' FOR THE EFFECTIVE DATE OF THIS OR-.
DINANCE.
'Citizens' may be present Ii speak on the ordinances endlor, may
insppect them prior to above dates at City Attorney's Office .3rd floor
a, Clly Hall;
i City of Clearwater: Florlde
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LrI Feb. 11 1 Lucille Williams, City Clerk • t
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RES0LUTI0IN
No. 80 - 26 !'
#1
A RESOLUTION APPROVING THE PURPOSE AND FUNCTION
OF PACT, LNC., A FLORIDA CORPORATION NOT FOR "
PROFIT; APPROVING ITS PLAN OF FINANCING THE COST '
OF THE ACQUISITION AND CONSTRUCTION OF A PER-
FORMING ARTS FACILITY IN AND FOR THE CITY OF
CLEARWATER, FLORIDA, AND AGREEING TO ACCEPT
A GRANT TO SAID CITY OF TITLE TO SUCH PROPERTY
UPON RETIREMENT OF THE BONDS TO BE ISSUED
PURSUANT TO SUCH PLAN; PROVIDING AN
EFFECTIVE ?' •? "`• ` ` ' DATE.
' ,•i?,. ;tµ'.1'. •' fe•ti?y ,?;?'-[?.?1??,f'. ?(?`?'+FS(;`::? t
. N al 't ??,? 1 r%l ??Ya FS`S711Y's`f¢l', ? n'
WHEREA, S, PACT, Inc., a nonprofit corporation organized and' ','7. ,'f.a,?n j'is ? 1ti?? s• .
existing under and by virtue of the laws of the State of Florida, was incorporated
in 1978 for the sole purpose of acquiring, constructing, operating and
maintaining a performing arts facility in the City of Clearwater, Florida,
hereinafter sometimes called the "City"; and
WHEREAS, PACT, Inc, will operate the performing arts facility
as a public recreational facility for the use and benefit of the inhabitants
of the City; and
WHEREAS, the charter of PACT, Inc. provides or will provide that
upon its dissolution all of its assets shall be distributed to the City for
the furtherance of the purposes for which it was organized; and
WITEREAS, the Board of Directors of PACT, Inc. has by resolution
duty adopted on February 20, 1980 a copy of which is attached hereto as',,.
Exhibit "C" (the 'PACT Resolution"), determined to acquire, construct and rl {?'. "'
erect a performing arts facility in the City of Clearwater, provided that the :?farda#
.: s?Fe
1Tr Y`?I f ,?? F ., •?.
City Commission shall approve such program and its financing; and '., ??? 3??
WHEREAS, to finance such program, PACT, Inc. proposes to issue
its First Mortgage Revenue Bonds (the "Bonds") pursuant to a Mortgage and '(A
Indenture of Trust described in and attached to the PACT Resolution and to r
temporarily finance such program in anticipation of the sale and delivery of F`112000 '
the Bonds, PACT, Inc. proposes to issue its Bond Anticipation Notes (the
"Notes") as authorized in the PACT Resolution; and
WHEREAS, all right, title and interest in and to all the real and
personal property constituting such facilities and all other facilities of
2047'. 2/21/80
.:attachment.PA.CT, Inc. ' shall, vast in the City upon retirement of the Bonds; and
?? .
'ic4.1;•isn7;P.°wA?'er;tr?w:':!+4^S?t';Tt:'SC'?S.z',•.?1'N'tc:'»,.: C•h?a y-'4,aS'?,?,rM1;,,K±t•.• •.1
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:i%:F' ?',?:. S• .?''l, ;v.,'7•': 'v]i•: .;$j` '-};:''c ?'q.:::l x '?
d=a. •, ;:. .. ry?,µ* {._ ;.. f.tLr+a.
} =rs''.Lr?i?*`:?k,?i'c7.t:, ..TY.., :ln's1`R?3'a.w"'5S'kL+?4i •_ Y ,r?_ .. ?!.vn` RrS, i, 7r{r.,-'..tj.?<w• ilf?/i"'?' r... .'.
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ti ?.".{ f .:Y,- :' rS; .:,: f. « .?.i .'tir.??... .:r•„'r'.. .9' :' a:,, ! c ? r1. s. "?r a`r'Y?:kl ?? L
'.l•^_ ': 1.. 1. ?i??`. `j•- ?. ?i'. i+'3:•:..'w.'?' ?=ji 1,v! Jyt"ii,lre<riw?x;::
.?,?? :.:.:, ': fit, "',;:.'] ,:?'.'.. .. ;:.;'... •'•. ?'.::".. 'r. ,i'.' i'[""7.r: 'a°:.
:apL?` 'r' ?';xj?.''??«f?y?[s.tcY...r?,.4..'.i'.w.?wa.?.•sr.r.,L.i.salt,i>?Itiw?aww,r..xr....r.?i,:'Ya,?wL+i'?u... ..r.>
WHEREAS, the City Commission has, based upon information and
representations furnished and made by PACT, Inc., determined and does
hereby find and determine that such project and the plan of financing the same
as described in the PACT Resolution are in the best interests'of the
recreational and cultural welfare and the economy of the City and its
inhabitants, and that it is proper and appropriate for the City Commission
to approve the same;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY
?;r:i' ~•'. 1-("%WAktTCCT1r)W C)F THE CITV OF CLEAAWATER. FLORIDA.
AS FOLLOWS:
cy.
1. The non-profit corporation, PACT, Inc., its purpose an is
function are hereby approved.
2. The issuance by PACT, Inc. of its Bonds and Notes, each in an
aggregate principal amount not exceeding $5, 500, 000, in substantially the
form and manner as provided in the PACT Resolution, is hereby approved.
3. The City hereby consents to accept title to the real and personal
property constituting the facilities of PACT, Inc., and the City agrees and
consents that, until payment in full of the proposed Bonds, no property of
PACT, Inc., or cash or securities which shall be held by the Trustee under
?.• ,?
h ? k' Trust Indenture securing the proposed bonds in any fund or account
any
x!53; r r;•y"l`,7y.'?'i?'rhit
under such Trust Indenture, as a part of the trust estate, shall be conveyed,
transferred, surrendered or paid to the City, but rather that such property,
cash and securities shall remain the property of PACT, Inc., and that the
City shall have such rights to receive the property of PACT, Inc., only
upon payment in full of the proposed Bonds, all as is provided in the PACT
Resolution, except as otherwise provided in the Guaranty Agreement and in
the Facility Use Agreement described in Exhibits "A" and "B", respectively,
attached hereto, and as otherwise provided in the Guaranty Agreement and
in the Facility Use Agreement, the execution of which have been approved
by ordinance of the City (collectively, the "Guaranty and Use Agreement"),
and as otherwise provided in the Indenture attached to the PACT Resolution.
Ord. #2047 2/21/80
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'~ •5. 4. PACT, Inc. shall not authorize additional borrowing or incur
? Ii'I,rte:
?4;!' additional debt without the prior consent of the City, except short-term,
F'`.. unsecured debt.
S. Nothing herein contained shall be construed to create any
x,ati? x,'t, 1 obligation on the part of the City to pay all or any part of the expenses of
such facilities or of such financing, or to pay the principal of and/or interest
on any such proposed Bonds or Notes, or to operate and maintain such
performing arts facility either in the event of a default or failure by PACT,
c.? w?x. ?tr'?. ?? t ??A.1jk aka ?"' fir,'." •
Inc or at such time as the transfer of such facilities to the City becomes
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i •?J?ti?'ii?{? ?;-?ft>??' ?•a.rw'i3: rf;:Y?.S t!
absolute, except as provided in the Guaranty and Use Agreements attached
?k?
? .°'r•^}r'r;7°"r `
hereto as Exhibits TIATf and IfBII respectively.
,
i'' ' •. s+l?,?•. ? ? stn'-x?t ? b. Na legal rights against the City shall accrue to PAC'T', Inc.
any Trustee- aubsequently appointed, or the bondholders by virtue of this
resolution, except pursuant to the Guaranty and Use Agreements attached
?:. `:.RStixat ?? ' a - 5 w; hereto as Exhibits "A" and IIB" respectively.
F n.yt},??r [tr: t'? r J'` 9p! i4r?i•.'1',>"„S?;
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7. The City shall in no respect be bound by any of the provisions
1, _ $•; '?f- of the PACT Resolution except as provided in the Guaranty and Use Agreements
I TV-
•; attached as Exhibits "A" and "B", respectively.
?' '? l•li?i to)y"??SL•.gg
i• ? L R `? yr yri'. .. r .?????i
The adoption of this resolution shall in no respect affect any
• rk r'r "r"j Rrj.ae?.
{~duty or authority to act pursuant to any statute, charter provision, ordinance
f'?: ? ?`¢ t ? • µ. ,,? ,,
or other regulation now or hereafter in effect, except as provided in the
Guaranty and Use Agreements attached as Exhibits "A11 and "B", respectively.
9. PACT, Inc. will be required to- comply with the provisions of all
applicable statutes, charter provisions, ordinances and rules and regulations
now orhereafter made applicable to it by the City.
rR??l'= f
10. This resolution shall not be construed to in any way limit the
•? , ' authority and responsibility of the City in connection with the acquisition
s; r {, of any assets of PACT, Inc.. by use of the power of eminent domain, nor
rr ?S.
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shall the appizoval of this resolution be in any way construed as affecting the
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Ord. #2047 attachment attaq 2/21/80
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f•rf„ti 'a''
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?.. o" ?x:r. ' 'q^ '?{?.'• f' y{,?fh3`?' vti"`?'kti ??_? S,.' :S ?.
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issue of full compensation in the event that any assets of PACT
Inc. are
,
acquired by the City in an eminent domain proceeding. ?. }3?vLr„
11. This resolution shall become effective immadiately upon its
Y adoption. ,' ``;' z'•' ; '' .
PASSED AND ADOPTED this 214 day of February, A. D. 1980. ry"'"' ,t:
rr
/a/ Charles F. LeCher
"
Mayor-Commissioner {
h
Attest:
' R' E
«rlfT
/s/ Lucille Williams , .,
Y'' p
?rh City Clerk ?
Q?Vi ' if
.. 5??•???? l.q?;Ysql+..,j„y???',yn•?.-..:?'eWe`:'1!!?l;:i?t.?tfC1`4"?'i[',`', ,+?r`?1,'?^;'.?1t
3•_,.r'ma..c'+?S!?i.-s?_ ..... .:i_=_:?4_.,?`az....,?:J.??„?'.?=?.t???,?.y;,?.?',:-tr.?a`?'i,'t?s:?a?`.'?a.?`'.. _...E,..;._g_.....?,?,.>._,?:'+
so
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1980, is by and between the City of Clearwater,
Florida, a -municipal corporation duly organized and existing
under the laws of the State of Florida (herein called "City"),
PACT, Inc., a corporation not-for-profit organized and existing
under the laws of the State,of Florida (herein called "PACT") and
as trustee (the "Trustee")
under the Mortgage and Indenture of Trust, dated as of the date
hereof (the "Indenture"), between PACT and the Trustee;
.u,
6T• ail ?14. ?t?'• ?, t?.S ('.+'
THIS GUARANTY AGREEMENT ,,dated
ed as of the day of
W I T N E S S E T H:
WHEREAS, arrangements have been made for the issuance
and sale, pursuant to the aforesaid Indenture, by PACT, of First
Mortgage Revenue Bonds in the aggregate principal amount of not
exceeding $5,500,000 (herein called the "Bonds"); and
WHEREAS, the proceeds of the sale of the Bonds will be
used to pay the cost of constructing upon land owned by PACT a
performing arts facility (the "Project") which will be mode
available to community groups from time to time by the City under
a Facility Use Agreement (herein called the "Use Agreement") as a
part of the City's public recreation program; and
WHEREAS, the City will have a residual beneficial
interest in the performing arts facility pursuant to the
Indenture; and
WHEREAS, the City desires that PACT issue and sell the
Bonds and apply the proceeds for the purpose described above and,
in order to provide an inducement to PACT to issue and sell the
Bonds and an inducement to the purchase of the Bonds and-interest
coupons appertaining thereto by all who shall at any time become
holders thereof, the City is willing to enter into this Guaranty
Agreement;
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the City, PACT and the
Trustee do hereby covenant and agree with each other as follows:
C If
-1-
'Ord #2047 Exhibit A
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EXHIBIT "A"
GUARANTY AGREEMENT
2/21/80
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. ASr I'
ARTICLE I
REPRESENTATIONS OF THE CITY
rI, ?'r,. l?k a, is
Section 1.1 The City hereby represents and warrants
that it is a municipal corporation duly organized and existing
under the laws of the State of Florida, has full power and
authority to enter into and perform this Guaranty Agreement and
has duly authorized this Guaranty Agreement by proper official
action. 5 I...t F
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ARTICLE IT ?
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COVENANTS AND AGREEMENTS
Section 2.1 The City hereby unconditionally and irrevo-
cably guarantees to the Truhtee for the benefit of the holders
from time to time of the Bonds and of the interest coupons apper-
taining thereto (a) the full and prompt payment of the principal
of and premium, if any, on each Bond when and as the same shall
become due, whether at the statgd maturity thereof, by accelera-
tion, call for redemption or otherwise, and (b) the full and
prompt payment of interest on each Bond when and as the same
shall become due, and (c) the full and prompt payment of not
exceeding $100,000 per year into the Annual Endowment Account
created under the Indenture whenever PACT shall fail to make such
payment, provided that the City's guarantee under Subsection (c)
hereof shall apply only if either (i) the Trustee shall elect to
declare such an event an Event of Default, or (ii) Gross Revenues
and other funds available to the Trustee are insufficient to make
all required payments under the Indenture in the then current
Fiscal Year. The City further agrees, in the event of any
failure of PACT to make such payments when due, to make such
payments to the Trustee for the benefit of the holders from time
to time of the Bonds and of the interest coupons appertaining
thereto; (i) provided, however, that the maximum amount which the
City shall, be obligated to pay at any time and from time to time
hereunder shall never exceed the total principal and interest
payments which would have been due by the City if it had borrowed
One Million Dollars ($1,000,000) on the-date of issue of the
Bonds at an interest rate equal to the Actuarial Interest Rate
(hereinafter defined) on the Bonds, and had repaid such loan on
the dates and in the amounts of the actual payments made to the
Trustee hereunder, applying the hypothetical repayments first to
accrued interest and then to principal; (ii) provided, further,
that no payments shall be due by the City hereunder unless and
until all moneys in the Bond Fund and the Endowment Fund created
and held under the Indenture shall have been exhausted. The
-2-
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Ord.#2047 Exhibit A 2/21/80
r.;':','.'"C;s!St?C''rM.t4r•r+'?Lt':Y„:J',..h!.`;'°`r'?r?#X^.gii?4t''..r:Rk'SS?':`' t+?y "'sR'S7s?r?',>N}a.fsH,.1,y?Jni!?"t;?rCy^fYZA;+1f.?[}S'S#
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.,.t ? ,•. yy.,?.?. ,., x? .? w1•.? .. "f ..Krr.M" :t?'w??'Ff t?ff?'?•? •, a .;
wn?tc4.>'? a?F'?]:+Fm ':Y 1%"x:'+•4"rr:..?ii.$..a r.?i.:. ... .. ;.'1,•+}... y:,"w.. ... .. ?dCr7.66r:•$?I•? ? ? r .. :. -:t^:>`. .-., uw•,?.::Ed•r ???.. ..,:':r..?.i`>i
1?
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0._.?;111,
Actuarial Interest Rate shall be the yield on the Bonds computed
in accordance with proposed U. S. 'Treasury Regulation Section
1.103-13 as proposed on January 1, 1978. If, after the City
shall have made any payments to the Trustee hereunder, PACT shall
restore all or any part of such amount to the City pursuant to
the Use Agreement, the amount of such restoration shall restore
the maximum amount due hereunder by an equal dollar amount. All
payments by the City under this Guaranty Agreement shall be made
n lawful money of the United States of America.
Section 2.2 The obligations of the City hereunder are
payable solely from funds derived by the City from sources other
than ad valoreri taxation and legally available for such purpose
which are on deposit from time to time in the general fund of the
City (hereinafter called "Non-Ad Valorem Funds"). The obligation
to pay from such sources shall not, however, constitute a pledge
of or a lien on such funds, and the City hereby reserves the
right to hereafter from time to time pledge and encumber by lien
all or any part of such funds for the payment of obligations of
the City, which pledge and lien may be prior and superior to the
rights to payment from such sources granted hereunder. The obli-
gation of the City hereunder does not constitute a general indeb-
tedness of the City within the meaning of any constitutional or
statutory provision or limitation. The ad valorem taxing power of
the City is not pledged hereunder and neither the Trustee, FACT,
nor any holder of the Bonds shall ever have the right to compel`
the exercise of the ad valorem taxing power of the City for per-
formance of the City's obligations hereunder.
Section 2.3 Pursuant to due notice from the Trustee,
the City will set up and appropriate in the annual budget of the
City for expenditure in each of the gears during which the Bonds
and coupons thereon will be outstanding and unpaid, from the Non-
Ad Valorem Funds of the City, sufficient amounts of such Non-Ad
Valorem Funds of the City to make the payments guaranteed
hereunder. Such covenant and agreement on the part of the City
to budget and appropriate such amounts of Non-Ad Valorem Funds
shall be cdmulative, and shall continue until such Non-Ad Valorem
Funds in amounts sufficient to make all required payments shall
have been budgeted, appropriated and actually paid to the
Trustee.
Section 2.4 The City covenants and agrees to take all
action and pursue all such legal remedies which may be available
to it to ensure that sufficient Non-Ad Valorem Funds will be
available to fulfill the City's agreements hereunder.
Section 2.5 The obligation of the City under this
Agreement shall be absolute and unconditional and shall remain in
-3-
?''' : Ord . #2047 Exhibit A
2/21/80
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w H i-,? F ,? n ?3?+?. 1t §a?,f•4? ...,? ?" r5?r'f F- '?y `L . ,:. ?;:'F`, ;,c!> ,? '.
. ??e'?,??i?=z'?f??=???'fX'?i?i?r??•#t?XrrS P.'!?:si?:?:??;°^?:i?=#'a?:z'4'-?sY 't.,.,,`r':?,?'L??,r?e`3. gnlsEi?tt;-. ,r.r,4la?
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full, force and effect until all Bonds issued under the Indenture
are no longer deemed to be Outstanding pursuant to Article IX of
the indenture. Except as so provided, such obligation shall, not
be affected, modified or impaired upon the happening from time to
time of any event, including without limitation any of the
following, whether or not such event shall occur with notice to,
or the consent of, the City:
(a) the waiver, surrender, compromise, settlement,
discharge, release or termination of any or all of the obliga-
tions, covenants of agreements of PACT contained in the Indenture
or in the Bonds;
(b) the failure to give notice to the City of the
occurrence of a default under this Guaranty Agreement or an event
of default under the terms and provisions of the Indenture;
(c) The transfer, assignment or mortgaging or the pur-
ported transfer, assignment or mortgaging of all or any part of
the interest of PACT or the City in the Pro ect or any failure of
title with respect to PACT'S or the City's interest in the Pro-
ject;
(d) the waiver, surrender, compromise, settlement,
release or termination of PACT's obligations, covenants or
agreements contained in the Use Agreement;
(e) the waiver, surrender, compromise, settlement,
release or termination of any of the obligations, covenants or
agreements of the City under the Use Agreement;
(f) the extension of the time-for payment of any prin-
cipal of, premium, if any, or interest owing or payable on any
Bond or of the time for performance of any obligation, covenant
or agreement under or arising out of the Use Agreement or the
Indenture or any extension or renewal of either thereof;
(g) the modification or amendment (whether material or
otherwise) of any obligation, covenant or agreement set forth in
the Use Agreement, the Bonds or the Indenture;
(h) the taking or the omission of any action referred
to in the Use Agreement or the Indenture or of any action under
this Guaranty Agreement;
(i) any failure, omission, delay or'lack of diligence
on the part of PACT or the Trustee in the enforcement, assertion
or exercise of any right, power or remedy conferred on PACT or
-4-
;a Ord 1204T V ibit, A; . .
2/21/80
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:r ?.4`.:: iJff .?t':7u- *, ii' ,'??.:, .' ;i'b Si`?,• ",?',4' ?i,~?'•ii `° >>•;? '.;;.. .+t.
?, h` ')4' ?. .'?.. .a,Pa° .'.., s., ? y.1 }.'? R. 2•. t'•)' •'?',,. J1'f. •+, { V'?• `?.
?r:?'' " t ; .`l. ,,)... ? 'r. F•N.,.?.' 4Si ^ ci+.Y ? a, 4 4
'f 44 .sy',?,?N;' .,s }•'?:sa ?'?.?181`ltY'Y Jm;v.,.t??-,i?.??y •`Js?"`,?}r?` ? m id .•'
? ?. fC???'?'?r ?' _ > ? ,? :??j ? ?'' `f?:o»? f w''h°ia•?. b?,. K?" ?'a'llt' F. ?' ? 't?r'?r. F. i. ,J.?;C i !.. t
i } Y `yy. ?..,.??}• ,'lYe•d ;y ;.,. »a 1 7 ? :.?'J'»; ° ? X,y 1 e'•?' ai' f i
4'R?`: i .sr' "-ice ohm.: "":3;??,;4!u?.?1'?`«?,,lr?r?:;5.::.i..,?`_L';'z...,.N{7.`•?:_?'frr?;...?"??3'.?;i"'.=,'k?:.+rSK,,,...N.S?a°??S.SS'r'?.????,y.f• ' t'.
rY 3
L? yl • r•t; ? i??? C (?'? err t
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`a the'Trustee under the Use Agreement or the Indenture, or con-
ferred on the Trustee in this Guaranty Agreement, or the inabi-
lity of PACT or the Trustee to-enforce any provision of the Use -
Via; Agreement or the Indenture or this Guaranty Agreement for any
?N} • 1.7
other reason, or any other act or omission on the part of PACT, - N.
?? y'F ?>?'. ?'?????'i.t•'i'.: `74':}y?..w 4.ii 3.?'?i??.., 1+."•
the Trustee or any of the holders from time to time of the Bonds :,' ' L• t - ,?'
U, or of the interest coupons appertaining thereto;
(j) the dissolution, sale or other disposition 'of all fs
yor substantially all the assets, liquidation, the marshalling of
,r) . r?k S .Ni „}'? k?.. r? f Z}F 74 4?t ^?•` F f' ?`
=r? assets and liabilities, receivership, insolvency, assignment for
;?y 3 the benefit of.creditors, bankruptcy, reorganization, arrange-.., `?'?, s•. '1!
ment, adjustment composition or other similar proceedings
i affecting PACT or the City under the Use Agreement or the
Indenture or an of the assets of either of them or an allega-
tion te. or contest of the validity of this Guaranty Agreement or the a
Use Agreement; _ :
r - •'F
e
M to the extent F permitted by ( ) law, aany event vent or action
that would, in the absence of this clause, result in the release
- or discharge by operation of law of the City from the performance
or observance of any obligation, covenant or agreement contained
?. '
in this Guaranty Agreement.
r r` Section 2,6 The City waives notice of the issuance of
the Bonds and notice from the Trustee or the holders from time to '
,•,4,n' time of any of the Bonds or of the interest coupons appertaining'
thereto or their acceptance and reliance on this Guaranty;
Agreement. The City also waives presentment, demand for payment,
protest and notice of non-payment or dishonor and all other
<,4 notices and demands.whatsoever relating to the Bonds.
.$ ` ?p- Section 2.7 No set-off, counterclaim, reduction or k :.s
. .
.w
diminution o
f an obligation, or any defense of any kind or
nature
? .- • r ?.,?
(other than performance by the City of its obligations hereunder),
s ;'?• which PACT may have or assert or which the City may have or
y r assert against PACT or the Trustee or any holder of a Bond shall
t , be available hereunder to the City against the Trustee.
r
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-' r Section 2.8 Whenever the Trustee shall determine that
the funds anticipated to be on deposit in the Bond Service j
Mt
Account, Redemption Account, Reserve Account and Endowment Fund
't4i•
established under the Indenture will be insufficient to pay all r.
h maturing principal or interest on the Bonds on the next ensuing
maturity date, • 3
? or to redeem all Bonds subject to mandatory
r redemption on the next mandatory redemption date, or the con-
ditions in Section 2.1(c) hereof are met, the Trustee shall give
written notice of the anticipated deficiency to the City not .:' {
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? ?'? Tf ,.ice iu,'. _ , 3'? ? •;..,t,.° •.? ', ".. 1y,. ..k.:r"..?L:°. f ?. ,hyr
[I "'S y'`.t ??rw?,??1. q-??a,? •?M,. y:?.:. ?t„k?"-?i'ti..•. i'- ? d?•..1
u ?9 ;;3ct:?¢ chat ?« K°'.
??# "?. s .?r, u;?'s?.?t i4•..Y„v;4'v??>; ,,a° ?,?lF' ,t?. ry"?,?,',?+"?i 7{..9??'7 iT,..? ?, .?+ ft??:rt't
?` p#\r {?% ?',r•kjJ,?'>a f^ ?._d =1r^T,t: ;;??sF?'F, ur?':` y ` ^ye y ,Mw C>.j a?,"'?4??1.",.WNh k x,,51' l?V.. Ti. '?• /". '6f
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later than July 1 for payment requests in the ensuing Fiscal Year
of the City, and the City agrees to fulfill its obligations under `
this Article 11 with respect to such deficiency by payment of the
sum required (i) on or before the ensuing maturity or mandatory
redemption date, in order to prevent a default in payment of 'the
Bonds under the Indenture, or (ii) in the case of the failure to
'.' ,?;? .f :•-; -F: ;.•.!?:.;:.k..
meet the conditions in Section 2.1(c) hereof, within thirty (30)
days after receipt of such notice.
?t 1 V?r?'hayk6 t7'i+"''°4Fs V?
Section 2.9 PACT agrees that all of the covenants and .
agreements made by it in the Indenture for the benefit of the holders of the Bonds shall also be incorporated herein by
k? n ra iY
reference and are made for the benefit of the City, and the City
shall have the right to enforce such covenants and agreements in
the same manner as the Trustee may so enforce them under the,
Indenture. However, no default by PACT hereunder shall be
available to the City as a set-off, counterclaim, reduction or •i ;
diminution of the City's obligations to the Trustee hereunder, or
available as a defense of any kind or nature to the City against
the Trustee,
ARTICLE III
?^Y
DEFAULT AND REMEDIES
Section 3.1 The Trustee shall have the right, power and
authority to do all things it deems necessary or advisable to
enforce the provisions of this Guaranty Agreement and protect the,
interest of the holders of the Bonds or coupons appertaining
thereto and, in the event of a default in payment of the prin-
cipal of or premium, if any, on any Bond when and as the same
shall become due, whether at the stated maturity thereof, by
acceleration, call for redemption or otherwise, or in the event
of a default in the payment of any interest-on any Bond when and
as the same shall become due, the Trustee may institute or appear
in such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of its rights and
the rights of the Bondholders, whether for the specific enforce-
ment of any covenant or agreement in this Guaranty Agreement or
in aid of the exercise of any power granted herein, or to enforce
any other proper remedy. Without limiting the generality of the
foregoing, in the event of a default in payment of the principal
of, premium, if any, or interest on any Bond when due, the Trustee
may institute a judicial proceeding for the collection of the
sums so due and unpaid, and may prosecute such proceeding to
judgment or final decree, and may enforce the same against the
City.
-6-
'Ord #2047 Exhibit A
2/2x/80
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?4p?. r iw?*i,?y'?'Y..?h???lL?`.: ?.??r`.,.r3?3?„?3't.r?y?•?
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Section 3.2 No remedy conferred upon or reserved to the
Trustee herein is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumu-
lative and shall be in addition to every other remedy given under
this Guaranty Agreement or now or hereafter existing at law or in
equity.
Section 3.3 Each and every default in payment of the
principal of, premium, if any, or interest on any Bond shall give
rise to a separate cause of action hereunder, and separate suits
may be brought hereunder as each cause of action arises. In the
event of such a default, the Trustee shall have the right to
proceed first and directly against the City under this Guaranty
Agreement without proceeding against any other person or
exhausting any other remedies which it may have and without
resorting to any other security held by PACT or the Trustee; pro-
vided that conditions (i) and (ii) of Section 2.1 hereof shall
have first been satisfied.
Section 3.4 The City agrees to pay all costs, expenses
and fees, including all reasonable attorneys' fees, which may be
incurred by the Trustee in enforcing or attempting to enforce
this Guaranty Agreement or protecting the rights of the Trustee
or the holders of Bonds or coupons appertaining thereto, if any,
hereunder following any default on the part of the City
hereunder, whether the same shall be enforced by suit or other-
wise, provided the Trustee is the prevailing party.
Section 3.5 No delay or omission to exercise any right
or power accruing upon any default, omission or failure of per-
formance hereunder shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right or power
may be exercised from time to time and as often as may be deemed
expedient.
ARTICLE IV
GENERAL
Section 4.1 The obligations of the City under this
Guaranty Agreement shall arise absolutely and unconditionally
upon the issue, sale and delivery of the Bonds or any installment
thereof. This Guaranty Agreement is executed subsequent to the
execution of the use Agreement and is separate and independent of
the Use Agreement. Any modification, limitation or discharge of
the City's liability under the Use Agreement arising out of or by
virtue of any bankruptcy, arrangement, reorganization or-similar
proceeding shall not modify, limit, discharge or otherwise affect
-7-
Or+d :204.7 Exhibit A
2/21/80
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I
the'liability of the City under this Guaranty Agreement in any
manner whatsoever.
1,
section 4.2 All moneys recovered by the Trustee pur-
suant to this Guaranty Agreement (other than those provided for
in Section 3.4 hereof) shall be applied to the payment of the
principal of, premium, if any, and interest on, the Bonds. This
Guaranty Agreement is entered into by the City for the benefit of
the holders from time to time of the Bonds and of the coupons
appertaining thereto, but may be enforced by or on behalf of the
holders of the Bonds or such coupons only by the Trustee in
accordance with the provisions of this Guaranty Agreement. This
Guaranty Agreement shall not be deemed to create any right in, or
to be in whole or in part for the benefit of any person other
than, the Trustee, the City, FACT, the holders from time to time
of the Bonds and of the coupons appertaining thereto, and their
permitted successors and assigns.
?4.
rs ?
iss-J .
•°4 •? 77
Section 4.3 This Guaranty Agreement (a) constitutes the
entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the parties with
respect to the subject matter hereof; (b) may be executed in
several counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument; (c) may be modified only by an instrument in writing
signed by the duly authorized representatives of the parties and
only if the modification is made for the same purposes and in
accordance with the same requirements of the Indenture as apply
for the entering into of indentures supplemental to the
indenture; and (d) shall be governed in all respects, including
validity, interpretation and effect, by, and shall be enforceable
in accordance with, the laws of the State of Florida. If any
provision of this Guaranty Agreement shall be held to be invalid
by any court of competent jurisdiction, the invalidity of such
provision shall not affect any of the remaining provisions.
IN WITNESS WHEREOF, the parties hereto have caused this
Guaranty Agreement to be executed in their names and behalf and
their corporate seals to be affixed hereto and attested by their
duly authorized officers, as of the date first above written.
' -8-
Ord, #.2047 Exhibit A 2/21/80
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v1 er•? ?'i??
CITY OF CLEARWATER, FLORIDA
(SEAL) By
Mayor-Commissioner
ATTEST:
Clerk , .
APPROVED AS TO FORM, SUFFICIENCY AND
CORRECTNESS:
City Attorney
PACT, INC.
(SEAL) By
President
ATTEST:
Secretary
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r9 i,?E. .d •S,( :1'r.r . _ .? "3. ii • .. t .. .. ..
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(SEAL)
ATTEST:
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day of ?. :.'._• : ?.,•,,., „?
Adce ted this
1980.
.. (Trustee)
BX••• - )
Its:.
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EXM&T
FACILITY USE AGREEMENT
THIS FACILITY USE AGREEMENT, dated this day of
, 1980, between the City of CleazwaEer, Florida,
a municipal corporation duly organized and existing under'the
laws of the State of Florida (herein called "City"), and PACT,
Inc., a not-for-profit corporation duly organized and existing
under the laws-of the State of Florida (herein called "PACT"),
W I T N E S S E T H
WHEREAS, PACT was incorporated in 1978 for the sole pur-
pose of acquiring, constructing, operating and maintaining a per-
forming arts center (the "Facility") in the City; and
WHEREAS, PACT will operate and maintain the Facility for
.the benefit of the people of the City and its environs as an
integral part of the City's public recreation program; and
WHEREAS, PACT intends to finance part of the cost of the
acquisition and construction of the Facility from the proceeds of
its First Mortgage Revenue Bonds in the aggregate principal
amount of not exceeding $5,500,000 (the "Bonds") issued pursuant
to the terms of a Mortgage and Indenture of Trust (the
"Indenture") by and between PACT and
(the "Trustee"), dated , 1980; and
WHEREAS, the Bonds will be additionally secured by a
pledge of and lien upon the Gross Revenues (as defined in the
Indenture) derived by PACT from the use of the Facility; and
WHEREAS, the City will enter into a Guaranty Agreement,
dated , 1980, with the Trustee and PACT whereby the
City wi uncon i:tionally guarantee the full and prompt payment
of the Bonds in an amount not to exceed $1,000,000 aggregate
principal amount plus interest due on such aggregate principal
amount; and
WHEREAS, the City, as a part of its public recreation
program, desires to secure for the public the availability of the
Facility for use and performance by various community groups in
the Facility's service area and to facilitate its use by these
community groups by a subsidy from public funds so that such
-1-
Ord. #2047-Exhibit B
2/21/80
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e ,":[":?, y ,R ~"'i??i?i.,1?11"?*?4yY?^??y,,'?. '???2'. ar!1y:'11 St???,•'' ??i: 4_?T.'??•°?M'p????!?'?'"•,"rarrnr?R?nfp?++rt J`:tal;?..,?.,?
- '.? ,,?' ..r s'' $ yr- ?. • s ,.° :F. .,.... ,.'. ', ,.? .. +
y?3 tE' ° ??..6 ?t-4 .:?t''? :':1.. `?' ... .N:Y .,', +. -?. t^ .,.. ,i'.L .+y? ,ti •{ i'•:
Y. ?? ^F '1 '? ??. ?•; iii: tn~ !< v?'• •f 4 '«V?s4?. 't ?F?i •G (+
t ? r. :?. '?..?}?u i????F?,-?`ii,.;?,??yT• 11j,`!'. ?l?e f•? f?i ?? {. , f
f Y 1v,Jri 1? t 1
ff `??•??j? ???a??+:,`?:F?'J? g?M??.rrYH>g.,?e:rSE?-?t.,3??.,??;?..,nh? Y?r?+"{;'?r??.r. ?'?:j .t?Z ?.
e. r'K;?si??7 ???'?h,; $`''Cf N„??Y;'•S? a??y$ i:.r ,L.t .?f?3.. S' -r?. ?•??u?ih!f?SF'J?-EjN'?', f, ? ?7f 1?
?gf , ..u,:t ,? ?+• 1 ky?sf^+ri4_r,,re..c??-? rw',;,i.:. a'u' ?rt:i?s_•{?.r 4.?1?=?4k ?x{.,J t .;7 ?.?:?,;•
}?' tt t, ? rt ?.'s•S .d.. ^'S r: ?:yI?Y'?'j_?' :?.i? d?f , :: ?., 7 ?':,r '?' r. r•t,•s'ry,..,. ; f'k+, 1•S 'ilr ? 1 ?..' V ?4jY? 1
s-''r.•,'?..,,.,,, :: `e Fi: S.:''., v?L'+?•. .f?1?y...e I"
"'+Z ? '.'•3 ak?Fa• '•?.. .,j ?/,?.r.'?$_$:'. -L i?'' `Cs .k ........
? ........ . . .„sa'i*?wirrl?lY'/lillY.lf•i.il[ •
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groups will be able to afford its use at rates due PACT which are
comparable to those charged similar groups elsewhere in Florida;
5t and
?F=?,' WHEREAS, PACT and the City wish to set forth their
,a ass " el
?t respective tights and obligations regarding the operation and use,
of the Facility, and to terminate that certain Facility
Availability Agreement dated December , 1978, previously
entered into between them.,
NOW, THEREFORE, in consideration of the mutual promises
herein contained, the City and PACT agree as follows:
SECTION 1. RECITALS
The foregoing recitals are true and correct and are
incorporated herein by reference.
SECTION 2. USE OF FACILITY
Subject to the terms of Section 4 hereof, PACT agrees to
make the Facility available for use under this Agreement by
various community groups to be'designated by the City for a maxi-
mum of two hundred events per year. Such utilization of the
Facility is deemed to be for a public-purpose and for the'benefit
of the people of the City. PACT shall make the Facility
available to those community groups as shall from time to time be
designated by the City. Such use shall be at such times and on
such days as shall be mutually agreed upon by PACT and the City.
A schedule of dates and times for use of the Facility by such
designated community groups shall be prepared at least once
annually. Such schedule may be revised as necessary from time to
time thereafter. The fees to be charged by PACT to such com-
munity groups for each event shall be annually established by the
City in consultation with PACT and shall be comparable to fees
charged to similar groups by similar facilities elsewhere in
Florida.
SECTION 3. PAYMENT FOR AVAILABILITY
As consideration for the agreement by PACT to make the
Facility available to community groups as described in the pre-
ceding paragraph, and subject to the terms of Section 4 hereof,
the City shall pay to PACT on the first day of the month during
which PACT first opens the Facility for operation and makes dates
available for usage by community groups', and monthly thereafter,
the sum of Thirty Three Thousand Three Hundred Thirty Three
and 33/100 DOLLARS ($33,333.33), regardless of the number of
events actually held by community groups pursuant hereto.
-2-
Ord.
#2047 Exhibit B
2/21/80
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+ •K? 9 1?;?` i•l1°??'?.ei? t,?' °,ti??il !t 3?'? S?s ?2 k '?{.i . 'tr, i `i
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SECTION 4. ANNUAL COMMITMENT BY CIT'3
The City represents that it is the City's present inten-
tion to make the %`- •. '
payments described in Section 3 hereof in order
to make the Facility available to community groups throughout the
term of this Agreement;. However, if it later determines that
sufficient funds will not be available for such purpose in any R•
;,;-,, ,. •,• _,??:?^.,?,,_, s
year or
years, then prior to December 1 of each year, the City
may, by written notice to PACT, determine not to require ,the
"+?`?yyr'?s'`',t.' s
Tom.'' .+Y iti ?.l•?'"?'F t "f'' l
Facility to be made available during the next ensuing calendar •..;':???.',???;?..:*?.:? t
year to community
groups hereunder, in which event no payments ,};`':.° '? •?',.,;'?.?".;? '
shall be due by the City to PACT during such calendar year. `''` ?,?'
However, the giving of such notice with respect to a particular
calendar year shall not terminate this Agreement, and, except as ? ? •.:*,
to the particular calendar year with respect to which notice is
given, PACT and the City shall continue to be obligated to make
the Facility available under Section 2, and to make payments for
such purpose under Section 3, respectively, for all future calen-
dar-years thereafter during the term of this Agreement, unless
further notice or notices are given pursuant to this Section by a,
the City for any such future calendar year or years.
SECTION 5. OPERATION AND MANAGEMENT OF THE FACILITY ,r.
g?
PACT shall have sole and absolute control over the man-
agement and operation of the Facility, without interference by
the City. PACT covenants and agrees to operate the Facility as a
performing arts center. PACT shall comply with all laws, rules;
regulations and requirements of all federal, state and local
governments and agencies and departments thereof which are appli-
cable to it. PACT shall keep the Facility in good repair and
operating condition and maintain the Facility in as reasonably
safe condition as the operation of the Facility permits. PACT y
shall pay all utility and other charges for the operation, main-
tenance, use and upkeep of the Facility. PACT shall, from time .
to time,•make all needful and proper repairs, renewals and re-
placements to the Facility. PACT shall, at its own expense, pro-
vide continuously.from the effective date hereof, the following ?rF
insurance coverage on the Facility: <•
(a) Insurance against loss and/or damage to the
Facility under a policy or policies in form and amount covering
such risks as are ordinarily insured against by similar facili-
ties, including, without limiting the foregoing, fire and uniform
standard extended coverage, vandalism and malicious mischief
endorsements. Surh insurance shall be for the amount of (i) the
actual cash value of the Facility, or (ii) the aggregate prin-
cipal amount of the outstanding Bonds, whichever is less.
-3-
.Ord. #2047-Exhibit B
2/21/80
:,?°'4?y??yyr„r}?y'S:g>.`,-•:...: y., f .' }. c?n?y,?i s''?1 [?*:f"•?''?'. %'-1-.??'".l'e'"'!ey??".'?`?`?; `•?i?
?l'::'c. ?.. .. ? ,_ .. j a_.6? . .. .. . ... .. .. ... ??• ?.•°.12,a.-re' x's:;,:.,i?}.?:.?: :. _. ,?.:{,: ,,.,.., ,. ycr.'.. r:B.c?`??2.[itz
s.
(b) Comprehensive general public liability insurance,
protecting PACT and the City as their interests may appear,
against liability for injuryes to persons or property, occurring
on the premises of the Facility, in the minimum amount of
$1,000,000 liability to any one person for personal injury,
$50,000 liability to any one person for property damage and
$1,000,000 liability for any one accident.
(c) Fidelity bonds on all officers and employees of
PACT who collect or have custody of or access to the gross reve-
nues of PACT, such bonds to be in amounts as are customarily
carried by like organizations engaged in like activities, of com-
parable size and having comparable income.
(d) Title insurance with respect to the Facility in
minimum amount equal to the aggregate outstanding principal
amount of the Bonds.
;•??• ?'; ?'`•'> e;;R<??:3;?` Ate gE ? ry.'?j? Std ,
SECTION 6. REBATE OF PORTION OF OPERATING SURPLUS
On or before May 1 of each calendar year during the term
hereof, PACT shall furnish to the City an audited statement of
income and expenses prepared by certified public accountants
selected by PACT, which statement shall identify an operating
surplus, if any, from the operations of the Facility for the pre-
ceding calendar year. As used herein, the term "operating
surplus" shall mean the amount available under Section 4.1(f) of
the Indenture. From such operating surplus to the extent
available, on or before June l of each calendar year, PACT shall
remit to
(a) first, any public bodies having guaranteed all or
any portion of the principal of or interest on the Bonds, in
inverse order of payment, an amount or amounts necessary to reim-
burse such public body or bodies for all amounts paid by such
public body or bodies to PACT or the Trustee under a guaranty
agreement or agreements,
(b) second, the City, an amount necessary to reimburse
the City for all amounts paid by the City to PACT or the Trustee
under the Guaranty Agreement,
(c) third, the City, the sum of $100,000, and
(d) fourth, the City, 40% of the balance of the
operating surplus for such preceding calendar year.
-4-
Ord. #2047 Exhibit B
2/21/80
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t arl?(7?"/?Prt'f`aC;,." v:.•.?.'1'• .Fl?:? ,y S'J?':l ? a
r ?i• ? x. .`, ?C f'L ;'?«-.ra S}2..?, iN•.,, .,ad.'.?.'iv .. .?..k.ui .Ys?i. ,J. t•i'?°.1? ?e r. .`?- ,9'? :... 6:; r ? P ? I. ,5
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SECTION 7. DEFAULTS y
There shall be no default hereunder on the part of PACT
unless the City shall have given PACT written notice of any such
default. PACT shall have thirty (30) days after such notice
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within which to cure any such default hereunder. In the event
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PACT fails to cure any such default, the City agrees to permit i "4 t
the Trustee under the Indenture the opportunity to cure any such
default within a period of ninety (90) days after written, notice
•u.?•??.ft??R°?,.At 'fin r5?"?ti? J
by the City to such Trustee of the existence of such uncured
default. In the event such Trustee is successful in curing any
".
such default, then this Agreement shall remain in full force and
+`:;
effect in the same manner as if such default had not occurred and r
such Trustee shall as a consequence of curing such default be
automatically substituted in the place of PACT hereunder and
shall succeed to all of the rights and obligations of PACT
hereunder.
SECTION 8. TERM OF AGREEMENT
The term of this Agreement shall begin on the date of
issuance of the Bonds and shall continue until the Bonds of PACT '
issued under the Indenture are no longer deemed Outstanding in `
5
accordance with the provisions of the Indenture; provided, that a'
the City may terminate this Agreement at any time upon thirty €w
(30) days' written notice to PACT and the Trustee if the City
assumes all of the obligations of PACT under all contracts,
agreements and instruments to which PACT is a party or under "
which PACT has obligations, in which event (1) the City shall
become the owner in fee and entitled to exclusive possession of
the Mortgaged Property (as defined in the Indenture), subject
only to the lien of the Indenture and Permitted Encumbrances (as
defined in the Indenture), (2) the City agrees that it will not 11
voluntarily apply or cause to be applied the moneys in the
Endowment Fund created under the Indenture for payment of the
Bonds, and (3) the City agrees that, when all Bonds are no longer
Outstanding under the Indenture, pursuant to Article IX thereof,
the City will direct the Trustee to pay the remaining balance, if
any, in the Endowment Fund to PACT.
SECTION 9. NOTICES
All notices, demands, or other writings in this
Agreement provided to be given or made or sent, or which may be
g ven or made or sent, by either party hereto to the other, shall
be deemed to have been fully given or made or sent when made in
writing and deposited in the United States mail, registered and
postage prepaid, and addressed as follows:
5-
2/21/80
I
ti
-6-
TO CITY: City of Clearwater
P. O. Box 4748
Clearwater, Florida 33518
,
TO PACT: PACT, Inc.
P. 0. Box 1574
Clearwater, Florida 33517
The address to which any notice, demand, or other
writing may be given or made or sent to any party as above pro-
vided may be changed by written notice given by such party as
above provided.
SECTION 10. PARTIES BOUND; AMENDMENT
The covenants and conditions herein contained shall
apply to and bind the successors and assigns of the parties
hereto. This Agreement may be assigned by PACT to the Trustee as
security for any Bonds issued under the indenture, and, if so
assigned, may not be amended by the parties without the approval
of the Trustee. This Agreement.may not be otherwise assigned by
PACT without the approval of the City.
SECTION 11. TIME OF THE ESSENCE
Time is of the essence of this Agreement, and of each
and every covenant, term, condition, and provision hereof.
SECTION 13. COUNTERPARTS
This Agreement may be executed in one or more counter-
parts, each of which shall constitute an original but all of
which together shall constitute one agreement.
SECTION 14. TERMINATION OF PRIOR AGREEMENT
That certain Facility Availability Agreement dated
December , 1978, previously entered into between the City and
PACT is hereby terminated and cancelled.
IN WITNESS WHEREOF, the parties have executed this
Agreement at Clearwater, Florida, on the day and year first above
written.
4
SECTION 12. PARAGRAPH CAPTIONS
The captions appearing beside the paragraph number
designations of this Agreement are for convenience only and are
not a part hereof and do not in any way limit or amplify the
terms and provisions hereof.
tj!t.;.;e.:!`° `Ord. #2U4.7. Exhaba.t B` 2/21/80
:V. t,ty 4d'1?'y
'.Z 9e
CITY OF CLEARWATER, FLORIDA, ''•
WITNESSED: K.
By
Mayor-Commissioner
{
ATTEST:
j
City Clerk
PACT, INC.
By
President
WITNESSED:
ATTEST:
Secretary
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?'? d' -#2.44'7 ..'Exhibit B ? ` - I.2. 2 x
'101