07/02/1987COMMUNITY REDEVELOPMENT AGENCY METING
July 2, 1987
The City Commission, meeting as the Community Redevelopment Agency met
in regular session at the City Hall, Thursday, July 2, 1987, at 6:02 p.m., with
the following members present:
Rita Garvey
Lee Regulski
Don Winner
William Nunamaker
Absent:
James Berfield
Also Present were:
Anthony L. Shoemaker
Milton A. Galbraith, Jr.
Cynthia Goudeau
Mayor/Commissioner
Commissioner
Commissioner
Commissioner
Vice Mayor/Commissioner
City Manager
City Attorney
City Clerk
ITEM #2 - Minutes - Commissioner Winner moved to approve the minutes of the
June 18, 1987, meeting. !lotion was duly seconded and carried unanimously.
ITEM #3 - Tax Increment Revenue Bonds Series 1987
The City Commission has approved the Agencys' agreement to purchase the
former CETA building from Pinellas County for the sum of $450,000.00 and the
Agency has purchased the Bilgore Property for which it has issued $590,000.00
of term notes due in 1989. The proposed bond issue will provide funds to
refinance those notes and effect the purchase. These bonds will be repayable
from future tax increment trust funds received by the agency.
Commissioner Winner moved to adopt CRA Resolution 87-1, authorizing the
issuance of $1,185,000 Tax Increment Revenue Bonds, Series 1987, and that the
appropriate officials are authorized to execute same.
The motion was duly seconded and upon roll call the vote was:
Ayes: Regulski, Winner, Nunamaker and Garvey.
Nays: None
Absent: Berfield
ITEM #4 Meeting adjourned at 6:07 p.m.
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7P3/A7
• •
No. R- UNITED STATES OF AMERICA $
STATE OF FLORIDA
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA
TAX INCREMENT REVENUE BOND, SERIES 1987
Rate of Interest Maturity Date Dated Date Cusip
Registered Holder:
Principal Amount:
, 1987
KNOW ALL MEN BY THESE PRESENTS, that the Community Redevelopment
Agency of the City of Clearwater, Florida, a public body corporate and politic of the
State of Florida (hereinafter called "Agency"), for value received, hereby promises to pay
to the Registered Holder identified above, or registered assigns, on the Maturity Date
identified above, the Principal Amount shown above, solely from the revenues hereinafter
mentioned, and to pay solely from such revenues, interest on said sum from the date of
this Bond or from the most recent interest payment date to which interest has been paid,
at the Rate of Interest per annum set forth above until the payment of such principal sum,
such interest being payable on , 1987, and semiannually thereafter on
and of each year. The principal of and premium, if any, on
this Bond are payable upon presentation and surrender hereof on the date fixed for
maturity or redemption at the principal office of (the
"Paying Agent") in , or at the office designated for such
payment of any successor thereof. The interest on this Bond, when due and payable, shall
be paid by check or draft mailed to the Registered Holder, at his address as it appears on
the Bond Register, at the close of business on the Record Date or, in the case of payment
after default, a special record date, as provided in the Resolution hereinafter mentioned.
All amounts due hereunder shall be payable in any coin or currency of the United States of
America which is at the time of payment legal tender for the payment of public or private
debts.
This Bond is one of a duly a;:*_in^ri--1
." `" �CrPncy designated
"Tax Increment Revenue Bonds, Series 1987" in the aggregate principal amount of
, of like date, tenor and effect, except as to number, maturity, interest rate
and redemption provisions, issued to finance the cost of land acquisition in the Agency's
Redevelopment Area (the "Project"), pursuant to the authority of and in full compliance
LKL-02/20/87-107AA-2581 -12-
with the Con*tion and laws of the State of Florida, including parte llarly Chapter 163,
Part III, Florida Statutes, and other applicable provisions of law (the "Act"), and a
Resolution adopted by the Agency on , 1987 (the "Resolution").
This Bond and the issue of Bonds of which it is a part are special obligations of
the Agency payable solely from and secured by an irrevocable lien upon and pledge of the
tax increment revenues deposited into the Redevelopment Trust Fund ("Tax Increment
Revenues") of the City of Clearwater, Florida (the "City"), all in the manner provided in
the Resolution. This Bond and the issue of Bonds of which it is a part are junior and
subordinate in all respects to the Agency's outstanding Tax Increment and Lease Revenue
Bonds, Series 1986, as to lien on and source and security for payment from the Tax
Increment Revenues.
This Bond does not constitute a general obligation, or a pledge of the faith,
credit or taxing power of the Agency, the City, the State of Florida or any political
subdivision thereof, within the meaning of any constitutional or statutory provision or
limitation. Neither the State of Florida nor any political subdivision thereof, nor the
Agency nor the City shall be obligated (1) to exercise its ad valorem taxing power or any
other taxing power in any form on any real or personal property in the City to pay the
principal of the Bonds, the interest thereon or other costs incident thereto or (2) to pay
the same from any other funds of the Agency, except from the Tax Increment Revenues,
in the manner provided herein. It is further agreed between the Agency and the
Registered Holder of this Bond that this Bond and the indebtedness evidenced hereby shall
not constitute a lien on the Project or any property of the Agency, but shall constitute a
lien only on the Tax Increment Revenues, in the manner provided in the Resolution.
(Insert Redemption Provisions)
LKL-02/20/87-107AA-2581 -13-
•
Redemption Period
(Both Dates Inclusive) Redemption Price
The Bonds maturing on , are subject to mandatory
redemption in part prior to maturity by lot through Amortization Installments by
operation of the Bond Amortization Account on in the following years
and amounts (without premium) plus accrued interest to the date of redemption.
Year Amount Year Amount
Bonds in denominations greater than $5,000 Principal Amount shall be deemed
to be an equivalent number of Bonds of the denomination of $5,000 Principal Amount.
Notice of redemption identifying the Bonds or portions thereof to be redeemed will be
given by the Registrar as provided in the Resolution. All Bonds so called for redemption
will cease to bear interest after the specified redemption date provided funds for their
redemption are on deposit at the place of payment at that time.
It is hereby certified and recited that all acts, conditions and things required
to exist, to happen and to be performed precedent to and in the issuance of this Bond
exist, have happened and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida applicable thereto, and that
the issuance of the Bonds of this issue does not violate any constitutional or statutory
limitations or provisions.
Subject to the provisions of the Resolution respecting registration, this Bond is
and has all the qualities and incidents of a negotiable instrument under the Uniform
Commercial Code - Investment Securities of the State of Florida.
Subject to the limitations and upon payment of the charges provided in the
Resolution, Bonds may be exchanged for a like aggregate Principal Amount of Bonds of
other authorized denominations of the same maturity, and are transferable by the
Registered Holder in person or by his attorney duly author" in •••-�•'^� o* o ^kms„ -
mentioned office of the Registrar.
The Agency shall deem and treat the Registered Holder hereof as the absolute
owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving
LKL-02/19/87-107AA-2581 -14-
payment of c•n account of principal hereof and interest due her and for all other
purposes, and the Agency shall not be affected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the certificate of authenti-
cation endorsed hereon shall have been duly signed by the Registrar.
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• •
IN WITNESS WHEREOF, the Community Redevelopment Agency of the City of
Clearwater, Florida, has issued this Bond and has caused the same to be executed by the
manual or facsimile signature of its Chairman and attested by the manual or facsimile
signature of its Clerk, and its official seal or a facsimile thereof to be affixed, impressed,
imprinted, lithographed or reproduced hereon, as of , 1987.
(SEAL)
ATTEST:
Clerk
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
By:
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Chairman
•TIFICATE OF AUTHENTICATION OF BOND REGISR
This Bond is one of the Issue of the within described Bonds. The Rate of Interest,
Maturity Date, Registered Holder and Principal Amount shown above are correct in all
respects and have been recorded, along with the applicable federal taxpayer identification
number and the address of the Registered Holder, in the Bond Register maintained at the
principal offices of the undersigned.
Date of Registration and Authentication:
as Registrar•
By:
Authorized Officer
LKL-02/20/87-107AA-2581 -17-
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
(the "Transferor"), hereby sells, assigns, and transfers unto
(Please insert name and Social Security or Federal Employer
Identification number of assignee) the within bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the within Bond on the books
kept for registration thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signature(s) to
this assignment corresponds with the name
as it appears upon the face of the within
Bond in every particular, without alteration
or enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
The following abbreviations, when used in the inscription on the face of the
within bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM -
TEN ENT -
JT TEN
as tenants in
common
UNIF GIF MIN ACT -
(Cust.)
as tenants by the Custodian for
entireties (Minor)
as joint tenants with
right of survivor-
ship and not as
tenants in common
under Uniform Gifts to Minors Act
of
(State)
Additional abbreviations may also be used though not in list above.
LKL-02/19/87-107AA-2581 -18-
Sen 14. APPLICATION OF BOND PROCEEDS. The oceeds, including
accrued interest and premium, if any, received from the sale of any or all of the 1987
Bonds shall be deposited in a trust fund which is hereby created, established and
designated as the "Series 1987 Project Trust Fund" (hereinafter called the "Project Trust
Fund"). The Project Trust Fund shall be deposited with any banking institution in the
State of Florida approved as a depository for funds of the Issuer and subsequently
designated by the Issuer. The proceeds of the 1987 Bonds shall be applied by the Issuer
simultaneously with the delivery of such 1987 Bonds to the purchaser thereof, as follows:
A. The accrued interest and capitalized interest, if any, for a period not
exceeding 12 months after such date of delivery, shall be deposited in the Interest
Account in the Sinking Fund herein created and shall be used only for the purpose of
paying interest becoming due on the 1987 Bonds.
B. A sum equal to the Reserve Requirement shall be deposited in the
Reserve Account in the Sinking Fund, herein created and established, and shall be used
only for the purposes provided therefor.
C. Unless paid or reimbursed by the original purchasers of the 1987 Bonds,
the Issuer shall pay all costs and expenses in connection with the preparation, issuance and
sale of the 1987 Bonds, and all other similar costs incurred in connection with the
acquisition of the 1987 Project; provided, however, that the amount of the costs of
issuance of the 1987 Bonds paid from proceeds of the 1987 Bonds shall not exceed 2% of
the proceeds of the 1987 Bonds issued.
D. The Issuer shall pay to the holders thereof all principal of and interest
then due or accrued on the 1986 Notes, in full payment thereof.
E. The remainder of the proceeds shall be used only for the payment of the
cost of the 1987 Project and purposes incidental thereto. Pending such application, the
moneys in the Project Trust Fund shall be invested in Authorized Investments maturing at
or prior to the times when such funds will be needed, in accordance with a schedule
approved by the Issuer Representative and, subject to Section 16B(6) hereof, the earnings
thereon shall remain in and be available only for the purposes of the 1987 Project. Any
balance of unexpended moneys in the Project Trust Fund after completion of the 1987
Project shall be deposited in the Sinking Fund herein established.
Section 15. SPECIAL OBLIGATIONS OF ISSUER. The 1987 Bonds shall be
special obligations of the Issuer, payable solely from the Tax Increment Revenues as
herein provided.. The 1987 Bonds do not constitute an indebtedness, liability, general or
LKL-06/24/87-107AA-2581 -19-
. •
moral obligation or a pledge of the faith or loan of the credit of the Issuer, the City, the
State of Florida or any political subdivision thereof, within the meaning of any
constitutional or statutory provisions. Neither the State of Florida nor any political
subdivision thereof nor the Issuer nor the City shall be obligated to pay the principal of
the 1987 Bonds, the interest thereon or other costs incident thereto except from the Tax
Increment Revenues, in the manner provided herein. Neither the faith and credit nor the
taxing power of the State of Florida or any political subdivision thereof is pledged to the
payment of the principal of the 1987 Bonds or the interest thereon or other costs incident
thereto. The Redevelopment Trust Fund shall receive the Tax Increment Revenues as
provided by law. The acceptance of the 1987 Bonds by the Registered Holders from time
to time thereof shall be deemed an agreement between the Issuer and such Registered
Holders that the Bonds and the indebtedness evidenced thereby shall not constitute a lien
upon the 1987 Project, or any part thereof, or any property of the Issuer, but shall
constitute a lien only on the Tax Increment Revenues, in the mariner hereinafter provided.
The payment of the principal of and the interest on the 1987 Bonds shall be
secured forthwith equally and ratably by an irrevocable lien on the Tax Increment
Revenues, as defined herein, and the Issuer does hereby irrevocably pledge such Tax
Increment Revenues to the payment of the principal of and the interest on the 1987
Bonds, for the reserves therefor and for all other required payments under this Resolution.
Such lien and pledge shall be junior and subordinate in all respects to the lien and pledge
thereon securing payment of the 1986 Bonds, and the 1987 Bonds shall be junior and
subordinate in all respects to the 1986 Bonds, as to lien on and source and security for
payment from the Tax Increment Revenues.
Section 16. COVENANTS OF THE ISSUER. For as long as any of the
principal of and interest on any of the Bonds shall be outstanding and unpaid, or until
payment has been provided for as herein permitted, or until there shall have been set
apart in the Sinking Fund, herein established, including the Reserve Account therein, a
sum sufficient to pay when due the entire principal of the Bonds remaining unpaid.
together with interest accrued and to accrue thereon, the Issuer covenants with the
holders of any and all Bonds as follows:
A. FLOW OF FUNDS. The Issuer shall deposit into its Redevelopment
Trust Fund created by ordinance of the Issuer ail of its Tax Increment Revenues.
immediately upon receipt thereof. Twenty percent (20%) of each deposit into the
Redevelopment Trust Fund shall be deposited into the Receipts Sub -Account in the Bond
Li4L-02/19/87-107AA-2581 -20-
Debt Service fkow Account, in such Fund, created pursuant to the • Resolution. On
the last day of each Fiscal Year, all of the money on deposit in the Receipts Sub -Account
in the Bond Debt Service Escrow Account shall be transferred to a Payments Sub -Account
in such Account. On the first day of each Fiscal Year, all of the money on deposit in the
Payments Sub -Account in the Bond Debt Service Escrow Account shall be deposited in the
Principal Account or the Bond Amortization Account and used for retirement of principal
of the 1986 Bonds during the current Fiscal Year, and if not needed for such purpose, shall
be deposited in the Interest Account and used for payment of interest due on the 1986
Bonds in the current Fiscal Year, and if not needed for such purpose, shall be either used
to redeem 1986 Bonds on the next permitted redemption date or deposited in the General
Account, at the option of the Issuer. The balance of each deposit shall be deposited in a
General Account in the Redevelopment Trust Fund during the Fiscal Year of deposit and
shall be used in order of priority as follows:
(1) first, for deposit into the Sinking Fund, the amounts required
pursuant to Section 16B hereof;
(2) second, for other purposes authorized by the Act;
(3) third, for deposit as provided in Section 16A(1)(ii) of the 1986
Resolution.
(4) fourth, on the last day of such Fiscal Year, to return the unused
balance in the General Account to taxing authorities entitled thereto under the Act.
B. SINKING FUND. There is hereby created and established a separate
fund to be designated "Tax Increment Revenue Bonds Sinking Fund" (hereinafter called
"Sinking Fund"). There are also hereby created and established in the Sinking Fund five
accounts to be known as the "Interest Account", "Principal Account", "Reserve Account",
"Rebate Account" and "Bond Amortization Account".
(1) There shall be deposited into the Interest Account such sums as
will be sufficient to pay all interest becoming due on the Bonds on or before each
semiannual interest payment date.
(2) There shall be deposited into the Principal Account such sums as will
be sufficient to pay the principal maturing on Serial Bonds on or before each Serial Bond
maturity date.
(3) There shall be deposited into the Bond Amortization Account such
sums as will be sufficient to pay the Amortization Installment required to redeem Bonds
LKL-02/20/87-107AA-2581 -21-
• •
on each mandatory redemption date for Term Bonds. Such payments shall be credited to a
separate special account for each series of Term Bonds outstanding, and if there shall be
more than one stated maturity for Term Bonds of a series, then into a separate special
account in the Bond Amortization Account for each such separate maturity of Term
Bonds. The funds and investments in each such separate account shall be pledged solely to
the payment of principal of the Term Bonds of the series or maturity within a series for
which it is established and shall not be available for payment, purchase or redemption of
Term Bonds of any other series or within a series, or for transfer to any other account in
the Sinking Fund to make up any deficiencies in required payments therein.
Upon the sale of any series of Term Bonds, the Issuer shall, by resolution,
establish the amounts and maturities of such Amortization Installments for each series,
and if there shall be more than one maturity of Term Bonds within a series, the
Amortization Installments for the Term Bonds of each maturity.
Moneys on deposit in each of the separate special accounts in the Bond
Amortization Account shall be used for the open market purchase or the redemption of
Term Bonds of the series or maturity of Term Bonds within a series for which such
separate special account is established or may remain in said separate special account and
be invested until the stated date of maturity of the Term Bonds. The resolution
establishing the Amortization Installments for any series or maturity of Term Bonds may
limit the use of moneys to any one or more of the uses set forth in the preceding
sentence.
The required deposits to the Principal Account, Interest Account and Bond
Amortization Account shall be adjusted in order to take into account the amount of
money currently on deposit therein.
(4) There shall be maintained in the Reserve Account a sum equal to
the Reserve Requirement, which sum shall initially be deposited therein from the
proceeds of the sale of the Bonds and other funds of the Issuer.
Any withdrawals from the Reserve Account shall be subsequently restored
from the first moneys available in the Redevelopment Trust Fund after all required
current payments into the Interest Account, Principal Account and Bond Amortization
Account (including all deficiencies in prior payments to those Accounts) have been made
in full.
Moneys in the Reserve Account shall be used only for the purpose of the
payment of maturing principal of or interest on the Bonds or maturing Amortization
LKL-02/19/87-107AA-2581 -22-
•
Installments when the other moneys in the SinkingFund and are insufficient therefor, and for
no other purpose.
(5) Upon the issuance of any Additional Parity Bonds under the terms,
limitations and conditions as are herein provided, a deposit shall be made into the Reserve
Account to maintain therein the Reserve Requirement coming due on the Bonds then
outstanding, including the Additional Parity Bonds then being issued, and thereafter the
payments into the several accounts in the Sinking Fund shall be increased in such amounts
as shall be necessary to make the payments for the principal of and interest on Additional
Parity Bonds and, if Term Bonds are issued, the Amortization Installments, on the same
basis as hereinabove provided with respect to the Bonds initially issued under this
Resolution. Upon the issuance of Additional Parity Bonds, the Reserve Requirement shall
be increased in amount in the same proportion to the principal amount of Additional
Parity Bonds being issued as the original Reserve Requirement hereunder bears to the
principal amount of 1987 Bonds originally issued hereunder.
The Issuer shall not be required to make any further payments into the Sinking
Fund when the aggregate amount of money in the Sinking Fund is at least equal to the
total Bond Service Requirement of the Bonds then outstanding, plus the amount of
redemption premium, if any, then due and thereafter to become due on such Bonds then
outstanding by operation of the Bond Amortization Account.
(6) There shall be deposited into the Rebate Account the Rebate Amount (as
herein defined) from the Redevelopment Trust Fund or from other funds of the Issuer,
within five days following receipt of the certificate mentioned in subparagraph (A) below.
The Issuer shall pay the Rebate Amount (or specified portion thereof) to the United States
when due. Such payments to the United States shall be made to the address and at the
times specified in Treasury Regulations, Section 1.103-15AT. Funds on deposit in the
Rebate Account shall be used only to pay the Rebate Amount and for no other purpose
until the final payment of the Rebate Amount with respect to each series of Bonds is paid
to the United States following payment of the entire principal amount of such series of
Bonds, at the time and in the manner specified in Treasury Regulations, Section 1.103-
15AT.
(A) Upon receipt of written instructions from its Finance Director, the
Issuer shall deposit the following sums (the "Rebate Amount") to the Rebate Account:
(1) The excess of the aggregate amount earned from the date of
issuance of each series of the Bonds on all investments in the Project Fund over the
L1{L-02/20/87-107AA-2581 -23-
amount that would have been earned if the yield on such investments had been equal to
the yield on such series of the Bonds; plus
(ii) Any deficiency in the Rebate Account as determined by the
Issuer upon consultation with a certified public accountant, bond counsel or such other
consultant as deemed appropriate by the Issuer to assure compliance with applicable
Treasury Regulations. Such deficiencies shall be payable from the following sources, or at
the option of the Issuer, from the source designated by the Issuer: (I) moneys on deposit in
the Project Trust Fund; (II) moneys on deposit in the Sinking Fund; or (III) moneys on
deposit in the Redevelopment Trust Fund.
(B) All earnings from sums on deposit in the Rebate Account shall be
retained therein and shall be applied as described below.
(C) Funds on deposit in the Rebate Account shall be applied as follows:
(i) If the gross proceeds of a series of the Bonds (excluding any
amounts on deposit in a bona fide debt service fund) are fully spent for the governmental
purpose for which such series of the Bonds were issued within six months from the date of
issuance of such series of the Bonds, then the amounts on deposit in the Rebate Account
may be applied to pay costs of the Redevelopment Project for which such series was
issued, provided such amounts are applied for such purpose within the six month period
mentioned herein.
(ii) If the condition set forth in the above paragraph (1) is not met,
then the full amount required to be rebated to the United States, as set forth in Section
148 of the Code, shall be withdrawn from the Rebate Account and paid to the United
States Treasury on the earlier of (I) the year during which all sums in the Project Trust
Fund are spent or in which the Redevelopment Project is completed, (II) the date on which
the last Bond of such series is redeemed, or (III) a date not in excess of five years from
the date of issuance. Such payments to the United States shall be made to the address
and at the times specified in Treasury Regulations, Section 1.103-15AT. Funds on deposit
in the Rebate Account which are not expended for cost of the Redevelopment Project
pursuant to paragraph (C)(i) above shall be used only to pay the Rebate Amount and for no
other purpose until the final payment of the Rebate Amount is paid to the United States
following payment of the entire principal amount of such series of the Bonds, at the time
and in the manner specified in Treasury Regulations, Section 1.103-15AT.
(D) The Issuer will determine any rebate to the U.S. Treasury which is
required by Section 148 of the Code. The Issuer will be authorized to hire counsel,
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• •
accountants or experts which the Issuer, in its sole discretion, determines advisable to
determine the amount, due dates and ,any other requirements of the rebate. The Issuer
shall not be required to comply with any of the requirements of this subparagraph (6) to
the extent that the Issuer receives an opinion of counsel nationally recognized in the field
of tax exempt finance that failure to comply will not adversely affect the exclusion of
interest on the Bonds from gross income for federal income tax purposes.
C. INVESTMENTS AND ACCOUNTING.
(1) Monies on deposit in the Redevelopment Trust Fund and the Sinking
Fund (except the Reserve Account therein) may be invested and reinvested in the manner
provided by law provided such investments either mature or are redeemable at not less
than par at the option of the Issuer not later than the dates on which the moneys on
deposit therein will be needed for the purpose of such Fund. The moneys in the Reserve
Account in the Sinking Fund may be invested and reinvested only in Authorized
Investments, in the manner provided by law. All income on such investments in the
Redevelopment Trust Fund shall remain therein, and all income on other investments shall
be deposited into the Sinking Fund.
(2) The cash required to be accounted for in each of the foregoing
funds established herein may be deposited in a single bank account, provided that
adequate accounting records are maintained to reflect and control the restricted
allocation of the cash on deposit therein for the various purposes of such funds as herein
provided.
(3) The designation and establishment of the various Funds and
Accounts in and by this Resolution shall not be construed to require the establishment of
any completely independent, self -balancing funds as such term is commonly defined and
used in governmental accounting, but rather is intended solely to constitute an earmarking
of certain revenues and assets of the Issuer for certain purposes and to establish certain
priorities for application of such revenues and assets as herein provided.
D. OPERATION OF BOND AMORTIZATION ACCOUNT. Money held for
the credit of the Bond Amortization Account shall be applied to the retirement of Term
Bonds as follows:
(1) Subject to the provisions of Paragraph 2 below, the Issuer shall
endeavor to purchase Term Bonds then outstanding at the most advantageous price
obtainable with reasonable diligence, such price not to exceed the principal of such Term
Bonds plus the amount of the premium, if any, which would be payable on the next
LKL-06/24/87-107AA-2581 -25-
• •
redemption date to the holders of such Term Bonds if such Term Bonds should be called
for redemption on such date from money in the Bond Amortization Account. The Issuer
shall pay the interest accrued on such Term Bonds to the date of delivery thereof from
the Interest Account and the purchase price from the Bond Amortization Account, but no
such purchase shall be made by the Issuer within the period of 45 days immediately
preceding any interest payment date on which Term Bonds are subject to call for
redemption, except from money in excess of the amounts set aside or deposited for the
redemption of Term Bonds.
2. Money in the Bond Amortization Account shall be applied by the Issuer in
each Fiscal Year to the retirement of the Term Bonds of each series of Bonds, to the
extent of the Amortization Installment, if any, for such Fiscal Year for the Term Bonds of
each such series then outstanding, plus the applicable premium, if any, and, if the amount
available in such Fiscal Year shall not be sufficient therefor, then in proportion to the
Amortization Installment, if any, for such Fiscal Year for the Term Bonds of each such
series then outstanding, plus the applicable premium, if any; provided, however, that if
the Term Bonds of any such series shall not then be subject to redemption from money in
the Bond Amortization Account and if the Issuer shall at any time be unable to exhaust
the money applicable to the Term Bonds of such series under the provisions of this clause
or in the purchase of such Term Bonds under the provisions of Paragraph 1 above, such
money or the balance of such money, as the case may be, shall be retained in the Bond
Amortization Account and, as soon as it is feasible, applied to the Term Bonds of such
series.
3. The Issuer shall deposit Amortization Installments for the amortization
of the principal of the Term Bonds, together with any deficiencies for prior required
deposits, into the Bond Amortization Account, such Amortization Installments to be in
such amounts and to be due in such years as shall be determined by resolution of the
governing body of the Issuer prior to the delivery of the Term Bonds.
The Issuer shall pay from the Sinking Fund all expenses in connection with any
such purchase or redemption.
E. BOOKS AND RECORDS. The Issuer shall keep books and records of the
Tax Increment Revenues of the Issuer which shall be kept separate and apart from all
other books, records and accounts of the Issuer and the holders of not less than ten per
centum (10%) of the Bonds shall have the right at all reasonable times to inspect all
records, accounts and data of the Issuer relating thereto.
LKL-06/24/87-107A A-2581 -26-
F.•ANNUAL AUDIT. The Issuer shall, at least once year, cause the
books, records and accounts relating to the Tax Increment Revenues, and the Funds and
Accounts established hereunder to be properly audited by a recognized independent firm
of certified public accountants and shall make generally available the report of such
audits to any Bondholder.
G. REMEDIES. Any Registered Holder of Bonds issued under the provision
hereof or any trustee acting for the Registered Holders of such Bonds, or any Insurer may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent jurisdiction, protect and enforce any and all rights, including the right to the
appointment of a receiver, existing under the laws of the State of Florida, or granted and
contained herein, and may enforce and compel the performance of all duties required
herein or by any applicable statutes to be performed by the Issuer or by any officer
thereof.
Nothing herein, however, shall be construed to grant to any holder of the
Bonds any lien on the assets of the Issuer, except the Tax Increment Revenues.
H. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue any
other obligations payable from the Tax Increment Revenues nor voluntarily create or
cause to be created any debt, lien, pledge, assignment, encumbrance or other charge
having priority to or being on a parity with the lien of the 1987 Bonds and the interest
thereon upon the Tax Increment Revenues except for Additional Parity Bonds in
compliance with Section 16I herein. Any obligations issued by the Issuer other than the
1987 Bonds herein authorized and such Additional Parity Bonds shall contain an express
statement that such obligations are junior and subordinate in all respects to the Bonds, as
to lien on and source and security for payment from the Tax Increment Revenues.
I. ISSUANCE OF ADDITIONAL PARITY BONDS. Additional Parity Bonds,
payable on a parity from the Tax Increment Revenues with the 1987 Bonds, shall be issued
only for the purposes of refunding a part of the outstanding Bonds or financing the cost of
a Redevelopment Project. Additional Parity Bonds for refunding purposes shall be issued
only if the requirements of clause (2) below are met, and either the Maximum Bond
Service Requirement on all Bonds and 1986 Bonds outstanding immediately after such
issuance is not greater than the Maximum Bond Service Requirement on all Bonds and
1986 Bonds outstanding immediately before such issuance, or the requirements of clause
(1) below are met, taking into account, in computing Maximum Bond Service Requirement,
the aggregate Bond Service Requirements on the Bonds being issued, the refunded Bonds,
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•
and all other fonds •
then outstandin reduced all
g, by such Bond Requirements to be paid
from cash or investments held in irrevocable trust as provided in Section 19 herein.
Additional Parity Bonds, other than for refunding purposes, shall be issued only upon
compliance with all of the following conditions:
(1) There shall have been obtained and filed with the City Clerk of the
Issuer a certificate of a qualified and recognized firm of in::ependent certified public
accountants stating: (a) that the books and records of the Issuer and the City relative to
the Tax Increment Revenues have been audited by such firm; (b) the amount of the Tax
Increment Revenues derived for the Fiscal Year preceding the date of issuance of the
proposed Additional Parity Bonds or for any 12 consecutive months during the 18 months
immediately preceding the date of the issuance of the Additional Parity Bonds with
respect to which such certificate is made; (c) that 80% of the aggregate amount of such
Tax Increment Revenues, for the period for which such Tax Increment Revenues are being
certified,is equal to not less than 125% of the Maximum Bond Service Requirement
becoming due in any Fiscal Year thereafter on all Bonds then outstanding and on the
Additional Parity Bonds with respect to which such certificate is made.
(2) Each resolution authorizing the issuance of Additional Parity Bonds will
recite that all of the covenants herein contained will be applicable to such Additional
Parity Bonds.
(3) The Issuer shall not be in default in performing any of the covenants and
obligations assumed hereunder, and all payments herein required to have been made into
the accounts and funds, as provided hereunder, shall have been made to the fullextent
required.
J. COMPLIANCE WITH CODE. (1) The Issuer will comply with all
applicable provisions of the Code in order to ensure that the interest on the 1987 Bonds
will be excluded from gross income from Federal income tax purposes.
(2) All portions of the 1987 Project which are transferred to a person
other than a governmental unit will be transferred for fair market value.
(3) The Issuer will ensure that the area within the 1987 Project will at
all times meet the "no additional charge" requirements of Section 144(c)(5) of the Code.
and thzt the 11e of the proceeds of the 1987 Bonds will meet the requirements of Section
144(c)(6) of the Code.
(4) No proceeds of the 1987 Bonds will be used for construction (other
than rehabilitation) of any property or the enlargement of any building.
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K•NO IMPAIRMENT. The Issuer will not take any actewhich will impair
or adversely affect the Issuer's right to receive any part of the Tax Increment Revenues
or impair or adversely affect the pledge of the Tax Increment Revenues or the rights of
the Registered Holders of the Bonds.
Section 17. SALE OF 1987 BONDS. The 1987 Bonds shall be issued and sold
at public or private sale at such price or prices consistent with the provisions of the Act
and the requirements of this Resolution as the Issuer shall hereafter determine by
resolution.
Section 18. MODIFICATION OR AMENDMENT. No material modification
or amendment of this Resolution or of any resolution or ordinance amendatory hereof or
supplemental hereto may be made without the consent in writing of (i) the insuror under
any insurance policy of the Issuer then in force which insures against non-payment of
principal of and redemption premium, if applicable, and interest on, the Bonds, and (ii) the
Bondholders of two-thirds or more in the principal amount of the Bonds then outstanding;
providing, however, that no modification or amendment shall permit a change in the
maturity of the Bonds or reduction in the rate of interest thereon or in the amount of the
principal obligation thereof or affecting the promise of the Issuer to pay the principal of
and interest on the Bonds as the same shall become due from the Tax Increment Revenues
or reduce the percentage of Bondholders required to consent to any material modification
or amendment hereof without the consent in writing of any insuror and of all Bondholders;
provided further, however, that no such modification or amendment shall allow or permit
any acceleration of the payment of principal of or interest on the Bonds upon any default
in the payment thereof whether or not the insuror and Bondholders consent thereto.
Section 19. DEFEASANCE AND SUBROGATION. (a) If, at any time, the
Issuer shall have paid, or shall have made provision for payment of, the principal, interest
and redemption premiums, if any, with respect to the Bonds, then, and in that event, the
pledge of and lien on the Tax Increment Revenues and all covenants herein in favor of the
Bondholders shall be no longer in effect. For purposes of the preceding sentence, deposit
of Federal Securities or bank certificates of deposit fully secured as to principal and
interest by Federal Securities (or deposit of any other securities or investments which
may be autbcr by iPv► from time to time and sufficient under such law to effect such
a defeasance) in irrevocable trust with a banking institution or trust company, for the sole
benefit of the Bondholders, in respect to which such Federal Securities or certificates of
deposit, the principal and interest received will be sufficient to make timely payment of
the principal of, interest on, redemption premiums, if any, expenses and any other
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• •
obligations of the Issuer incurred with respect to the outstanding Bonds, shall be
considered "provision for payment". Nothing herein shall be deemed to require the Issuer
to call any of the outstanding Bonds for redemption prior to maturity pursuant to any
applicable optional redemption provisions, or to impair the discretion of the Issuer in
determining whether to exercise any such option for early redemption.
(b) In the event any of the principal and redemption premium, if applicable,
and interest due on the Bonds shall be paid by an insuror pursuant to an insurance policy
which insures against non-payment thereof, the pledge of the Tax Increment Revenues and
all covenants, agreements and other obligations of the Issuer to the Bondholders to whom
or for the benefit of whom the insuror has made such payments, shall continue to exist
and the insuror shall be subrogated to the rights of such Bondholders to the full extent of
such payments.
Section 20. ARBITRAGE. No use will be made of the proceeds of the
Bonds which would cause the same to be "arbitrage bonds" within the meaning of the
Code. The Issuer at all times while the Bonds and interest thereon are outstanding will
comply with the requirements of Section 148 of the Code and any valid and applicable
rules and regulations promulgated thereunder.
Section 21. SEVERABILITY. If any one or more of the covenants, agree-
ments or provisions of this Resolution should be held contrary to any express provision of
law or contrary t� the policy of express law, though not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separate from the
remaining covenants, agreements or provisions of this Resolution or of the Bonds issued
thereunder.
Section 22. VALIDATION AUTHORIZED. The Attorney for the Issuer is
hereby authorized in his discretion to institute appropriate proceedings in the Circuit
Court of Pinellas County, Florida, for the validation of such Bonds, and the proper
officers of the Issuer are hereby authorized to verify on behalf of the Issuer any pleadings
in such proceedings.
Section 23. REPEAL OF INCONSISTENT INSTRUMENTS. All
:;.; ;;tions or parts th :r cf in conflict herewith are hereby repealed to the extent of such
conflict.
Section 24. EFFECTIVE DATE. This Resolution shall become effective
only after approval by ordinance of the City, as required by the Act.
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Pad and adopted this 2nd day of July , 190
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
B
Attest:
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