09/03/1987COMMUNITY REDEVELOPMENT AGENCY MEETING
September 3, 1987
The City Commission, meeting as the Community Redevelopment Agency
met in regular session at the City Hall, Thursday, September 3, 1987, at
6:02 p.m., with the following members present:
Rita Garvey
James Berfield
Lee Regulski
Don Winner
William Nunamaker
Ed Armstrong
Charles Finegan
Also Present were:
Anthony L. Shoemaker
Milton A. Galbraith, Jr.
Cynthia Goudeau
Joseph McFate
Mayor/Commissioner
Vice Mayor/Commissioner
Commissioner
Commissioner
Commissioner
Ex officio Member
Ex officio Member
City Manager
City Attorney
City Clerk
Planning & Urban Dev. Director
ITEM #2 Minutes Commissioner Winner moved to approve the minutes of
the July 2, 1987, meeting. Motion was duly seconded and carried
unanimously.
ITEM #3 1987 Tax Increment Revenue Bonds, Series 1987
On July 16, 1987, the Redevelopment Agency adopted Resolution #87 1
authorizing the issuance of $1,185,000 Tax Increment Revenue Bonds. The City
of Clearwater, by Ordinance # 4443 87, approved that Resolution. The bonds
are being issued for the purpose of providing $450,000 to purchase property
from Pinellas County located at 1180 Cleveland St. and $590,000 to retire the
present indebtedness to beneficiaries of the Bilgore Liquidating Trust, together
with expenses of issuance and the funding of a reserve account.
The Bonds have a 9 year term and are secured by Tax Increment Financing
sold at a discount of 2%.
Commissioner Regulski questioned whether or not the General Fund Surplus
could be used to purchase the bonds. The Finance Director has determined the
surplus can legally be used. However, the surplus could be invested more
wisely.
Commissioner Nunamaker moved to adopt CRA Resolution 87 2. Motion was
duly seconded. Upon Roll Call Vote:
"Ayes": Regulski, Nunamaker, Winner and Garvey
"Nays": Berfield
Motion Carried.
ITEM #4 Meeting adjourned at 6:07 pm.
CRA Aaprida
ayor/Commissioner
AR Q/q/1QR?
•
William R Hough & Co.
100 SECOND AVENUE SOUTH
SUITE 800
P.O. DRAWER 1051
ST. PETERSBURG, FLORIDA 33731
(813) 823-8100
September 3, 1987
BOND PURCHASE AGREEMENT
$1,185,000
Community Redevelopment Agency of the
City of Clearwater, Florida
Tax Increment Revenue Bonds,
Series 1987
Community Redevelopment Agency of the
City of Clearwater, Florida
Clearwater, Florida
The undersigned (the "Underwriter") hereby offers as Underwriter to
enter into the following Agreement with you (the "Agency"), which upon your
acceptance of this offer will be binding upon you and upon the Underwriter.
This offer is made subject to your acceptance by execution and delivery of
this Bond Purchase Agreement to William R. Hough & Co., 100 Second Avenue
South, Suite 800, St. Petersburg, Florida 33701, on or before 11:00 p.m.
Eastern Daylight Savings Time, on September 3, 1987.
1. Upon the terms and conditions and upon the basis of the represen-
tations herein set forth, the Agency hereby agrees to sell and deliver to the
Underwriter all of the Agency's Tax Increment Revenue Bonds, Series 1987 (the
"Bonds"), in the aggregate principal amount set forth above at the purchase
price of $1,161,659.31 plus accrued interest to the date of closing. The
Bonds shall mature, bear interest, and be redeemable all as set forth in
Exhibit A and shall otherwise be obligations of the nature and type described
in and contemplated by the Preliminary Official Statement attached hereto as
Exhibit D.
2. As a condition of the closing of the Bonds, you will deliver to the
Underwriter an executed Official Statement relating to the Bonds in final
form acceptable to the Underwriter no later than the date of closing. In
addition to the foregoing, you hereby authorize and ratify the use by the
Underwriter of and confirm the information contained in the Preliminary
Official Statement in the draft form set forth hereto as Exhibit D and the
information contained in the final Official Statement as executed by the
Agency. You further represent that when delivered and paid for by the
Underwriter in accordance with the provisions of this Bond Purchase
Agreement, the Bonds will have been duly authorized, executed and issued and
will constitute legal, valid and binding obligations of the Agency,
enforceable against the Agency in accordance with their terms.
STATE, COUNTY AND MUNICIPAL BONDS
• •
Community Redevelopment Agency of the
City of Clearwater, Florida
Clearwater, Florida
September 3, 1987
Page Two
3. On or before September 23, 1987, at 10:00 a.m., or such time as
shall otherwise be agreed upon in writing by you and the Underwriter, the
closing of this Agreement will take place at the office of the Underwriter in
St. Petersburg, Florida; and you will deliver to the Underwriter the Bonds in
permanent form (all Bonds being printed on or lithographed on steel engraved
borders), duly executed, together with the other documents hereinafter
mentioned, and the Underwriter will accept such delivery and pay the purchase
price thereof in Clearing House Funds to the order of the Agency. The above
date may be extended and the location of the closing may be changed by mutual
agreement of the parties.
4. The Underwriter shall have the right to cancel this Agreement to
purchase the Bonds by notifying you in writing before the Agreement is closed
of its intention to do so if, at any time prior to the closing, (i) a
decision by a court of the United States, or the tax court of the United
States, shall be rendered, or a rule, regulation (final, temporary or
proposed) or official statement by or on behalf of the Treasury Department of
the United States, the Internal Revenue Service or other governmental agency
shall be made, or legislation shall have been enacted by or favorably
reported to or introduced in either the House of Representatives or the
Senate of the United States with respect to Federal taxation upon revenues or
other income of the general character derived by the Agency, or upon interest
received on notes or bonds of the general character of the Bonds which, in
the opinion of Counsel for the Underwriter or Bond Counsel, materially
affects the market price of the Bonds, or (ii) there shall have been a
declaration of war by the United States, or there shall have occurred a
general suspension of trading on the New York Stock Exchange, or the
declaration of a general banking moratorium by the United States, New York or
Florida State Authorities, or (iii) any event shall have occurred or any
condition shall exist which, in the opinion of the Underwriter, makes the
Official Statement in the form attached as Exhibit D contain an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.
5. The obligations of the Underwriter to take delivery of the Bonds and
to pay the purchase price therefor is contingent upon and subject to the
Underwriter receiving the following prior to closing:
(a) The unqualified approving opinions of Livermore, Klein and
Lott, P.A., Bond Counsel to the Agency, dated the date of closing, in such
form as shall be acceptable to the Underwriter.
• •
Community Redevelopment Agency of the
City of Clearwater, Florida
Clearwater, Florida
September 3, 1987, 1987
Page Three
(b) The opinion of M. A. Galbraith, Jr., Esquire, Attorney for the
Agency, dated that date of closing, addressed to the Underwriter, in such
form as shall be acceptable to the Underwriter to the effect that: (i) the
Official Statement has been duly approved, executed, ratified and delivered
by the Agency; (ii) he has reviewed the Official Statement, and nothing has
come to his attention that causes him to believe that the Official Statement
contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading; (iii) except as may be set forth in the Official
Statement, there is no litigation, administrative proceedings, or
investigation before or by any court or other public agency, either pending
or threatened against the Agency or the City of Clearwater (the "City"),
wherein an unfavorable outcome would have a materially adverse effect on the
Agency, the validity of the Bonds or any documents or proceedings in
connection therewith, or any of the revenues pledged for the payment thereof.
(c) The opinion or opinions of Fisher and Sauls, P.A., Counsel to
the Underwriter, dated the date of closing, to the effect that (i) the Bonds
are not subject to the registration requirement of the Securities Act of
1933, as amended, and (ii) no information has come to their attention which
causes them to believe that the Official Statement as of its date contained
or as of the closing date contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(d) Such certificates, instruments, documents, proceedings, and
other opinions as the Underwriter or Bond Counsel may reasonably request to
evidence the truth and accuracy of the Official Statement, the validity and
legality of all proceedings held in connection with the Bonds, and the due
performance or satisfaction by you at or prior to such date of all agreements
then to be performed and all conditions then to be satisfied by you, in
connection with the transactions contemplated hereby.
6. If the obligations of the Underwriters shall be terminated for any
reason permitted either by this Bond Purchase Agreement or by law, neither
the Underwriter nor you shall be under further obligation hereunder except as
hereinafter provided.
Community Redevelopment Agency of the
City of Clearwater, Florida
Clearwater, Florida
September 3, 1987
Page Four
7. In accordance with Florida Statute 218.385, the Underwriter hereby
discloses the information required on Exhibit B attached hereto, and the
Agency hereby accepts and approves Exhibit B as constituting full compliance
with such statute.
8. The Agency agrees to pay all costs associated with the issuance of
the Bonds from legally available funds of the Agency. Such costs of issuance
are estimated as set forth on Exhibit C attached hereto.
9. Any notice or other communication to be given to you under this Bond
Purchase Agreement may be given by mailing or delivering the same to the
Executive Director of the Agency at the principal office of the City, and any
such notice or other communication to be given to the Underwriter may be
mailed or delivered to William R. Hough & Co., 100 Second Avenue South, Suite
800, St. Petersburg, Florida 33701.
10. As evidence of the Underwriter's good faith under this Bond Purchase
Agreement, we deliver to you herewith, and by your acceptance of this
Agreement you acknowledge the receipt of, a check payable to your order in
the amount of $23,700.00. This check is to be held by you until the closing
as security for the performance by the Underwriter of their obligation to
accept delivery of and pay for the Bonds as herein provided. In the event
the Underwriter shall comply with such obligation, the check shall be
returned to the Underwriter at the time of delivery of the Bonds, and the
Underwriter shall pay the full purchase price of the Bonds as provided
herein. The check shall be returned immediately to the Underwriter should
the Agency not accept this offer, should the Underwriter terminate their
obligations hereunder as herein provided, or should the Agency be unable to
deliver the Bonds in accordance with the terms hereof. If the Underwriter
shall fail to take delivery of the Bonds in accordance with the provisions of
this Bond Purchase Agreement, the check may be retained by the Agency as and
for full liquidated damages, and neither party shall have any further rights
against the other.
11. This Bond Purchase Agreement is made solely for the benefit of the
Agency and the Underwriter, and no other party or parties shall acquire or
have any right hereunder or by virtue hereof. All of your representations
• •
Community Redevelopment Agency of the
City of Clearwater, Florida
Clearwater, Florida
September 3, 1987
Page Five
and agreements in this Bond Purchase Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
the Underwriter and shall survive the delivery of the Bonds.
WILLIAM R. HOUGH & CO.
First Vice President
Accepted by the Agency this 3rd day of September, 1987
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF CLEARWATER, FLORIDA
By:
Chairman
Countersigned:
Executive Director
Attest:
Clerk
Approved as to form and correctness:
Attorney
• •
BOND PURCHASE AGREEMENT
EXHIBIT A
$1,185,000 Community Redevelopment Agency
of the
City of Clearwater, Florida
Tax Increment Revenue Bonds, Series 1987
Maturities and Interest Rates:
Date Principal Interest Date Principal Interest
19/1) Amount Rate (9/1) Amount Rate
1988 $ 85,000 5.75% 1993 $120,000 7.50%
1989 90,000 6.25 1994 130,000 7.75
1990 100,000 6.75 1995 135,000 8.00
1991 100,000 7.00 1996 150,000 8.10
1992 110,000 7.25 1997 165,000 8.30
Redemption Provisions:
Optional Redemption - The Bonds may be redeemed prior to their
respective maturities on or after September 1, 1994, at the option of the
Agency from moneys legally available therefor, in whole at any time or in
part on any interest payment date and if in part in inverse order of
maturities and by lot within a maturity at the redemption prices (expressed
as percentages of the principal amount of the Bonds or portions thereof to be
redeemed) together with accrued interest to the redemption date, as follows:
Redemption Period
(dates inclusive.
Redemption Price
September 1, 1994 to August 31, 1995 102%
September 1, 1995 to August 31, 1996 101%
September 1, 1996 and thereafter 100%
BOND PURCHASE AGREEMENT
EXHIBIT B
UNDERWRITER'S DISCLOSURE STATEMENT
(Pursuant to Florida Statute 218.385)
1. Itemized List of Expenses
(a) Out -of -Pocket $ 61.98
(b) Clearance 415.68
(c) CUSIP, MSRB/PSA 101.55
(d) Underwriter's Counsel 2,370.00
2. No compensation is to be paid to anyone to act as an intermediary
between the Agency and the Underwriter.
3. The expected Underwriter's spread is $19.696785/$1,000 principal amount
of Bonds.
4. The expected management fee to be realized is $6.00/$1,000 original
principal amount of Bonds which is included in the expected
Underwriter's spread set forth above.
5. No fees or bonuses are to be paid by the Underwriter.
6. The Underwriter is:
William R. Hough & Co.
100 Second Avenue South, Suite 800
St. Petersburg, Florida 33701
813/895-8880
BOND PURCHASE AGREEMENT
EXHIBIT C
ESTIMATED COSTS OF ISSUANCE
Bond Counsel
Bond Printing
Paying Agency/Registrar:
•
$9,000.00
1,750.00
Acceptance fee 500.00
First annual fee 500.00
RESOLUTION NO. 87- 2 (CRA)
A RESOLUTION AWARDING $1,185,000 TAX INCREMENT
REVENUE BONDS, SERIES 1987, OF THE COMMUNITY REDE-
VELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA; AUTHORIZING EXECUTION AND DELIVERY OF A
BOND PURCHASE AGREEMENT FOR SUCH BONDS; FIXING THE
DATE, DENOMINATIONS, MATURITIES, INTEREST RATES, IN-
TEREST PAYMENT DATES, RESERVE REQUIREMENT AND
REDEMPTION PROVISIONS WITH RESPECT TO SUCH BONDS;
AUTHORIZING OTHER ACTION IN CONNECTION WITH THE
DELIVERY OF SUCH BONDS; DESIGNATING A PAYING AGENT
AND REGISTRAR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Community Redevelopment Agency of the City of Clearwater,
Florida (the "Issuer"), has by Resolution No. 87-1, duly adopted on July 16, 1987,
previously authorized the issuance of not exceeding $1,185,000 Tax Increment Revenue
it
Bonds, Series 1987 of the Issuer; and
WHEREAS, the Issuer hereby finds that the timing, size and complexity of the
financing and the present volatility of the municipal bond market require that its terms be
negotiated at private sale rather than offered by competitive bid at public sale in order to
assure the most favorable terms in the bond market and, therefore, has determined to sell
such Bonds (the "Bonds") at private, negotiated sale; and
WHEREAS, the Issuer has received a Bond Purchase Agreement (the "Bond
Purchase Agreement") from William R. Hough & Co., as Underwriter (hereinafter called
"Underwriter"), the acceptance of which the Issuer determines to be in its best interest;
and
WHEREAS, the Issuer desires to approve and authorize the taking of all other
necessary action in connection with the delivery of the Bonds; now therefore,
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, as follows:
LKL-08/27/87-107AA-2581 -1--
CRA Res. 87-2
9/3/87
•
Section 1. Award of Bonds. The Issuer hereby finds, determines and
declares that the timing and size of the issue and complexity of the financing plan for the
Bonds, and current rapidly changing bond market conditions require that the bond issue be
negotiated at private sale rather than offered by competitive bid at public sale in order to
assure the necessary flexibility to change the maturities, redemption features and interest
rates necessary to obtain the most favorable terms in the bond market. The negotiated
sale of the principal amount of Bonds stated in the title of this resolution and in the Bond
Purchase Agreement of the Underwriter is hereby authorized pursuant to Section 218.385,
Florida Statutes. The offer in the form of the Bond Purchase Agreement, attached hereto
as Exhibit "A" and made a part hereof, relating to the purchase of the Bonds is hereby
accepted and such principal amount of Bonds are hereby awarded and sold to the
Underwriter at the purchase price and upon the terms and conditions set forth in the Bbrld
Purchase Agreement. The Issuer acknowledges receipt of the information required by
Section 218.385, Florida Statutes, in connection with negotiated sale of bonds. A copy of
the Underwriter's letter containing the required information is attached to the Bond
Purchase Agreement as Exhibit "B".
Section 2. Description of Bonds. The Bonds shall be issued in fully
registered form, shall be dated, shall be in the denomination of $5,000 each or any
integral multiple thereof and numbered consecutively from one upward, shall mature on
such dates in the years and amounts set forth as part of Exhibit A to the Bond Purchase
Agreement and shall bear interest, payable on such dates and at the rates of interest set
forth on Exhibit A to the Bond Purchase Agreement.
Section 3. Redemption Provisions. The Bonds shall be subject to op-
tional and mandatory redemption prior to maturity upon the terms and in the manner set
forth on Exhibit A to the Bond Purchase Agreement.
LKL-08/11/87-107AA-2581 -2-
1
•
Section 4. Execution of Bond Purchase Agreement and Authorization of
all Other Necessary Action. The proper officers of the Issuer are hereby authorized and
directed to execute and deliver the Bond Purchase Agreement and to execute the Bonds
when prepared and deliver the same to the Underwriter upon payment of the purchase
price pursuant to the conditions stated in the Bond Purchase Agreement. The Chairman,
Clerk, Executive Director and Attorney for the Issuer are each designated agents of the
Issuer in connection with the issuance and delivery of the Bonds, and are authorized and
empowered, collectively or individually, to take all action and steps to execute and
deliver any and all instruments, documents or contracts on behalf of the Issuer which are
necessary or desirable in connection with the execution and delivery of the Bonds and
which are not inconsistent with the terms and provisions of this resolution and other
actions relating to the Bonds heretofore taken by the Issuer. k
Section 5. Designation of Paying Agent and Registrar. Florida National
Bank, St. Petersburg, Florida, is hereby designated and approved as paying agent and
registrar for the Bonds.
Section 6. Reserve Requirement. Pursuant to Section 2(X) of
Resolution No. 87-1 of the Issuer, the Reserve Requirement for the Bonds shall be the
amount of $116,700.00.
Section 7. Effective Date. This resolution shall take effect im-
mediately upon its adoption.
PASSED AND ADOPTED this 3rd day of September 1987.
Attest:
airman
LKL-08/27/87-107AA-2581 -3-
• •
COMMUNITY REDEVELOPMENT AGENCY AGENDA
September 3, 1987
1. Call to order.
2. Approval of Minutes for
July 2, 1987.
3. 1987 Tax Increment Revenue Bonds,
Series 1987
4. Adjourn
1. 6:02 pm
2. Approved as submitted
3. CRA Reso. 87.2 adopted
4. 6:07 pm
CRA Action Agenda Page 67. 9/3/1987
• •
RESOLUTION NUMBER 87-1
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, FLORIDA
PROVIDING FOR THE FINANCING AND ACQUISITION OF A
COMMUNITY REDEVELOPMENT PROJECT CONSISTING OF
ACQUISITION OF LAND IN THE CITY'S REDEVELOPMENT AREA
FOR REDEVELOPMENT; AUTHORIZING THE ISSUANCE BY THE
COMMUNITY REDEVELOPMENT AGENCY OF NOT EXCEEDING
$1,185,000 TAX INCREMENT REVENUE BONDS, SERIES 1987, TO
FINANCE THE COST THEREOF; PROVIDING FOR THE FUNDING
OF THE REDEVELOPMENT TRUST FUND; PLEDGING THE TAX
INCREMENT REVENUES OF THE CITY TO SECURE PAYMENT
OF THE PRINCIPAL OF AND INTEREST ON THE BONDS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF THE
BONDS; PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF CLEARWATER, FLORIDA, AS FOLLOWS:
Section 1. AUTHORITY FOR THIS RESOLUTION. This resolution is
adopted pursuant to the provisions of the Act, hereinafter defined.
Section 2. DEFINITIONS. The following terms in this Resolution shall
have the following meanings unless the text otherwise expressly requires:
(A) "1986 Bonds" shall mean the outstanding Tax Increment and Lease
Revenue Bonds, Series 1986, of the Issuer, authorized pursuant to Resolution No. 86-1
(CRA) of the Issuer (the "1986 Resolution").
(B) "1986 Notes" means that series of 24 notes aggregating $590,000, dated
August 22, 1986, issued to pay part of the cost of the 1987 Project.
(C) "1987 Bonds" shall mean the, obligations of the Issuer authorized to be
issued pursuant to Section 6 of this Resolution.
(D) "Act" means Chapter 163, Part III, Florida Statutes, and other applicable
provisions of law.
(E) "Additional Parity Bonds" shall mean Bonds issued pursuant to Section
16I of this Resolution which rank on a parity with the 1987 Bonds as to lien on and source
and security for payment from the Tax Increment Revenues.
(F) "Amortization Installments" with respect to any Term Bonds of a series,
shall mean an amount so designated which is established for the Term Bonds of such
series, provided that (i) each such installment shell �� •^ 4 ��^ ^^ �..^� +P*Pst
or principal maturity date of each applicable year as is fixed by subsequent resolution of
the Issuer and shall be a multiple of 15,000, and (ii) the aggregate of such installments for
such series shall equal the. aggregate principal amount of Term Bonds of such series
authenticated and delivered on original issuance.
LKL-02/19/87-107AA-2581
Rev.02/20/87
Rev.06/24/87
RES 87-1 CRA
-1-
7/2/87
i"Authorized Investments" shall mean any of the following which at the
time are legal investments for the Issuer under applicable laws for the moneys held under
this Resolution then proposed to be invested therein: (a) United States Treasury notes,
bonds, bills or certificates or indebtedness, or obligations for which the faith and credit of
the United States are pledged for the payment of principal and interest, and/or (b)
obligations of Export Import Bank of the United States, Federal Financing Bank, Farmer's
Home Administration, Federal Housing Administration, Maritime Administration, Public
Housing Authority, Government National Mortgage Association, and/or (c) certificates of
deposit properly secured at all times, by collateral security described in (a) and (b) above
(Such agreements are only acceptable with commercial banks, savings and loans
associations, and mutual savings banks), (d) time (including savings accounts) or demand
deposits in any bank or trust company authorized to accept deposits of public funds, which
are fully insured by the FSLIC or FDIC, and/or (e) repurchase agreements with a financial
institution or recognized dealer which are fully secured at all times by obligations
described in (a) through (d) of this definition, and/or (f) investments pursuant to Chapter
218, Part IV, Florida Statutes, the Investment of Local Government Surplus Funds Act.
(H) "Bond Service Requirement" for any Bond Year or Fiscal Year, as
applicable, as applied to the Bonds of any series, shall mean the sum of:
(1) The amount required to pay the interest becoming due on the Bonds
of such series during such period, except to the extent that such interest shall have been
provided by payments into the Sinking Fund out of bond proceeds for a specified period of
time.
(2) The amount required to pay the principal of Serial Bonds of such
series maturing in such period.
(3) The Amortization Installment for the Term Bonds of such series for
such period. In computing the Bond Service Requirement for any period for Bonds of any
series, the Issuer shall assume that an amount of the Term Bonds of such series equal to
the Amortization Installment for the Term Bonds of such series for such period will be
retired by purchase or redemption in such period or that payment of such amount of Term
Bonds at maturity will be fully provided for in such period. When determining the amount
of principal of and interest on the Bonds which mature in any period, for purposes of this
Resolution or the issuance of any Additional Parity Bonds, the stated maturity date of
Term Bonds shall be disregarded, and the Amortization Installment, if any, applicable to
Term Bonds in such period shall be deemed to mature in such period.
LKL-02/19/87-107AA-2581 -2-
•
(I) "Bond Year" shall mean the annual eriod ending•
p on a principal maturity
date.
(J) "Bonds" shall mean the 1987 Bonds and any Additional Parity Bonds
hereafter issued pursuant to Section 16I of this Resolution.
(K) "City" shall mean the City of Clearwater, Florida.
(L) "Code" means the Internal Revenue Code of 1986, as amended, and all
valid and applicable regulations thereunder.
(M) "Federal Securities" shall mean direct obligations of the United States of
America and obligations the principal of and interest on which are fully guaranteed by the
United States of America, none of which permit redemption prior to maturity at the
option of the obligor.
(N) "Fiscal Year" shall mean the period commencing on October 1 of each
year and continuing to and including the succeeding September 30, or such other annual
period as may be established by law as the Issuer's fiscal year.
(0) "Insuror" shall mean the issuer of any insurance policy, insuring payment
of principal of and interest on any series of Bonds.
(P) "Issuer" means the Community Redevelopment Agency of the City.
(Q) "Issuer Representative" shall mean the city employee designated as such
by Resolution of the Issuer.
(R) "Maximum Bond Service Requirement" for any series of Bonds shall
mean, as of any particular date of calculation, the greatest amount of aggregate Bond
Service Requirements for the then current or any future Bond Year or Fiscal Year, as
applicable.
(S) "Redevelopment Area" shall mean the area designated as a community
redevelopment area by the City pursuant to Chapter 163, Florida Statutes, and Ordinance
No. 2576-81 of the City, as amended.
(T) "Redevelopment Project" shall mean undertakings, activities or projects
of the Issuer within its designated slum or blighted areas or the provision of affordable
housing to residents of low or moderate income including the elderly. "1987 Project" shall
mean the acquisition of Parcel A and Parcel B described on Exhibit A attached hereto.
(U) "Redevelopment Trust Fund" shall mean the redevelopment trust fund
established under Section 163.387, Florida Statutes, and Ordinance No. 2779-82 of the
City.
LKL-02/20/87-107AA-2581 -3-
• •
(V) "Registered Holder" or "Bondholders" or any similar term shall mean the
registered owner of a Bond as shown on the registration books of the Registrar.
(W) "Registrar" shall mean the paying agent for the Bonds, as Bond
Registrar, or such other person, firm or corporation as may thereafter be from time to
time designated by the Issuer as the Registrar for the Bonds.
(X) "Reserve Requirement" shall mean the amount of $117,130, or such other
amount, if any, as may be designated as such by resolution of the Issuer adopted at the
time of sale of the 1987 Bonds.
(Y) "Resolution" shall mean this resolution of the Issuer as hereafter
amended and supplemented from time to time in accordance with the provisions hereof.
(Z) "Serial Bonds" shall mean the Bonds of a series which shall be stated to
mature in annual installments.
(AA) "State" shall mean the State of Florida.
(BB) "Tax Increment Revenues" shall mean the revenues paid into the
Redevelopment Trust Fund.
(CC) "Term Bonds" shall mean the Bonds of a series all of which shall be
stated to mature on one date and which shall be subject to retirement by operation of the
Bond Amortization Account.
Section 3. FINDINGS. It is hereby found, determined and declared that:
A. The Issuer intends to acquire the 1987 Project located in the City's
Redevelopment Area and hold it for resale to private developers, for the purpose of
improving the Redevelopment Area.. The difference between the cost of acquisition of
such property and the sale proceeds received by the Issuer from the sale of such property
pursuant to the Act constitutes a lawful expenditure of public funds for a public purpose.
The rehabilitation, conservation or redevelopment of these areas is necessary in the
interest of the public health, safety, morals and welfare of the residents of the City, and
such purposes will be furthered by the 1987 Project, which constitutes a Redevelopment
Project. The 1987 Project is located in the Redevelopment Area and is in furtherance of
the Redevelopment Plan for Downtown Clearwater adopted pursuant to Ordinance No.
2576-81 of the City, as amended. The Redevelopment Area constitutes a "designated
blighted area" within the meaning of Section 144(c)(4) of the Code.
B. The Issuer will derive Tax Increment Revenues from improvements in the
Redevelopment Area, and these revenues, which are not now pledged for payment of any
other obligations except the 1986 Bonds, will be sufficient, to pay all the principal of and
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• •
interest on the 1987 Bonds as the same shall become due and all reserve, sinking fund and
other payments provided for in this Resolution, and to make all payments required to be
made from such source under the 1986 Resolution. The lien on the Tax Increment
Revenues for payment of the 1987 Bonds is junior and subordinate to the lien on such
revenues for payment of the 1986 Bonds.
C. The cost of the 1987 Project is estimated to be the sum of 31,205,000.
Such costs shall be paid from the proceeds derived from the sale of the 1987 Bonds,
together with other funds available to the Issuer..
D. The principal of and interest on the 1987 Bonds and all required sinking
fund, reserve and other payments shall be payable solely from the Tax Increment
Revenues as provided herein. The 1987 Bonds shall not constitute an indebtedness,
liability, general or 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 or the City shall be obligated to pay the
principal of the 1987 Bonds, the interest thereon, or other costs incidental 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
shall be pledged to the principal of the 1987 Bonds or the interest thereon or other
charges incident thereto. The 1987 Bonds shall not constitute a lien upon the 1987
Project, or any part thereof, or on any other property of the Issuer or the City, but shall
constitute a lien only on the Tax Increment Revenues in the manner provided herein.
Section 4. 1987 PROJECT AUTHORIZED. The Issuer is hereby
authorized to acquire the 1987 Project. The cost of the 1987 Project shall be deemed to
include, without limitation, in addition to the acquisition cost of land, the cost of any
interest therein or any other properties deemed necessary or convenient therefor;
engineering, legal and financing expenses; expenses for estimates of costs and of
revenues; expenses for plans, specifications and surveys; costs of relocation of occupants
of the 1987 Project; the fees of fiscal agents, financial advisors or consultants;
administrative expenses for plans, specifications and surveys; administrative expenses
relating solely to the clearing or rehabilitation and acquisition of the 1987 Project; the
premiums and other costs of obtaining insurance on the 1987 Bonds; interest upon the
1987 Bonds during any clearing or rehabilitation of the 1987 Project; the creation and
establishment of reasonable reserves for debt service, discount on sale of 1987 Bonds;
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repayment of interim advances and indebtedness, including specifically retirement of the
1986 Notes initially issued in exchange for a portion of the 1987 Project lands; and such
other costs and expenses as may be necessary or incidental to the financing herein
authorized and the rehabilitation and acquisition of the 1987 Project and the placing of
same in operation.
Section 5. THIS INSTRUMENT TO CONSTITUTE CONTRACT. In con-
sideration of the acceptance of the Bonds authorized to be issued hereunder by those who
shall hold the same from time to time, this Resolution shall be deemed to be and shall
constitute a contract between the Issuer and such holders. The covenants and agreements
herein set forth to be performed by the Issuer shall be for the equal benefit, protection
and security of the legal holders of any and all of the Bonds all of which shall be of equal
rank and without preference, priority or distinction of any of the Bonds over any other
thereof, except as expressly provided therein and herein.
Section 6. AUTHORIZATION OF 1987 BONDS. Subject and pursuant to
the provisions hereof, obligations of the Issuer to be known as "Tax Increment Revenue
Bonds, Series 1987", herein defined as the "1987 Bonds", are authorized to be issued in the
aggregate principal amount of not exceeding $1,185,000.
Section 7. DESCRIPTION OF 1987 BONDS. The 1987 Bonds shall be dated
as of a date and be in such denominations as are fixed by resolution of the Issuer prior to
the date of delivery for the 1987 Bonds, shall be designated "R- " and numbered
consecutively, from one upward in order of authentication; shall bear interest at such rate
or rates not exceeding the legal rate, such interest to be payable on such dates and in such
years and amounts, and shall mature in such years, not exceeding 30 years, and in such
amounts, all as are fixed by resolution of the Issuer to be adopted prior to the delivery of
the 1987 Bonds.
The 1987 Bonds shall be issued in fully registered form, payable as to principal
and premium, if any, upon presentation and surrender thereof on the date fixed for
maturity or redemption thereof at the office of the Bond Registrar. Interest on each fully
registered Bond shall be paid by check or draft mailed to the person in whose name the
1987 Bond is registered, at his or her address as it appears on the Bond Register
maintained by the Bond Registrar, on the 15th day of the calendar month prior to each
interest Payment Date (the "Record Date"), irrespective of any transfer of such 1987
Bond subsequent to such Record Date and prior to such interest Payment Date, unless the
Issuer shall be in default in payment of interest due on such interest Payment Date. In
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the event oley such default, such defaulted interest shall be Pa Y abre to the person in
whose name such 1987 Bond is registered at the close of business on a special record date
for the payment of defaulted interest as established by notice mailed by the Registrar to
the registered owner of the 1987 Bonds not less than fifteen days preceding such special
record date. Such notice shall be mailed to the person in whose name such 1987 Bond is
registered at the close of business on the fifth (5th) day preceding the date of mailing.
All payments shall be made in accordance with and pursuant to the terms of this
Resolution and the 1987 Bonds and shall be payable in any coin or currency of the United
States of America which, at the time of payment is legal tender for the payment of public
or private debts.
If the date for payment of the principal of. premium, if any, or interest on the
1987 Bonds shall be a Saturday, Sunday, legal holiday pr a day on which the banking
institutions in the city where the corporate trust office of the paying agent is located are
authorized by law or executive order to close, then the date for such payment shall be the
next succeeding day which is not a Saturday, Sunday or legal holiday or a day on which
such banking institutions are authorized to close, and payment on such date shall have the
same force and effect as if made on the nominal date of payment.
The 1987 Bonds may be issued or exchanged for Bonds in coupon form, payable
to bearer, in such form, with such attributes and upon such conditions as the Issuer may
provide by supplemental resolutions, upon receipt of an opinion from a nationally
recognized bond counsel that such issuance or exchange will not cause interest on the
1987 Bonds to be includable in gross income of the holder for federal income tax purposes.
Section 8. EXECUTION OF BONDS. The 1987 Bonds shall be executed in
the name of the Issuer by its Chairman and its official seal or a facsimile thereof shall be
affixed thereto or reproduced thereon and attested by its Clerk. The facsimile signatures
of such officers may be imprinted or reproduced on the Bonds. The Certificate of
Authentication of the Bond Registrar shall appear on the Bonds, and no bond shall be valid
or obligatory for any purpose or be entitled to any security or benefit under this
Resolution unless such certificate shall have been duly executed on such Bond. The
authorized signature for the Bond Registrar shall be either manual or facsimile; provided,
however, that at least one of the signatures appearing on the Bonds, shall at all times be a
manual signature. In case any officer whose signature shall appear on any Bonds shall
cease to be such officer before the delivery of such Bonds, such signature or facsimile
shall nevertheless be valid and sufficient for all purposes the same as if he had remained
in office until such delivery. Any Bonds may be signed and sealed on behalf of the Issuer
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• •
by such person who at the actual time of the execution of such Bonds shall hold the proper
office with the Issuer, although at the date of adoption of this Resolution such person may
not have held such office or may not have been so authorized.
Section 9. NEGOTIABILITY AND REGISTRATION. Subject to the pro-
visions hereof respecting registration and transfer, the Bonds issued hereunder shall be
and shall have all of the qualities and incidents of negotiable instruments under the laws
of the State of Florida, and each successive holder, in accepting any of the Bonds shall be
conclusively deemed to have agreed that such Bonds shall be and have all of the qualities
and incidents of negotiable instruments under the Uniform Commercial Code - Investment
Securities of the State of Florida.
Section 10. REGISTRATION, EXCHANGE AND TRANSFER. There shall be a
Bond Registrar for the Bonds. The Bond Registrar shall maintain the registration books of
the Issuer and be responsible for the transfer and exchange of the Bonds. The Bond
Registrar shall maintain the books for the registration of the transfer and exchange of the
Bonds in compliance with the Florida Registered Public Obligations Act and the system of
registration as established by the Issuer pursuant thereto.
Bonds may be transferred upon the registration books, upon delivery to the
Registrar, together with written instructions as to the details of the transfer of such
Bonds, along with the social security number or federal employer identification number of
such transferee and, if such transferee is a trust, the name and social security or federal
employer identification numbers of the settlor and beneficiaries of the trust, the date of
the trust and the name of the trustee. No transfer of any Bond shall be effective until
entered on the registration books maintained by the Bond Registrar.
Upon surrender for transfer or exchange of any Bond, the Issuer shall execute
and the Bond Registrar shall authenticate and deliver in the name of the registered owner
or the transferee or transferees, as the case may be, a new fully registered Bond or Bonds
of authorized denominations of the same maturity and interest rate for the aggregate
principal amount which the registered owner is entitled to receive at the earliest.
practicable time in accordance with the provisions of this Resolution. The Issuer or the
Bond Registrar may charge the owner of such Bond for every such transfer or exchange an
amount sufficient to reimburse them for their reasonable fees and for any tax, fee, or
other governmental charge required to be paid with respect to such transfer, and may
require that such charge be paid before any such new Bond shall be delivered.
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Allands presented for transfer, exchange, redemption payment (if so
required by the Bond Registrar), shall be accompanied by a written instrument or
instruments of transfer or authorization for exchange, in form and with guaranty of
signature satisfactory to the Bond Registrar, duly executed by the registered holder or by
his duly authorized attorney in fact or legal representative.
All Bonds delivered upon transfer or exchange shall bear interest from the
preceding interest payment date so that neither gain nor loss in interest shall result from
the transfer or exchange. New Bonds delivered upon any transfer or exchange shall be
valid obligations of the Issuer, evidencing the same debt as the Bond surrendered, shall be
secured by this Resolution and shall be entitled to all of the security and the benefits
hereof to the same extent as the Bonds surrendered.
The Issuer and the Bond Registrar shall treat the Registered Holder of any
Bond as the absolute owner thereof for all purposes, whether or not such Bonds shall be
overdue, and shall not be bound by any notice to the contrary.
Notwithstanding the foregoing provisions of this section, the Issuer reserves
the right, on or prior to the delivery of the Bonds to amend or modify the foregoing
provisions relating to the registration of the Bonds by resolution or ordinance in order to
comply with all applicable laws, rules, and regulations of the United States and/or the
State of Florida relating thereto.
Section 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in
its discretion issue and deliver a new Bond of like tenor as the Bond if any, so mutilated,
destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon
surrender and cancellation of such mutilated Bond or in lieu of and substitution for the
Bond destroyed, stolen or lost, and upon the holder furnishing the Issuer proof of his
ownership thereof and satisfactory indemnity and complying with such other reasonable
regulations and conditions as the Issuer may prescribe and paying such expenses as the
Issuer may incur. All Bonds so surrendered shall be cancelled by the Registrar for the
Bonds. If any of the Bonds shall have matured or be about to mature, instead of issuing a
substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if
such Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section shall constitute
original, additional contractual obligations on the part of the Issuer whether or not the
lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds
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• •
shall be entitled to equal and proportionate benefits and rights as to lien on the source and
security for payment from the funds, as hereinafter pledged, to the same extent as all
other Bonds issued hereunder.
Section 12. PROVISIONS FOR REDEMPTION. The Bonds shall be redeem-
able as provided by subsequent resolution of the Issuer. Bonds in denominations greater
than an authorized denomination shall be deemed to be an equivalent number of Bonds in
the denomination of an authorized denomination. If a Bond is of a denomination larger
than an authorized denomination, a portion of such Bond may be redeemed, in the amount
of an authorized denomination or integral multiplies thereof.
Notice of such redemption, identifying the Bonds or portions thereof called for
redemption (i) shall be filed with the paying agents and any Registrar; and (ii) shall be
mailed by the Registrar, first-class mail, postage prepaid, to all registered owners of the
Bonds to be redeemed not more than thirty (30) days and not less than fifteen (15) days
prior to the date fixed for redemption at their addresses as they appear on the
registration books to be maintained in accordance with the provisions hereof. Failure to
give such notice by mailing to any owner of Bonds, or any defect therein, shall not affect
the validity of any proceeding for the redemption of other Bonds.
Notice having been mailed and filed in the manner and under the conditions
hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, on
the redemption date designated in such notice, become and be due and payable at the
redemption price provided for redemption of such Bonds or portions of Bonds on such date.
On the date so designated for redemption, notice having been mailed and filed and moneys
for payment of the redemption price being held in separate accounts in trust for the
holders of the Bonds or portions thereof to be redeemed, all as provided in this Resolution,
interest on the Bonds or portions of Bonds shall cease to be entitled to any lien, benefit or
security under this Resolution, and the holders or Registered Owners of such Bonds or
portions of Bonds, shall have no rights in respect thereof except to receive payment of the
redemption price thereof.
Upon surrender of any Bond for redemption in part only, the Issuer shall issue
and deliver to the holder thereof, the costs of which shall be paid by the Registered
Holder, a new Bond or Bonds of authorized denominations in aggregate principal amount
equal to the unredeemed portion surrendered.
Section 13. FORM OF 1987 BONDS. The text of the 1987 Bonds and the
certificate of authentication shall be in substantially the following form with such
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• omissions, insans and variations as may be necessary and desirable!!id authorized and
permitted by this Resolution or by any subsequent resolution adopted prior to the issuance
thereof:
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