85-55
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RES 0 L UTI 0 N
No. 85 - 55
A aBSOLUTION PROVIDING POR THE ISSUANCB OP A $980,000
BOND ANTICIPATION NOTH OP THE ClTY OF CLEARWATBll,
FLORIDA, IN ANTICIPATION OP THE RECBIPT BY THE CITY OP
A PORTION OP THE PROCBBDS PROM TUB SALB OF TAX
INCREMENT RBVBNUB BONDS OP TUB CLEARWATBR
RBDBVBLOPMBNT AGBNCY, AWARDING THE NOTH TO SUN
BANK/SUNCOABl', N.A.. PROVIDING Faa PAYMBNT OF TUB
NOTH PROM THE PROCBBDS OP THE ABOVE BONDS OR FROM
THE crrrs GUARANTBBD ENTlTLBMBNT FUNDS, AND
PROVIDING AN BFFBCTlVB DATB.
BB IT RBSOLVBD BY THE CITY COMMISSION OP TUB CITY OP
CLRAllWATBR, FLORIDA!
8eotloD 1.
AUTHOIUTT Foa THIS RBSOLUTIONI DBPIN1TIONS. (a) This
resolution Is adopted pursuant to Chapter 183, Part In, and Chapter 188, Part IT, Plorlda
Statutes, and other appUcable provisions ot law.
(b) All terms shall have the tollowlng meanings herelnz
"Agency" means the Clearwater Redevelopment Agency.
"~gency Bonda" means Tax Increment Revenue Bonda ot the Agency, to be
Issued to finance the cost of the Project.
"AgencY Resolution" means a resolution ot the Agency approving issuance ot
the Note and requesting a loan ot the proceeds thereot and resolving to use its best
ettorts to authorize, validate and sell Agency Bonda to provide tunds to retire the Note, in
substantially the form attached aa Exhibit "A" hereto.
"Bank" means Sun Bank/Suncout, N.A., St. Petersburg, Plorlda.
"Capital Improvement Bonds" means the outstanding Capital Improvement
Revenue Bonds, Series 1984, originally issued by the City in the amount of $640,000.
"City" means the City of Clearwater, Florida.
"City Lease" shall mean a lease between the Agency and the City tor
operation of the City Parcel and the improvements thereon by the City aa a part at the
Clty's Parkfng System.
"City Parcel" shall mean the real property lying under Parcel B aa described In
the Developer Agreement.
"Developer" meaRS J. K. Plnanclal Corporation, a Plorida corporation.
"Development Agreement" means the Development Agreement dated July 14,
1983 between the Agency, the City and the Developer.
"Guaranteed Entitlement Funds" shall mean the guaranteed entitlement
portion at the revenue sharing trust tunds of the State of Plorlda as defined In and
distributable to the City pUl'3uant to Chapter 218, Florida Statutes.
LKL~01/13/85~840A~2223
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RES. 1; ,85-55
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"Note" means the $980,000 City of Clearwater Bond Anticipation Note
authorized hereunder.
"Parking System" shall mean all ot thft City's existing ott.street and on.street
parking facllltles, excluding those facUlties In existence on Pebruary 14, 1983 tor the use
of which no fee was charged as of January 1, 1983, untU such time all a tee Is chllried for
the use thereof, together with any and all Improvements and additions thereto hereafter
con3tructed or acquired.
"Pledged Revenues" means the first proceeds of the Agenoy Bonds received by
the City and the Guaranteed Entitlement Punds.
"Project" shall mean the acquisition, and sale to the Developer, of Parcel A,
Parcel B and Parcel C described in thu Development Asreement, and the construction snd
leasing of addltloM, exteMlona and improvements to the Parking System on the City
Parcel In accordance with the Development Agreement, which shall also constitute a
, Redevelopment Project.
Section 2.
FINDINGS. It Is hel"eby ascertained, determined and declared
thatr
A. The City and the Agency have entered Into the Development Agreement
"
for the purpose ot, ~ alia, prqvldlng a mean! of cOMtructlng and !Inanulng certain
.
parking facllltles to be leased to the City by the Agency pursuant to the City Lease, tor
operation by the City as a pm of ItlS Parking System.
B. The Agency hao contracted with the Developer for conatL"Uction of the
ProJoct, Including the facUitles ta be leued to the CIty undor the City Lease, and
proposes to permanently finance the QOllt thereof by the Issuance af Agency Bonds.
Pending authorization, valldatlon Ilud sale at the Agency Bonds, the Agoncy has 11 need for
funds to pay the Developer as construction of the Project progresses, and will adopt tho
Agency Resolution In furtherance of the purpose hereof.
C. In order ta continue construction of the ,Project and secure use of the
CIty's portion thereot In a timely manner, It is necessary and desirable to obtain funds to
loan to the Agency, by Issuance of the Note. The Note and the Intel"est due thereon will
be payable solely trom and secured by a lien upon and pledge of Pledged Revenues. The
pledge of and lien on the Guaranteed Entitlement Funds tal" payment of the Note Is Junior
and subordinate to the pledge of and lien on the Guaranteed Entitlement Funds to secure
p~yment of the City's outstanding Capital Improvement Bonds.
LKL-07/13/85-840A-2223
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D. The City haa tound that it Is nooesaary and desirable to soU tho Note at
private, negotiated sale, and haa reoelved a oommltment to purchaso the Note from the
Bank.
Section 3.
RESOLUTION TO CONlflTl'U'l'JS CONTRACT. In consideration
of the aoceptance of the Nato authorized to be Issued hereunder by the owners from time
to time, this resolution shall be deemed to be and shall conatltute a contract between the
City and such owners. The covenants and agreements herein set forth to be performed by
the City shall be for the beneflt, protection and security of the legal holders at the Note.
Seatlon '-
AUTHORIZATION OP Nal'B. Subject and pursuant to the
provlslona of this resolution and In anticipation of the sale and delivery of the Agency
Bonds, the Note Is hereby authorized to be Issued In the principal amount Nine Hundred
Eighty Thousand Dollan ($980,000).
Secrtlon 5.
DRSCRlPTION OP NOTE. The Note shall be dated as at Its
date at Issuanoe, shall maturo eleven montha from Its date of Issuance, shall be In fully
registered form, and shall be Issued In a single denomination of $980,000. The Note shall
bear Interest from Its date at the rate of 696 pel' annum adjusted as set forth belOW, but In
no event exceeding the lesser of the maximum Interest rate allowed by law, or the
maximum rate permitted under Section 215.84(3), Florida Statutes. The Interest rate
shall be subject to adjustment as followsl
(I) Chanlte in Maximum Manrinal Federal Inaome Tax Rate on COl'))OratloruJ.
In the event that the maximum federal corporate Income tax rate on taxable Income of
corporations shall, during any period with respect to which Intereat shell be accruing on
the Note, be other than torty-ab: percent (4696), the interest rate shall be the product
obtained by multiplying 696 by a fraction, the numerator at which shall be one hundred
(100) minus the then applicable maximum tederal corporate Income tax rate peraentage
and the denominator at which shall be fifty-four (54), such product shall be rounded to the
nearest one-tenth of one percent and shall be referred to herein as the "Adjusted Interest
Rate", provided, however, that the Adjusted Interest Rate shall never be adjusted so as to
produce a rate at Interest on the Note which Is greater than the limitations in the
preceding sentence.
(U) Partial Taxablllty. (1) It any change in law or the Interpretation thereof
occurs hereafter and, as a result thereof, any holder or former holder of the Note
determines, In its sole discretion, that such change will result [n (1) a diSallowance,
elimination, reduction, disqualification or loss of right to claim any deduction or credit
LKL-07/13/85-840A-2223
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fo':' federal, state or local tax purposes of the holder or of any atfUlated group of which
the holder Is or wu a member ("Loss"), and/or (2) the Imposition of any preference,
minimum or other speolr1l tu: under the federal, state or local tax laws ("Taxll), and suoh
Loss or Tax Is directly or Indirectly related to the holders ownership of the Note or the
re~e!pt of Income therefrom, then tho City agrees to Indemnity the holder for such Loss
or Tax by Increasing the Interest payments to be made or previously made to the holder
with respect to the Note by such an amount which atter deduction of all taxes required to
be paid aa a result of such holders receipt of such sums (InclUding, without limitation, any
tax arising from Q, reduction In an amount which would otherwise be &llowable aa a
deduction) will maintain holders after-tax economla yield and overall net after-tax cash
nows resulting from the holding of the Note at the SDmo levels which would have been
realized It such change In law or Interpretation thereat did not occur.
(2) All calculations of the holders after-tax Economic yield and overall net
after-tax cash flows shall be determined on the baals of the assumptions that (I) the holder
would have realized the assumed tax benefit of the deduction or credit If such change in
law or interpretation thereof did not occur and (U) the holder haa marginal federal, state
and local corporate Income tax rates which aro the highest marginal rates Imposed by the
laws appllcable to the holder.
The Note shlill be payable as to principal upon pL'esentatlon and surrender at
the off lea of the Note Registrar, and shall be payable as to Interest by check or draft
maUed to the holder a.t Its address on the Note Register. [nterest on the Note shall be
payable qucu1:erly at the end of the third, sixth and ninth months after date of Issuance of
the Nota and at maturity.
The Note shall be redeemable prior to Its stated date of maturity, In whole but
not In part, without penalty, at any time after the period ending four months after date of
Issuance of the Note.
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Section 8.
nxBCUTION OP NOTB. The Nato shall be executed In the
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name of the City by the Mayor--Commlssloner and City Managar and attested by the City
Clerl4 and approved QC to form, sufficiency and cot'relctnesa by the City Attorney, b~? their
manual signatures, and the official seal of the City shall be affixed thereto or reproduced
thereon. The Certiflcato of Autt.entlcatlon of the Note ReglstL'ar shall appear on the
Note, and no Note shall be valid or obligatory fer any purpose or be entitled to any
security or benefit under thin Resolution unless such certificate shall have been duly
executed on the Note. The authorized signature fer the Note Registrar shall be manual.
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In case any officer whose signature shall appear on the Note shall cease to be such officer
before the dell very of the Note, such signature shall nevertheless be valid and suCffcient
for all purposes the same as if he had remained in office until such delivery. The' Noto
may be signed and sealed on behaU of the City by such person who at the actual time of
the execution of such Note shall hold the proper office with the City, although at the date
of enactment ot this Resolution such person may not have held such oCfice or may not
havo been so authorized.
SeedoD 7.
NEGOT1ABILITY. Except as to registration, the Note shall
have all qualities and incidents of a negotiable instrument under the Uniform Commercial
Code -Investment Securities of the State of Florida.
56etion a.
IlRGISTBATION, EXCHANGB AND TRAHSPmL There shall
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be a Note Registrar for the Note which shall be the City's Director of Finance. The Note
Registrar shall maintain the registration books of the City and be responsible for the
transfer and exchange of the Note.
The Note may be transferred upon the registration books, upon delivery to the
Note Registrar, together with written instructions as to the details of the transfer of the
Note, along with the social security number or federal employer identification {lumber of
such transferee and, if such, transferee is a trust, the name and social security or federal
employer identification numbers or the settlor and beneficiaries of the trtpit, the date of
the trust and the name of the trustee. No transfer of the Note shall be effective until
entered on the registration books maintained by the Note Registrar.
Upon surrender for transfer or eXchange of the Note, the City shall execute
and the Note Registrar shall authenticate and deliver in the name of the registered owner
or the transferee, as the case may be, a new fully registered Note at the earliest
practicable time in accordance with the prOVisions of this Resolution. 'The City or the
Note Registrar may charge the owner of the Note for every such transfer or exchange an
amount sufficient to reimburse them for their reasonaDle tees and tor 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 Note shall be delivered.
The Note, when presented for transfer, exchange, redemption or payment (If
so requirod by the Note Registrar), shall be accompanied by a written Instrument or
instruments or transfer or authorization tor exc~ange, in form and with guaranty, of
signature satisfactory to the Note Registr&!", duly executed by the registered holder or by
his duly authorized attorney in fact or legal representative.
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The Note, when dellvered upon transfor or exchange shall bear fnterest trom
the preceding Interest payment date so that neither gain nor 10BlS In interest shall result
trom the tran~ter or exchange. Any nt!lw Note delivered upon any transfer or exchange
shall be a valid obligation of the City, evidencing the same debt as the Note :surrendered,
shall be secured by this Resolution and shall be entitled to all of the security and the
benefitll hereof to the same extent as the Note surrendered.
The City and the Note Registrar shall treat the registered owner of the Note
a.a the absolute owner thereof for all purposes, whether or not the Note shall be overdue,
and shall not be bound by any nottce to the contrary.
Section 9.
NO'l'R MUTlLATBD, DBSTBOYlID, STOLEN OR LOST. In
case the Note shall become mutilated, or be destroyed, stolen or lost, the City may in its
discretion i!Suo and deliver a new Note of Uke tenor u the Note so mutUated, destroyed,
stolen or lost, In exchange and substitution for :Juch mutilated Note upon surrender and
cancellation of such mutilated Note or In lieu of and substitution for the Note destroyed,
stolen 01' lost, and upon the holder furnishing the CIty proof ot his owne1'3hlp thereat and
satisfactory Indemnity and complying with such other reasonable regulations Ilrtd condi-
tions u the CJty may prescr!ba and paying such expenses as the City moy Innul"'. The Note
so surrendered sholl be cancelled by the Noto Registrnr. If tile Kate shall have lDEltured
or be about to mature, htstead of Issuing a substitute Note, the City may pay the same,
upon being indemnified as aforesaid, and It such Note be lostt stolen Ot" destroyed, without
surrendf,!!l' thereof.
Any such duplicate Notes Issued pursuant to this section shall cOMtitute
orlgtno.l, additional contractual obligations on the part of tho City whethor or not the lost,
stolen or del~royed Notes be at aflY time i'ound by anyone, and such duplicate Notes 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 the
original Noto lsaued hereunder.
Seetton 10.
PORM OF NOTB... The text of tho Nota and the Certificate
ot Authentication shall be In substantJlil1y the form with such omissions, tnserttoll!l and
variations as may be necessary and desirable and authorized and permitted by this
Resolution or by any subsequent resolution adopted pt'lor to the issuance thereof, as
tollowsl
LKL-07/13/85-840A-2223
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(Form of Note)
No. R-1'
UNITBD STATBS OP AMBRlCA
STATB OP PLORlDA
CrrY OP CLEARWATBR
BOND ANTICIPATION MOTH
$980,000.00
Registered ,Holden'
Sun BanklSuncout, N.A.
P.O. Box 12019
St. Petersburg, Florida 33733-2019
Principal Amounts
NIne Hundred Eighty Thousand Dollars
KNOW ALL MBN BY THBSB PRESENTS, that the City of Clearwater, 'florlda,
a municipal corporation of the State of Plorida (hereinafter called nClty"), for value
reoelved, hereby promises to pay to the Registered Holder Identified above, the Principal
Amount shown above, on
, 1986, 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 hu been paid,
at the rate of six per centum (6.00?6> per annum, SUbJect to adJustment as provided in the
Resolution hereinafter mentioned, based on a 360 day year, until the payment of such
principal sum, such Interest bearing payable on
., and at maturity. The principal of this Bond Is payable upon
presentation and surrender hereof at maturity, at the office of the Director of 'fInance of
the City (the "Paying Agent") in City Hall, Clearwater, Plorida, or at the office
designsted for such payment of any successor thereof. The interest on this Note, when
due and payable, shall be pdd by check or draft mailed to the Registered HOlder, at his
address as It appears on the Note Register, at the close of business on the interest
payment date (the "Record Date"), Irrespective of any transfer of this Note subsequent to
such Record Date unless the City shall be in default In payment of interest due on such
interest payment date. In the event at any such default, such defaulted interest shall be
payable to the person in whose name such Note Is registered at the close of business on a
special record date for the payment of defaulted Interest as establlshed by notice mailed
by the Note Registrar to the Registered Holder not less than fifteen days preceding such
special record date. Such notice shall be mailed to the person In whose name such Note Is
registered at the close ot business on the fifth (5th) day preceding the date of malling.
LKL-07/13/B5-840A-2223
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All amounts duo hereunder shall be payable In any coin "1" currency of the UnlterJ States of
America, which Is, at the time of payment, legal tender for the payment of public or
private debts.
This Note hu been Issued to f[nnnce the oost of cortaln parking faallttles of
the City, being constructed for the Clearwater Redevelopment Agency (the "Agenoy"),
which wtllleue such facllttles to the City (the "ProJect"), pursuant to the authority of
and In full compliance with the Constitution and laws of the State of Plorlda, Including
particularly Chapter 163, Part III and Chapter 166, Part fi, Plorlda Statutes, and other
applloable provisions of law, and pursuant to a reSOlution, duly adopted by the City on
. 1985 (hereinafter collectively called the "Resolution"), and Is subject
to all the terms and conditions of suoh Resolution.
This Note Is a special obligation of the City payable 801ely from and seoured
by an Irrevooable lien upon and pledge of the guaranteed entitlement portion of the
revenue sharing trust tunds of the State of Florida as defined In and distributable to the
City pursuant to Chapter 218, Florida Statutes ("Guaranteed Entitlement Punds"), and the
prooeeds .of sale of the Bonds of the Agency, which the Agency has agreed to authorize,
validate and Issue (hereinafter collectively referred to BII the "Pledged Revenues"), all In
the mBMer provided In the Resolution.
This Note does not oonstltute a general oblIgation, or a pledge of the faith,
credit or taxing power of the City, the State of Plorlda or any polltlcal subdivision
thereof, within the meaning of any oonstltutlonal or statutory provision or llmltatlon.
Neither the State of Plorlda nor any political subdivision thereof, nor the City shall be
obligated (1) to exercise Its ad valorem taxing power or any other tulng power In any
form on any real or personal property In the City to pay the principal of the Note, the
Interest thereon or other costs Incident thereto or (2) to pay the same from any other
funds of the City, except from the Pledged Revenues, In the mann~r provided herein and
in the Resolution. It Is further agreed between the City an~ the Registered Holder of this
Note that this Note and the Indebtedness evidenced hereby shall not constitute a lien on
the Profect or any other property of the City, but shall oonstltute a lien only on the
Pledged Revenues, In the manner provided in the Resolution.
If the date for payment of the prinolpal of or Interest on this Note shall be a
Saturday, Sunday, legal holiday or a day on which banking Institutions in the City of
Clearwater are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which III not a Saturday, Sunday, legal holiday or
LKL-07/13/85-840A-2223
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a day an whloh such banking lnatltutlons 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.
In and by the Resolution, the City has covenanted and agreed with the
Registered Holder of the Note that It will (1) take no action Which will Impair or
adversely affect Its receipt of Guaranteed Entitlement Punds, and (2) set up and
appropriate In the annual City budget for expenditure from the Pledged Revenues, whlle
the Note (s outstanding and unpaid, sufficient amounts of such Pledged Revenues to pay
one hundred per centum (10096) of the principal and Interest becoming due on the Note,
plUS one hundred per centum (10096) at all other paymentl required by the Resolution, that
the first Pledged Revenues received by the City wUl be applied In amounts sufflolent to
meet the reqqirementl ot the ResolutIon whUe the Note Is outstanding and unpaldJ and
that such oovenant and agreement by the City to budget and appropriate sufficient
amounts of such Pledged Revenues to meet the requirements of the Resolution shall be
cumulative, and shall contInue until such Pledged Revenues tn amounts sufficient to make
all required payments shall have been budgeted, appropt>lated and actually paid In the
manner provided In the Resolution. The City has entered Into certain other covenants and
agreerqents respecting the Note, as to which reference Is made to the Resolution.
It Is hereby certified and recited that all. acta, conditions and things required
to eXist, to happen and to be performed precedent to and In the Issuance of this Note
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 Plorlda applicable thereto, and that
the Issuance of this Note does not violate any constitutional or statutory limitations or
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Except as to requirements for registration, this Note shall have the qualities
and Incidents of a negotiable Instrument under the Uniform Commercial Code -Investment
Securities of the State of Florida.
I.
This Note Is Issued In the form of a fully registered Note without coupons.
This Note Is transferable by the Registered Holder hereof in person or by his attorney duly
authorIzed In writing, at the above-mentioned office of the Note Registrar but only in the
manner, subject to the limitations and upon payment ot the charges provided tn the
Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new
Note ot the same maturity and rate ot Interest, for the same aggregate prIncipal amount,
will be Issued to the transferee in exchange therefor at the earliest practicable time In
accordance with the provisiOn! of the Resolution. ThIs Note may be transferred upon the
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registration books upon delivery to the Note Registrar at the Notes, accompanied by a
written Instrument or hutruments of transfer In form and with guaranty ot signature
satlsfaotory to the Note Registrar, duly executed by the Registered Holder of the Note or
his attomey-In-tact or legal representative, containing written Instructions aa to the
details ot the transfer of such Notes, 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 federal employer Identification number and date of the
trust and the name at the trustee. The City or the Note Regt!trar may charge the
Reil-stered Holder ot'such Note for every such transfer of the Note an amount sufficient
to reimburse them for their reasonable feell and any tax, fee, or other governmental
charge required to be paid with respect to such tran!ter, and may require that such chlU"ie
be paid before any such new Note shall be dellvered.
The City shall deem and treat the Registered Holder hel"eof Ilt.I the absolute
owner hel"eof (whether or not this Note shall be overdue) tor the purpose of receiving
payment of or on account of principal hereof and Interest due hereon and for all other
purpol!les, and the City shall not be affected by any notice to the contrary.
This Note shall not be valid or become obligatory tor 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 Note Registrar.
IN WlTHBS8 WHBRBOF, the City of Clearwater, Florida, has Issued this Bond
and has caused the same to be executed by the manual signature of Its Mayor-
Commissioner and City Manager, and attested by the manual signature of Its City Clerk,
and Its official seal or a facsimile thereof to be affiXed, (mpressed, Imprinted,
llthographed or reproduced hereon, as ot
, 1985.
CITY OF CLEARWATER, PLORIDA
(SBAL)
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By:
Mayor-Com missioner
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CBB.TIPICATB OF AtJTIIBNT(CATrOH OF NOTE JlBGISTRAR
ThIs Note he been duly authol"lzed by the undersIgned. The Intereat ,rate, due date,
reatstered ownel" and prlnolpal amount .hown above are oort"eot In all respects and hove
rJeen recorded, alon&, with the appUoable federal taxpayer identlfioaUon number and the
address, of the rellstered holder, In the Note Register maintained at the prIncipal ottlces
of the underllped.
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Reptrar
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Director' ot Plnanoe
CIty of Clearwater, Plorlda
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ASSIGNMBNT
POR V ALUB aBCBIVBD, the underslvned
(the "Transteror"), hereby 10118, atIslgnJ, and transfers unto
(Please loaert name and Social Security or Federal Employer
--
tdentlflQatton number ot assignee) the within Not!) and (I.ll rights thereunder, and hereby
Irrevocably conatitutea and appoints
(the l'PTransferee") u attorney to regiater the transfer of the within Note on the boo\:3
kept fat' registra.tion thereof, with full power of aubttttutton tn the premises.
Oatel
Slgnatw'o Guaranteedl
NOTle!: Slgnature(lI) must be guu,ranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
NOTi"CElNo trnnsfer will be registered and
no new Note will be ill!iUed In the name ot
the Transferee, unleu the signature(s) to
this assignment corresponds with the name
as It appears upon the face of the within
Note In every pnnlcular, without alteration
or enltt.rgement 01' any change whatever and
the Social Secui'ity or Pederal !mJi)loYf'll"
Identlflcation Number of the TraMtereo Is
supplied.
The tollowfnr abb:evlatlons, when Ulled In the inscription on the fa.ce or the
within Note, shall be! construGd as though they were written 'out In full according to
applicable laws or regulatlonsl
TBN COM a.s tenants In UNIP GIP MIN ACT -
common (Cust.)
TEN BNT - as tflnantll by the Custodian tOL'
entireties (Minor)
JT TEN as joint tenants with under Uniform Gifts to Minors Act
tight of survivor- of
:.hlp and not as (State)
tenants tn common
Addltionol abbreviattolUl may also be used though not in list above.
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Sectlon 11.
NOTH NOT DEBT OR CITY. The Note shall not be or
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constitute a generallndebtednesa of the City or a pledge of Ita full faith, credit or taxing
power within the meaning of any' conatltutlonal or statutory proVision or IImltatlon, but
shall be payable solely from and secured by a Uen upon and a pledge of the Pledged
Revenuellll.l herein provided. No holder of the Note Issued hereunder shall ever have the
right to require or compel the exercise of the ad valorem taxing power of the City (I) to
pay such Note or the Interest thereon or (U) to make any othe~ payments provided herein.
The Note and the Indebtedness evidenced thereby shall not constitute a lIen upon the
Project on or any other property at or In the City, but shall constitute a Uen only on the
Pledged Revenues In the manner provided herein.
Section 12.
SECURITY FOn NOTE. The payment at the principal of and
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Interest on the Note shall be secured forthwith equally and ratably by (l) an Irrevocable
lien on the first proceeds of the Agency Bonds received by the City superior to all other
lIena or encumbrances on such Pledged Revenues and (U) an Irrevocable lien on the
Guaranteed Entitlement Funds, Junior and subordinate to the lien and pledge of the
Guaranteed Entitlement Funds securing the Capltn! Improvement Bonds, as herein
defIned, and the City does heretiy Irrevocably pledge such Pledged Revenues to the
payment of the principal of and Interest on the Note, for the reserves therefor and tor
all other required payments hereunder.
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Section 13.
ISSUANCB OP NOTB. Upon Issuance of the Note, shall
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receive the sum of $980,000 from the Bank, which shall be applied as hereinafter
provided.
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Section 1".
COVBNANTS OP THE CITY. For as long as any of the
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principal of and Interest on the Note shall be outstanding and unpaid or until provision has
been made for such payment under Seotlon 15 hereof, the City covenants with the holders
of the Note as foUows:
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A. ,ANNUAL APPQOPRlATlON. The City wlll set up and appropriate [n the
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annual budget for expenditure In each of the Fiscal YOanl during which the Note Is
outstanding and unpaid, from the Guaranteed Entitlement Funds, sufflo[ent amounts of
suoh Guaranteed Entltlement Funds to pay one hundred per oentum (10096) of the pr[nclpal
and Interest beoom[ng due [n suoh year on the Note, plus one hundred per ceutum (10096)
of all other payments required by this Resolut[on. Such covenant and agreement on the
part of the City to budget and appropriate sufflc[ent amounts of such Guaranteed
Bntltlement Funds to make all payments required by this Resolution shall be cumulative,
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and shall continue until such Guaranteed Entitlement Punda in amounts suffiolent to make
nil required payments shall have been budgeted, appropriated. and actually paid ~n the
manner hereinafter provided.
B. OPBRATING P'UNDS. The entire Guaranteed Entitlement Funds tn each
Flsoal Year by the City shall be deposited forthwith Into the General Fund of the City and
used pursuant to the nnnual budget and appropriation ordinance or. resolution only for the
purposes &nd In the manner herein provided.
C. DmPOSITIOK OF RBVllNUBS. The tlrst Guaranteed Entitlement Funds
.
shall be dbposed of on or before the fifteenth (15th) day of each month, commencing In
the month Immediately fOllowing the delivery of the Note only In the followIng manner
and In the following order of prlorltyJ
(1) The Guuanteed Entitlement Funds shall llrst be applied in the manner
required by the ordinance nuthorizlng the Capital Improvement Bonds.
(2) The Guaranteed Entitlement P'und.! :shall next be deposited Into the City's
"Note Blnklng P'undlf (hereinafter called "Sinking Fund"), In such sums as wfll be sufficient
to pay one-third (1/3) of all Interest becoming due on the Note on the next quarterly
Interest payment data (or one-half (1/2) of all interest coming due on the Note on the next
Interest payment da.te, sa appropriate) and one-eleventh (1/11) ot all principal on the
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Note. Such monthly payments shall be Increued os.- decreased proportionately to the
extent required to pay principal and interest becomini due after making allowance for the
amounts of money, if any, whtch wtll be deposited tn the Sinking Pund out of proceeda
from the MIe of the Agency Bonds, or which will bet on deposit therein from tnvestment
earnings.
(3) The baJo.nce ot any GUBftulteed Entitlement Funds remaining tn the
Genll!m Fund after the ahov" l'eqUlred payment:s have been made may be uaed tot' the
redemption of the Note or tor any ISl'lful purpose.
(4) The City she.ll Immediately deposit all amounts received from tho
Agency repreSel\tlng the proceeds of the Agency Bond.! Into tho Sinking Fund until tho
amount thoreln wlll be SUffiCient, together with investment income thereon, to pay all
principal at and Interest on the Note.
(5) The Sinking Fund shall constitute a trust fund for the purposes provided
herein. AU money' In the Sinking Pund shall be continuously secured In the manner by
which the deposit of public fund5 B.1'O authorized to be secured by the laws at the State of
Florida. Moneys on deposit in tho! Sinking Fund mBY be Invested and reinvested in
LKL-07/13/8S-840A-2223
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obltgatlons of the United StAtes of America or plaaed In Ume dlpolltl In banks or trust
companies represented by certltloatea of deposit and continuously Iloured u provided by
the laws of the State ot PlorIda. or Invested pursuant to the laWI of Florida authorizing
Investment at surplus funds. maturing In any event not latlr than the date on whloh the
moneys therein will be needed. Any and all Income received by the City trom such
Investment" shall be deposited Into the Sinking Fund.
(6) The cash required to be accounted for in the Slnkini' Fund need not be
deposited In a separate bank account. and funda allocated thereto may be invested In a
common Investment pool, provided that adequate acoountlng reoords are maintained to
refieat and control the restricted allooatlon ot the ouh on deposit therein and such
investments tor the purpose of such fund as herein provided.
(7) The designation and establishment of the various funds In and by this
Resolution shall not be construed to require the establishment of any completely
independent, sell-balanelng funds as sueh term Is commonly defined and used In
governmental aecounting, but rather Is Intended solely to oonstltute an earmarking ot
certain reven1:les tor certain purposes and to establish clrtaln priorities for application of
such revenues as herein provided.
D. BOOKS AND RECORDS. The City shall also keep books and reoords of
the Guaranteed Entitlement Funda and the holder of the Note shall have the right at all
reasonable times to Inspect all recorda, accounts and data of the City relating thereto.
E. ANNUAL AUDIT. The City shall also, at leut onoe a year, cause the
books, recorda and accounts relating to the total annual budget of the City Including the
Pledged Revenues to be properly audited by a reoognlzed Independent firm of certified
public aeeountants, and shall make generally available the report of such audits to the
holder of the Note.
P. RBYEDIBS. The holder of the Note may by suit, actton, mandamus or
other proceedings In any court of competent Jurisdiction, ~roteot and enforce any and all
rights, Inoludlng the right to the appointment of a receiver, existing under the laws of the
State of Florida, or granted and contained herein, and may enlorce and compel the
performance o~ all duties herein required or by any appllC!oble statutes to be performed by
the City or by any offloer thereof.
Nothln; herein. however. shall be construed to grant to the holder of the Note
any Uen on any real or personal property of the City, or any right to require or compel the
levy of ad valorem tues by the City for any purpose.
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G. OPBRATING BUDGET.. In accordance with law. the City shall annually,
preceding each of Its Flsoal Years, prepare and adopt a detal1ed budget ot the estl~ated
revenues and expenditures during such next succeeding Fiscal Year. which budget may be
amended from time to time In accordance with law. The City shall mall copies of Its
annual budgot to the holder at the Note It requested In writing that a copy be fur.nished
him and shall make such bUdget available at all reasonable times to any holder of the Note
or to anyone acting for and on behalt at such holder.
H. ISSUANCB OP OTHBR OBLIGATIONS. The City will not Issue any other
obllgatloM, except under the conditions and In the manner provided herein, payable from
the Pledged Revenues 01' any portion thereof, nor VOluntarily oreate or oause to be
created any debt, lien, pledge, assignment, encumbrance 01' other charge havinr priority
to or being on a parity 'WIth the lien of the Note and the Interest thoreon, upon the
Pledged Revenues, except for Obligations Issued with the consent at the holder of the
Note or obligations which are Junior and subordinate In all respeots to the Note herein
authorlzed"as to lien on and source and security for payment from the Pledred Revenues.
J. COMPLBTION OP PROJECT. The City will Immediately dlllburse the
proceeds of the Note to the Agency for the purpose of acquisition and oonstruotlon of the
Project In an economical and etflclent manner and with all practicable dlspatotl.
K. ARBITRAGE.. The City at all times while the Bonds and the interest
thereon are outstanding will comply with the requirements of Section 103(0) of the
Internal Revenue Code at 1954 and any valid and applicable rules and 1'IiUlatlons
promulgated thereunder.
L. NO IMPAIRMENT.. The pledglng of the Pledged Revenues In the manner
provided herein shall not be subJect to repeal, modification or Impairment by any
subsequent Ordinance, resolution or other proceedings of the governing body of the City or
by any subsequent act of the Leglslature of Plorlda enacted atter date of Issuance of the
Note.
M. BNTlTLBMBNT TO GUAJlANTBBD BNTlTLBMBNT FUNDS. The City
will take aU lawtul action necessary or required to continue to entitle the City to receive
the Guaranteed Entitlement Punds In the maximum amount provided by law and will take
no action which wIU Impair or advel'l!llely afteot Its reoelpt of Guaranteed Entitlement
Punds.
SectIon 15.
DBPBASANCB. If, at any time, the City llhall have paid, or
shall have made provision for payment of, the prlnolpal and Interest with respeot to the
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Note, then, and In that event. the pledge at and lien on the Pledged Revenues In tavor of
the holders ot the Note sHall be no longer In effect. Pot' purposes of the preceding
,
sentence, deposit of cash or obligations of the United States of Amerloa or bank
certificates of deposit tully secured as to prlnoipal and Interest by obligations ot the
United States of America (or deposit of any other seourities or Investments whloh may be
authorized by law from tlmll to time and suttlolent under such law to effect such a
defeasance) In Irrevccable trust with a bankIng Institution ot' trult company. for the aole
benefIt of the Noteholder, the prlnolpal of whioh, together with the Inoome thereon, and
the uninvested cash, wtu be sufficient to make timely payment ot the prlnolpal and
interest 'on the Note, shall be considered "provision for payment." Nothing herein shall be
deemed to require the City to call the Note for redemption prior to maturity pursuant to
any applicable optional redemption provision, or to Impair the dlaoretlon of the City In
determining whether to exercise any such option tor early redemption.
Sdatfon 18.
MODIPICATION OR AMBNDMENT. No modification or
amendment of this Resolution or of any resolution amendatory hereot or supplemental
. hereto, may be made without the consent In writlnlJ' at the holder of the Note.
Section ~".' . SBVEBABILlTY 01' lHV ALJD PROVISIONS. It anyone or
more of the covenants, agreements or provisions herein contained shall be held contrary
to any express ~rovt8ion of law or contrary to the polley of express law, though not
expressly prohibited, or against publtc poltcy, or shall tor any reaaon whatsoever be held
invalid, then such covenants. agreements or provisions shall be null and vold and shall be
deemed separable from' the remaining covenants. agreements or provisiOns and shall in no
way affect the validity of any at the other provisions hereof or of the Note issued
hereunder.
Section 18.
AWARD OP NOTB. The City hereby findS, determines and
declares that it Is In Its best interest to Issue the Note contemplated hereby and upon the
conditions set forth herein and In the oommitment lettor reoelved by the City (rom the
Bank. The negotiated sale of the prlnolpal amount ot the Note stated In the title at thls
Resolution Is hereby authorized pursuant to Seotton 218.385, Plorlda Statutes. The City
acknowledges receipt of the Information required by Section 218.385, Florida Statutes, In
connection with negotiated sale ot bonds. A copy of the Bank's letter containing the
required Information Is attached to this Resolution as Exhibit "B".
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8eotlOD 19.
SALB OF NOTB. The Note shall be issued and sold to the
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Bank set forth In thl. Resolution, upon adoption by the Agency and deUvery to the. City
and the Bank of the Agency Resolution In substantially the to~m attached as ExhibIt "A".
Section 20.
AUTHORIZATION
OTHER . NBCBBBARY
OF
ALL
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ACTION. The proper officers of the City are hereby authorized and dlrectect to execute
the Note when prepared and deliver the same to the Bank upon deUvery to the City of the
proceeds of the loan and pursuant to the conditions stated In this Resolution and In the
Bank's commItment letter. The Mayor-Commluloner, CIty Clerk, City Manager, and City
Attorney for the City are each designated agents of the City In connection with the
lsauance and delivery of the Note, and are authorl2:ed and empowered, collectively or
Individually, to take all action and steps to execute and delivery any and all Instruments,
documents or contracts on behalf of the CIty which are necessary or desirable in
connection with the execution and dellvery' ot the Note and which are not inconsistent
with the terms and prOvisions of this Resolution and other actions relating to the Note
heretofore taken by the City.
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Section 21.
RBPEALING CLAUSE. All resolutions or parts thereof of the
City In confilct with the provisloI1l herein contained are, to the extent ot such confilct,
hereby superseded and ..epealed.
Section 22.
BPPBCTIVB DATE. This Resolution shall take eftect
Immediately upon Its passage.
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PASSED AND ADOPTED this 18th
day of July, A.D. 1985.
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Attestt
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CItY ~Clerk
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