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85-66 , ! : I ;' ., . .4 "J , ' , " c, ' , ' , .' >~ l ,"}. ,,'j'; :.~ I , \, 't :' , ';f . . '. ~ ~ ; '" i ~ ~ . . :, j '. . . ; I , @" ..l)l;~~ t'~. . o RBSOLU'l10N NO" 8S--2.i. " A RBSOLU'I10N AWARDING $ 7 .155.000 puauc SBRVlCE TAX AND BRlDGB REVENUB BONDS, ,SBRlES 1985, OF THE crrY OP CLEARWATER, FLORIDA, AUTHORIZING EXECUTION AND DBLIVER r OF A BOND PURCHASE AGREEMENT POR SUCII BONDSI PIXlNG TIIB DATE, DENOMINATIONS, MATVRInBS, INTEREST RATHS, INTBRBST PAYMBNT DATBS, AND RBDBMPftON PROVISIONS WITH RESPECT TO SUCH BONDS; AUTHORIZING USB OF OFFICIAL SlATBMBNTS m CONNBC'nOK WITH THB MARKB11NG OP SUCH BONDS AND OTHBa AcnON m COHNBC110N WITH THB DELIVERY OF SUCH BONDS, DESIGNATING A. PAYING AGBNT AND REGISTRAR, CANCBLLING A POR'l10N OF PREVIOUSLY AUTHORIZED BONDS; AND PROVIDING AN EFFECTIVE DATE. WHBREAS, th.e City or Clearwater, Plorlda (the "Issuer"), has by Ol'dlnance No. 3932-85, duly enacted on April 4, 1985, prevIously authorlzed the [ssuance of not ( exceedlng $15,000,000 PUblic Servlce Tax and Bridge Revenue Bonds, Series 1985 of tlie Issuer; and WHBREAS, the Issuer hereby Clnds that the timing, size and complexity of the financing and the present volatillty 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 privatet negotiated sale; and WHBREAS, the Issuer has received a Bond Purchase Agreement (the "Bond Purchase Agreement") Crom WilUam R. Hough &. Co. and Kirchner Moore & Company, as Managers at the Underwriters (hereinafter collectively called "Underwriter'!), the acceptance of Which the Issuer determines to be in its best interest; and WHBRBAS, the Issuer deslres to appl'ove end authorize use or the OCClclal Statement in connection with the marketfrlg of the Bonds and to authorize the taking ot all other ,necessary action in connection with the delivery oC the Bonds; now therefore, BB IT RBSOLVED BY THB CITY COMMISSION OF THB CITY OP CLEARWATER, PLORIDA: Section 1. Award of Bonds. The Issuer hereby Clnds, determines and declares that the timing and size of the issue and comr;>>lexity of the financing plan Cor 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 fiexlbility to change the maturities, redemption features ,and interest rates necessary to obtain the most favoarable terms in the bond market. The negotiated sale of the principal amount of Bonds stated in the title of thts resolution and In the Bond Purchase Agreement of the Underwriter is Ilerepy authorized pursuant to Section 21a.385, .. /, LKL-07/22/85-56 2A -1873 -1- Res. if 85-66 8/1/85 .' >.~ ~ ~, . ; , " '"' '. G). ~ ," Florida Statutes. The oCrer In tha Corm oC the Bond Purchase Agreement, attached hereto 8S Exhibit !tA!t and made a part hereof, relating to the purchase ot the Bonds Is hereby accepted and such principal amount ot Bonds are hereby awarded and sold to the Underwriter at the purchase price and upon the terms and conditions set Corth in the Bond Purchsso Agreoment. The Issuer acknowledges recolpt or the Information required by Section 218.385, Florida Statutes, In connection with negotiated sale or bonds. A copy of the Undel'writer's tetter 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 Corm, shall be dated August 1, 1985, shall be in the denomination of $5.000 each or any integral multiple thereof and numbered consecutively from one upward, Rhall '. . .. mature on December 1 in the years and amounts set Corth as part of Exhibit A to the Bond, Purchase Agreement and shall bear interest, payable on December 1, 1985 and semiannually thereafter on June 1 and December 1 of each year at the rates of interest set (orth on Exhibit A to the Bond Purchase Agreement. Section :I. Redemption Provisions. The Bonds shall be subject to optional and mandatory redemption prior to maturity upon the terms and in the manner set Corth on Exhibit A to the Bond Purchase Agreement. Section 4. Approval of Offlc:lal Statement Cor Bonds. The use of the final Official Statement relating to the Bonds, in substanti&lly the form 8tteehed to the Bond Purchase Agreem~nt as Exhibit Df and made a part hereof, with such revisions as are consistent with the Bond Purchase Agreement and' as shall hereafter be approvod by the Mayor-CommIssioner and, City Manager of the Issuer, such approval to be evidenced by their execution thereof, is hereby authorized and approved in connection with marketing of the Bond3, and the proper officers of the Issuer are hereby authorized to execute the final Offlcial Statement and to deliver same to the Underwriter. Use of the Preliminary Offl~181 Statement in marketing of the Bonds Is hereby ratified and approved. Section 5. nxeeution of Bond Purchese Agreement and Authorization of .+ 'c I ., , . aU Other Neeeasuy Action. The proper ort!cers 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 slated in the Bond PUrChll5e Agreement. The Mayor- Commlssiontlr, City CLerk, City Manager, and City Attorney for the Issuer are each designated agents oC the Issuer in connection with the issuance .'lnd delivery (if the Bonels, :'.' , " , I' ;; , .:. ..": !::. , ~ \ : ~ ~ \ . . . ~ I f LKL-07/22/85-562A-1B73 -2- I"' '.' I ~ > . /, ;, L, :":', J . \' '\ , ' , \ .~ ."> .~. - ;., ~L '.. >;0. " " . ~ . C ,r.:" ,. I, " ' ,', . '." . , ! .' ;..... " , ; , '/ , , ": i . }, :1 . " ~ ~. . ,,'''~;<',; '. " ,'" (, ", , r ..' . ': . t~,< ,. . ~. ~.. : ':' i'; " ';:;...};:;'< :,..; ~ '/~~;: ::,: ,:i :':,;,::'~ ;,),\\}) 1 " , .' , . \. :j I '\ ,~:!:,'\., ,';"';/;:\ , ' c "',~! '.: c " '\ b~E'~~ '@' 8 and are authorized alld empowered, collectively or individually, to take all action and steps to executa and deliver any and all Instruments, documents or contracts on behalf of the Issuer which are necessary or desirable In connection with ~he execution and dellvery of the Bonds and which are not Inconsistent with the terms and provisions of tMs resolution and other actions relating to the Bonds heretofore taken by the Issuer Including, wIthout limitation, execution and deUvery of any escrow agreements. sale and purchase at Investments, and publication of notice of redemption of any Refunded Bonds. Section 8. Designation ot Paying Agent and Registrar. Plorida National Bank, St. Petersburg, Florida, Is hereby designated and approved 8S paying agent and registrar Cor the Bonds. Section 'I. ParUal Caneellation of Authorization for Unlssue.d . Bonds. Upon Issuance at the amount of Bonds set forth In the title at thIs Resolution, the authorized but unissued Bonds in an amount ot $4,000,000 shall remain authorIzed but ,unissued, and may be issued from time to time upon approval by resolution of the Issuer, and the balance at the authorized but unissued Bonds shall be cancelled. Section 8. Effective Date. This resolution shall take effect immediately upon Its adoption. PASSED AND ADOPTED this 1 st day at August ....J 1985. Attest: .()'.:~~,~, ~D~h cIt;\rlerk . " LK L-07 /22/85-562A-1873 '. -3- " .. , .", ',' . .. . . '.. .., . , , . _____:::~.'1._:~~-.-:'~ _-.::...._ '. o William R. Hou!\h & Co. 100 SECOND AVENUE SOUTH SUITE 800 P,O, BOX 117008 ST, PETERSBURG, FLORIDA 33701.7008 {8131 023-8100 Q August 1. 1985 BONO PURCHASE AGREEtENT $7.155.000 City of Clearwater. Florida Public Service Tax and Bridge Revenue Bonds, Seri es 1985 ", City of Clearwater, Florida c/o the Honorable Mayor and Members of the City Commission Clearwater, Florida The undersigned (the "Underwriters"), hereby offer as underwriters to enter into the f!>llowing agreement with you (the "Cityl'), which upon your acceptar.ce of this offer will be binding upon you and upon the Underwriters. This offer is made subject to your acceptance by execution and delivery of this Bond Purchase Agree- ment to William R. Hough & Co.. 100 Second Avenue, south. Suite 800. St. Petersburg, Florida 33701, on or before 9:00 p.m. Eastern Oaylight Savings Time. on August 1. 1985. 1. Upon the terms and conditions and upon the basis of the representations herein set forth. the City hereby agrees to sell and deliver to the Underwriters all of the City's Public service Tax and Bridge Revenue Bonds, Series 1985 (the "Bonds ") and in the aggregate pri nc i pa 1 amount set forth above at the purchase price of $6.981.~21.34 (or 97.56983% of the par value ther'eof) 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 other~ise be obligations of the nature and type described in and contemplated by the Preliminary Official Statement attached hereto as Exhibit o. 2. As a condition of the closing of the Bonds you will deliver to the Under- writers an executed Official Statement relating to the Bonds in final fonm accept- abl e to the Underwriters no later than the date of closing. In addition to the foregoing, you hereby authorize and ratify the use by the Underwriters of and con- firm the information contained in both the Preliminary Official Statement. dated July 19. 1985. which is attached hereto as Exhibit D. and the executed Official Statement. You further represent that when delivered and paid for by the Under- writer in accordance with the provisions of this Bond Purchase Agreement. the Bonds will have been duly authori zed, executed and issued and wt 11 consti tute 1 ega 1 , valid and binding obligations of the City. enforceable against the City in accor- dance with their terms. 3. On or before August 27, 1985. at 10:00 o'clock a.m.. or'such time as shall otherwise be agreed upon in writing by YOIJ and the Unde1"llr1ters, the closing of this agreement will take place at the offices of Florida National Bank, St. petersburg, Florida, and you will deliver to the Underwriters the Bonds in perma- nent form \all Bonds being printed or lithographed on steel engraved bOI'ders). duly executed. together with the other documents hereinafter mentioned; and the, .i ,. '':l ~ :); ri ~ , " , " j . I ,~I. , I , ~ \. STATe, COUNTY AND MUNICIPAl80NOS - ~~- '. ' ". ...... - .- "- '~-' ..-------...... Ll o o '. City of Clearwater, Florida c/o the Honorable Mayor and Members of the City Commission Clearwater, Florida August 1, 1985 - Page 2 , , Underwri ters wi 11 accept such delivery and pay the purchase pr1 ce thereof in Federal Funds to the order of the City. The above date may be extended and the location of the closing may be changed by mutual agreement of the patties. 4. The Underwriters 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 tile 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 legislatioll shall have been enacted by or favorably reported to or jntroduced in either the House of Representatives or the Senate of the United States with respect to Federal taxation upon reven~es or other income of the general character derived by the City or upon interest r~ceived on notes or bonds of the general character of the BQnds which, in the opinion of Counsel for'the Underwriters. 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 whi chi in the opinion of the Underwriters, makes the Official Statement or the Prel iminary Official Statement in the forms attached as Exhibit 0 contain an untrue statement of a material fact or omit to a material fact necessary in order to make the statements made therein, in light of the ci rCUlnstances uncf~r whi ch they wer,e made, not roi sl eadi ng. 5. The obligations of the Underwriters to take delivery of the Bonds and to pay the purchase price therefor is contingent upon and subject to the Underwriters receiving the following prior to closing: (a) The unqualified approving opinien of Livermore Klein & Lott. P.A.. Bond Counsel to the City, dated the date of closing and substantially in the form included as an appendix to the Preliminary Official Statement. (b) The opi ni on of Franci s X. Kowal ski. Jr.. Esqui re. Acti n9 Ci ty Attorney. dated the date of closing, addressed to the Underwriters, in such form as shall be acceptable to the Underwriters to the effect that: (i) the Bonds and this agreement have been duly authorized, executed and delivered by the City and constitute valid and binding obligations of the City enforceable in accordance with their terms; (11) the Preliminary Official Statement has been duly approved, executed. ratlfi(~, and delivered by the City; (iii) to the best of his knowledge, the information contained in the Official Statement and the Preliminary Official Stlltemellt is true and correct in all material respects and such documents do not contain any untrUe! statements of material fact and do not omit to state any material fact required to be stated therein or necessary to make the, statements made therei n, in 11 ght of the ci rcumstances under whl ch they were made. not misleading; (iv) except as may be set forth in the Official Statement, there is no 1 itlgation, ~drn1nistratiYe proceedings, or investigation before or by any court or other publf c agency, ei ther pendi n9 or threatened a9ai nst the Ci ty. wherei n an I' .-a::. _--4...4bill....4~~~~_ " :.~~7]~~~<~7,~~:'~:',',.~,:-' "n ~....'. . ~ .... _ . . :._ .T, :-j...'.....r . . .)., '- . <'. ':'~ . .. . > ~ ....~.. ' . .........~ ~n_~................ . '.' ~ ~ e ~ . ' . " ~ City of Clearwater. Florida c/o the Honorable Mayor and Members of the City Commission Clearwater. Florida August 1. 1985 M Page 5 , , .' '.......... with the provisions of this Bond Purchase Agreement. the check may be retained by the City as and for full liquidated damages. and neither party shall have any fur- ther rights against the other. 12. This Bond Purchase Agreement is made solely for the benefit of the City and the Underwriters, and no other party or parties shall acquire or have any right hereunder or by virtue hereof. All of your representations and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect regard- less of any investigation made by or on behalf of the Underwriters dnd shall sur- vive the delivery of the Bonds. WILLIAM R. HOUGH & CO. KIRCHNER MOORE & COMPANY By: Vice President Accepted by the City this 1st day of August. 1985 CITY OF CLEARWATER. FLORIDA , , ':. ~. / ~ '. By: Mayor-Commissioner . c , .,.". ", Countersigned: City Manager , ! ~: c' I: . Attest: ,t. ~ ~ ,: . ~~: " . ,'~ . . ,~,. t" " .t , , , ", I' City Clerk '. . " .' .. .~'. I . . ~'.," .' '0-' ~ {~..: Approved as to form and correctness: .... '. ~ .' ~. ..\ , " " . ~ c. .' . '.<:.l":::: ;':,\ -:> . ~.:.; -;' .' . ~ '.\ . '. ~ . 'i:,:,~; ,.'< /:' ~\-:")::;';~I\\ I,'" ' (~..' ~ \..,:~;l '. (0. I ..' " \ . '.': ~ . " " ':t:.' '\.';?:? ;,;:~ . I ~ ' . <.' ~: . It, ...; , ~: :: c City Attorney .,;" 'W! ",~,_.Io-_ ~._........ . ~ t7) o ~ C I EXHIBIT A $7,155,000 CITY OF CLEARWATER, FLORIDA PUBLIC SERVICE TAX AND BRIDGE REVENUE BONDS, SERIES 1985 Maturities and Interest Rates: .... ....~., I Date Principal Interest Date principal Interest ( 12/1 ) Amount Rate (12/1 ) Amount Rate 1988 $340,000 6.000% 1993 $475.000 7.750% 1989 365,000 6.375 1994 C 510,000 8.000 1990 385.000 6.875 1995 550.000 8.150 1991 410,000 7.125 1996 595,000 8.300 1992 440,000 7.375 1997 645.000 8.500 1998 700,000 8.750 $1,740.000 9.125% Tenn Bonds due December' I. 2005, Price 100% Optional RedeMPtion " I "l The Bonds may be redeemed prior to their respective maturities on or after December 1, 1995, at the option of the City from any moneys legally available therefor. in whole at any time or in part on any interest payment date at the re~ demption 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~ . " " ,", ," . 1 " ',., .1 . ~ *. Redemption Period (dates inclusive) December I, 1995 to November 3D. 1997 December I, 1997 to November 30, 1999 December I. 1999 and thereafter Mandatory Redemption . The Term Bonds maturing on December I. 2005, are subject to mandatory redemp~ , tion in part prior to maturity by lot on any December 1 on or after December I, 1999. at the prinicpal amount thereof (without premium) plus accrued interest to the date of redemption. As and for the mandatory redemption of the Term Bonds, the Amortization Installment required to be deposited into the Sinkfng Fund Account shall 'include amounts, sufficient to redeem on each date of redemption the pr1nfcpal alllOunts of the Term Bonds set opposite the yoar as follows: Redemption Price 102% 1011. 100% I 'f", .......~ , f < ~. I ~ . ",' i . .... t r I ," , \ C , " .,":/' ',,',': :I:,;,~',.', " ~i;c:; ,.,(;'1 ~ '; I oil. " . '" 1 ;,' ; .t'. . , . , .. .' '.. L" "~I ... ~ . . Amount . t'"' l' c Date of Redemption December 1. 1999 December I. 2000 Oecember I. tOOl December 1. 2002 December 1, 2003 December 1, 2004 December 1, 2005 (maturity) , $ 85,000' 90.000 100.000 100.000 110,000 125,000 1,.130,000 ".;.: .~. '.. .-; 1 -;. . . . '. ,~. ." : - . ~ \ , " ~ ..., "\ .. ._.....~_.~ . :. .' ~ . , " ~ ) o e " EXtUBlT B 1. Itemized'List of Expenses 2. No compensation is to be paid to anyone to act as an intenme~1ary between the City and the Underwriters. 3. The expected Underwriters' spread 15 $24.3017/$1,000 original princ1pal amount of Bonds. ~. The expected management fee to be realized is $5.00/$1,000 original principal amount 'of Bonds. 5. No fees or bonuses are to be paid by the Undel'writers. 6. The Underwriters are: (b) (c) (d) ( e) '. '. , . (f) e (g) (h) (1) (j) , , 'c , ..~ ,t " , . " .. , ,,~ I ~. . , I' ~ t: ~; 4~ '. ". . , ., .: . :' ,.. "J' ...... f.~:. ... . ~ . ~ ~ . - : r',' ,;:",;;;~, J,'c;!J , ". ,f "! '. I '\ ~t::,.:",~, .'; ;'.,:ji:, , . ," \. .. ,<, 1 ':~"". <~,., i. ~~ . ~.. ,t, l,j~: ~ ;'~ , ' , . (a) William R. Hough & Co. $983.00 Kirchner Moore & Co. $1,259.96............... $ 2,242.96 $ 3,577.50 $ 345.20 $ 3,000.00 $ 2,987.00 $ 7,155.00 $ 4,500.00 $ 1,032.00 $ 1.579.00 $15,000.00 Out~of-pocket: Clearance and handling ...................................... Cus1p, HSRB, PSA ,........................................... Munifacts ................................................... Closing and Federal Funds ................................... Underwriter's Counsel ....................................... Re-rat1ng of Refunded Bonds ................................. Good-faith Check .............................~.............. A~yert1s1ng .....~........................................... Computer ....................._.............._.............~. t.. William R. Hough & Co. Past Office Drawer 1051 St. Petersburg, FL 33731 (813) 823-8100 Kirchner Moore & Co. 717 Seventeenth Strp.et Suite 2700 Denver, Colorado 80202 (308) 292-1600 '... - -.- ~ -. -~-_.-.... " " . , e Gt EXHIBIT C Esti~ted Costs of Issuance c, , . >. Bond Counsel ....... ... .................... ..... ..... $14.310.00 Bond Counsel Expenses .............................. $ 4,000.00 '.: Tax Counsel ............................,........... $ 7,155.00 .... ~" ,.1 _..,. Accountant ......................................... $ 4,500.00 Insurance P~emium (payable at closing) ............. $95,200.00 Official Statement (printing and distribution) ..... $11.000.00 Bonds (printing) ................................... $ 3.500.00 Bond Ratings Payin~ Agent I Registrar Acceptance Fee ..~......... .. .... .................... ...... ....... $ 9,500.00 CPA Escrow Verification ............................ $ 1.500.00 $ 5.000.00 $ 1,OOC:~OO $ 3.892.48 C1ty.s Expenses ............................D....... ... ,. ' Contingency ........................................ '. " , ,'!" '~J . . .C\/.. . : ~ . ~ . ~.' ~ t" . . .,"," . , ;~~. '.\,'. '. ,. ...: :: >\~.,.;>,.:~~..~, .'," . " '". :. ~ "'~ '. '" "i,' ~ . . C~" . "I > ry",lt:: ~ /~ l . ~ . ~~ I. . . ,: ., ~ ~\~ ,;:: , r "Oi'< , .~ ,', '.'~,' ,I :'. ~ .' .", ,.,',;::} {l ,~~... ,. ';. . t . ~ , \.~ .. J~'.I~"+...~.. :d.~ .tr ~, \, ..;,> :''\'. ." .'i,l, ,i "\ i\ ~,jH\,'fCs,f::';; . ' ...". '. . "'f ~ ~ .' ...... .) " " ~ ~: :~:::~:' , ~ ~' . "