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85-88 " , to ~t ~ RES 0 L UTI 0 N No. 85-88 A RBSOLUTlON PROVJDING POR THB ISSUANCE OF A $4,200,000 WATBR AND SEWBR RBVBNUE BOND AN'MCIPATION NOTE, SBRJBS 1985, OF THB Crry OP CLEARWATER, PLOmOA, IN AN'I1ClPATlON OF THB aBCIDPT BY THB CITY OP THE PROCBBDS PROM THB SALE OP ITS WATBR AND SBWnR REVBNUB BONDS, SERIES 1984-1. AWARDING AND SBLLINO THB NOTES. AND PROVIDING AN EFPBCTlVn OATH. BB rr RESOLVED BY THE CITY COMMISSION OF THB CITY 01 CLBARWATER, PI.ORIDA: SBCTlON L AUTRORITY POR THIS RBSOLU'nON. This resolution Is adopted pursuant to Sectlon 215.431, Florida Statutes, snd other applicable provisions or ~l law. SBCTlOH 2. FINDINGS. It is hereby ascertained, determined and declared that: '" t t" f~ ; A. 1t has heretofore been determined that It Is necessary and desirable to acquire and construct additions, extensions, and improvements to the water and sewer system (the "System") oC the City or Clearwater, Florida (the "City"), more specfCfcally defined in the Bond Ordinance hereinafter mentioned (such Improvements being herein called the "ProJect"~ ( \c B. The City has heretofore by Ordinance No. 3674-84, duly enacted on > , August 2, 1984, as amended and supplemented (the "Bond OrdlnancB"), authorized the issuance or not exceeding $43,000,000 Water and Sewer Revenue Bonds, Series 1984 (hereinafter caUed the tlBondstl), to finance the cost of the Project and the refunding or certe.in outstanding obligations of the City (the tlRefunded Bondsll). On November 15, 1984, the: City issued $8,210,000 principal amount of current Interest Bonds and $4,840,44.7.45 Original Principal Amount ot Capital AppreciaUon Bonds (together, the IJOutstanding Bonds"), and there remain authorized but unissued $29,949,552.55 principal amount of Bonds (the "Unissued Bonds"). At the time or anticipated sale of the Unissued Bonds, the City will be able to comply with the requirements of Section 16R or the Bond Ordinance. 'Therefore, the Unissued Bonds and the Interest due thereon, when Issued, will be payable solely from and secured by a prior llen upon and pledge oC the net revenues derived by the City from the operation at the System (the "Net Revenues"), on a parity with the City's Outstanding Bonds. C. It is necessary and urgent that funds be made immediately available In order to provide money for the acqulsltlon and construction oC the Project. The principal of and Interest on the l~ote to be Issued pursuant to this Resolution wlU be payable solely " ~ . j," . ", " , /I ,',: ":J':::;"\ . , '< " LKL~10/07 /a5-a36B~1250 Rov.lO/IO/S5 Rev.IO/U/S5 ~1- 10/17/85 Rea. 85-88 ,I , ,. . ...... ~ ... . ,J , ' L ... .- - - --:.~~~":.....~- -' .:~:..~- . -' " .... <i' G)' " from and sccured by a prior lien upon and pledge of the proceeds derived from the salo of the Unissued Bonds and, if necessary, from a lien upon and pledge or the Net Revenues. Such plodge of Net Revenues, however, shall be Junior and subordinate to the pledge and lion thereon to secure paymen~ of the Outstanding Bonds. D. The City has round that it Is necessary and desirable to sell tho Note at , private, negotiated sale, and has received a commitment to purchase the Note Crom Sun Bank/Suncoast, N. A., St. Petersburg, Florida (the "Bank"). SECTION 3. RBSOLUTlON TO CONSTITUTE CONTRACT. In consideration of the Mceptance of the Note authorized to be issued hereunder by the owners from time to time, this resolution shall be deemed to be and shall constitute 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 benefit, protection and security of the legal holders of the Note. SBCTlON 4. AUTHORIZATION OF NOTES. Subject and pursuant to the provisions of this resolution and in anticipation at the sale and delivery of the Unissued BondEl, a Noto or the City to be known as "Water and Sewer Revenue Bond Anticipation Note, Series 1985" (herein sometimes reterred to as "Note"), Is hereby authorized to be Issued In the principal amount of Four MUlion Two Hundred Thousand Dollars ($4,200,000). SECTION 5. DESCRIP1'lON OF NOTH. The Note shall be dated as of Its " I. date of issuance. shall mature ell!ven months from its date of issuance, shall be In fully registered torm, and shall be issued in a single denomination of $4,200,000. The Note shall bear interest Crom its date at the rate oC 5.7096 per 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 sUbjl!ct to adjustment as follows: (i) Chanita In Maximum Marjtlnal Federal Income Tax Rate on Corporations. In the event that the maximum federal corporate Income tax rate on taxable Income of corporations shall, durlng any period with roopect to whlch Interest shall be accruing on the Note, be other than forty-slx percent (4696), the interest rate shall be the product obtained by multiplying 5.7096 by a fraatlon, the numerator of which shall be one hundred (100) minus a number equal to the then applicable maximum Cederal corporate income tax rate p-arcentago and the denominator oC which shall be rlrty~four (54); such product shall be rounded to the nearest one-tenth oC one percent and shall be reCerred to herein as the "Adjusted Int,erest Rate"; provided, however, that the Adjusted ~nterest Rate shall never ; ',: .. ., " i t, ":., , \ LKL-10 /14/85-636 B-125 0 -2- ...... T ~.". ,!. .. ......ma.. _ _ "'IE'.....,- ~- ___...... .d!l.. ______ " , " .' . '"',. , , 0, I,' . ... ,; ; . ," . '. ~ ,.' ;~: j \' ~ ~,~~.. ~ .co';} ~ ~. , : I "~ -..1:..: ; ~ ~ . . '. .". , I . . ' . , . @ ~ ~ be adjusted so as to produce 8 rate at Interest on the Note which Is greater than the limitations in the second sentence In this Section 5. (U) Partial TaxabUlty. (1) If any change in law or the interpretation theroot occurs hereaftor and, as a result thereat, any holder or former holder ot the Note determines, in its solo discretion, that such change wlll re~ull In (1) a disallowance, elimination, reduction, dlsqualltlcatlon or loss of right to claim any deduction or credit tor federal, state or local tax purposes of the holder or of any atflllated group of which the holder Is or was a member ("Loss"), and/or (2) the Imposition ot any preterence, minimum or other special tax under the federal, state or local tax laws ("Tax"), and such Loss or Tax Is directly or Indirectly related to the holder's ownership of the Note or the receipt or Income theretrom, then the City alSrees 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 as a result of such holder's receipt of such sums (InCluding, without limitation, auy tax arising from a reduction In an amount which would otherwise be allowable as a deduction) will maintain holder's after-tax economic yield resulting tram the holding at the Note at the same levels which would have been realized If such change In law or interpretation thereof did not occur. (2) All calculations oC the holder's aCter-tax economic yield and overall net after-tax cash nows shall be determined on the basis of the assumptions that (l) the holder would have realized the assumed tax benefit ot the deduction or credit it such change In law at interp,retation thereat did not occur and (11) the holder has marginal federal, state and local corporate income tax rates which are the highest marginal rates Imposed by the laws applicable to the holder. The Note shall be payable as to principal upon presentation and surrender at the office ot the Note Registrar, and shall be payable as to Interest by check or draCt mailed to the holder at Its address on the }iote Register. Interest on the Note shall be payable quarterly at the end of the third, sixth and ninth months after date ot Issuance of the Note and at maturity. The Note shall be redeemable prior to its stated date or maturity, at the option of the City, In whole but not In part, without penalty, at any time atter the period ending seven months atter date of Issuance of the Note, or at any time after any adjustment to the Interest rate tak~s erCect under Section 5 (I) or (ll) here or. LKL-I0/14/85-636B~1250 -3~ ~ ~~~ 9 . ~ T ... ',:"\ -~~- ...-.... -.----... . . . @ ~' ~ Section 8. BXBCUTlON OF NOT& Th:'! Note shall be executed In the " namo of tho CIty by the Mayor-Commissioner and City Manager and attested by the City Clerk, and approved as to form, sufficleney and correetness by the CIty Attorney, by their manual signatures, and the oftlclal seol of the City shall be offlxed thereto or reproduced thereon. The Certitlcate of Authentication of the Note Registrar shall appear on the Note, and no Note shall be valid or obligatory for any purpose or be entitled to any security or benent under this Resolution unless such certlflcate shall hove been duly executed on the Note. ' The authorized signature tor the Note Registrar shall be manuaL In case any oCncet' whose signature shall appear on the Note shall cease to be such officer before the dellvery of the Note, such signature shall nevertheless be valid and sufficient for all purposes the some as If he had remained in office until such delivery. The Note may be signed and sealed on behalf oC the CIty by sueh person who at the actual time or the exeeution oC such Note shall hold the proper office wIth the City, although at the date or enactment of this Resolution such person may not have held such oCClce or may not have been so authorized. '" ,..' ,: -., : \' Section 7. NBGOTIABlLI'fY. 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. Section 8. RBGISTRA'nON, EXCHANGB AND TRANSFBR. There shall , ; . ~ be a Note RegIstrar tor the Note which shall be the City's Director of Plnance. The Note Reglstl'ar soall maintain the registration books of the City and be responsible Cor the transfer and mechange 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 number or 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 or the trust and the name ot the trustee. No transfer of the Note shall be effective until entered on tho registration books maintained by the Note Registrar. Upon surrender for transfer or exchange or the Note, the City shan 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 now 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 ," ... " .} t , I, :. r. " ~ . ~ r' .. . ~ ; 'I " . . , ' I',. . 5' ': IC,. , '. . j.,..... r < > ,.... .. >,': ..~. , ., " ~';\';,L.;>:. i, c1,. ' :'-.. .... \. I . ~ ; ..: .} t .. ........ ~ . " . ;' . . Li{L-10 /14/85-636B-1250 -4- ".r' I... ," ;'. . I, " ,.": , ~~.--~" -',-, ' , , ,'. ~~"""'....~'~..-;<'..~' " ", ': ;::fi7l~,;~}~1'(:<r,<: ' . ..l~."H. .~.'a.t."1",,"r...,.'.. __':'-~____.1.~~.'-_ 0.". . ~ . . ,..' .,. .l..~"'~,>': : '.,I~~>I).'>~"}, , \ ' .., ,. .. . T' ~ ~ \,,': ::,: / ,\ '., ~ . .,. . . ~ :~. ~'.' . '~'n~' , ! " ~ ~ I'!!!\ ~ " , ' amount suCllclont to reimburse them for their reasonablo fees Qnd for any tax, foe, 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 dellvered The Note, when presented for transfer, exchange, redemption or payment (If so required by the Note Registrar), shall be accampanled by a written Instrument or instruments of transfer or authorization for exchange, In form and with guaranty of signature satisfactory to the Note Registrar, duly executed by the registered holder or by his duly authorized attorney In fact or legal representative. The Note, when 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. Any new Note dellvered 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 beneflts hereof to the same extent as the Note surrendered. .' , I' .' ~~. ~-- . '. The City and the Note Registrar shall treat the registered owner of the Note as the absolute owner thereof for all purposes, whether or not the Note shall be overdue, and shall not be bound by any notice to the contrary. Section 9. NOTH MUTU..ATBD, DESTROYED, STOLEN OR LOST. In I' . case the Note shall become mutilated, or be destroyed, stolen or lost, the City may In its discretion Issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolcn or lost, in exchange and, substitution for such mutilated Note upon surrender and cancellation of such mutilated Note or in lieu of and substitution for tht! Note destroyed, stolen or lost, and upon the holder furnishing the City proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and condi- tions as the City may prescribe and paying such expenses as the City may incur. The Note so surrendered shall be cancelled by the Note Registrar. If the Note shall have matured or be about to mature, instead of Issuing a substitute Note, the City may pay the same, upon being indemnified as aforesaid, and if such Note be lost, stolen or destroyed, without " , " } , ~ ~. :, '." f"':: ~ c~ I .;. surrender thereof. ~.' '.~. c . .; "j ,.' . Any such duplicate Notes Issued pursuant to this section shall constitute original, additional conu'actual obllgations on the part of the City whether or not the lost, stolen or destroyed Notes be at any time found 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 Note Issued hereunder. , i <' ~ ~ ' . " .,: 'f'" ... . ~ .' , . , ' LKL~10 /14/85-636B-1250 -5- ;, I " , " .,. '~~"i;~~t~~~~~rr~'"-~'''.. __ . .. t \ _ . . .~'. ',: '. ~.... . T.., ~ ~: .'," ~ \,. '. I' ~, ~ . , , i . f" "I' .- ' .'1," \,' i "'_ 1'" !' . ~' I: " '.. "'. ~ ' '! '. ' , " , ' " '. ' " ,/ , "'r" ~, .," \ '. ~ . '<\/:.'1 ", . : ',: ~c:_ .': Pi: ,., 'OJ ,~{\.:;..;/) ~<. '~c :: 'I"~.:t . ~ . " . :", :."~:.,. ~" '.. '.' I" I' . '~\:.,~." '.::::'. "r'.(< ,: ii:}'f!'\~t;:(~;'}'~ f......,..., .~.,\{.,'l ",.J (:~:>l::~~;,.~/':f V;,:'{:~/ ,-,t ,,' ,.'., '...n,' ,.. II ~""L\r ~~ .', f .~{ ~ '~'i.4t.l~ ~:!Jr!a~~1l. ~~"q_t\\/~}./ '~f~d,'"i'.t,;~';;J'~) . ~ ~ J, . .' '~.,." '.'."'<: '. .' "f '. ." . '/'.. ~~}" . . " ,( '. .,'!. " " . ~ .' I . '. ~ ':r., ~ e '8 Beotlon 10. POIIlM OP NOTE. The text of the: Note and the Certlflaate. of Authentloatlon IIhaU be In substantially the form with such omissions, InBertlons and variatlons as may be neoessary and desirable and authorized and permitted by this Resolution or by any subaequent resolution adopted prier to the lsau.ance thereof, 81 tollows. .'; "c , :>11' .<< . '.. '.' ~ .! " , . LKL~10/10/85~836B~i2S0 ,-6~ . i ,\ '.' ,...Icll 'f " ....: ~ "'. ", <') " , " ... ...~ ,~ . , ~. .... --.-.....-.'.. . .. ~ I , e ~ 'W \', (Porm of Note) , i ~ ~ i' No. R~1 UNlTBD STATB8 OF AMBRICA STATB OF FLORIDA crry OP CLBARWATBR. WATER AND SBWBR RBVBNUB BOND ANTICIPATION NOTE, SBRIBS 1985 $4,200,000 RelJlstered Holdel't Bun Bank/Suncoast, N.A. P.O. Box 12019 St. Petersburg~ Florida 33733.2019 Principal Amounb Four Mllllon Two Hundred Thousand Dollars , . , , KNOW ALL MBN BY THBSB PRBSBNTS, that the City of Clearwater, Florida, a municipal corporation of the State of Florida (hereinafter called "Clty"), tor value received, hereby promises to pay to the Registered Holder Identified above, the Principal ..... \, ,. --, . . . Amount shown above, on , 1986, solely from the revenues herelnetter .' mElntloned, and to pay sololy from such revenues, Interest on said sum from the date of this Bond or from the mODt recent Interest payment date to which Interest has been paid, at the rate of fIve and seventy hundreths per centum (5.7096) per annum, subject to adjustment as provided In tho Resolution hereinafter mentioned. based on a 360-<lay year, until the payment of suoh principal sum, such interest payable quarte~annually on , and at maturity. The prlnc[pal of this ---' , . Bond Itl payable upon presentation and surrender hereof at maturity, at the office of the , Director of Finance of tho City (the "Paying Agent") [n City Hall, Clearwater, Florida, or at the ofUce designated. tor such payment of any successor thereof. The interest on this Note, when duC! and payable, shall be paid by check or draft mailed to the Registered Holder, at his adt1res:I 8tJ It appears on the Note Register, at the close of business an the Interest payment date (the "Record Date"), irrespective of any transfer of this Note subsequent to such Reoord Date unless the City shall be In default In payment of Interest due an 8uch Interest payment date. In the event of any such default, such defaulted . Interest ahllll be payable to the pe~on In whoee name such Note Is registered at the close ot buafneaS on a special record date for the payment of defaulted Interest as established by notloe maned by the Note Relflstrar to the Registered Holder not less than fifteen days preceding suoh special record date. Such noUce shall be maUed to the person In whose name suoh Note Is registered at the olose of business on the fifth (5th) day pr~cedlng the ,', I: ., . ,.;' 1 .~: j ,'" " I. "" t I ,. I.' , ":,," \"-; : " ' : '.' '.) ~" ~~", :"" . . ~ ;,::,i':: ... ' . ~'! . '. . ,~.' I,. ,\ <,:,<!:':~,:~::: ~..::; '~~';, ;.:;"""1:';':'\ ~\"{;( . ' ',';:.::J " LKL~10/10/85-636B-1250 -7~ .. .1 ,'~ 'j .&......L~ , \' '" ~ e> .. date at malllng. All amounts due hereunder shall be payable In any ooln or currency of the United States at Amerlcll, which Is, at tho time of payment, legal tender for the pmyment at publlo or private debts. This Note hIlS been Issued In anticipation at the reoelpt by the City or the prooeeds tram the sale of not exoeedlng $29,94.9,552.55 Water and Sewer Revenue Bonds, Series 1984~1 (the "Bond II") of the City, to finance the cost of the acquisition and construotfon of addltlons, extensions and Improvements to the Water and Sewer System (the "System") of tho City (the "Project"), pursuant to the authority of and In full oompllance with the Constitution and laws of the State of Florida. Including partloularly Section 215.431, Florida Statutes, and other applicable provisions of law. and pursuant to a resolution, duly adopted by the City on October 17, 1985 (hereinafter called the "Resolutlon"), and Is subject to all the torma and conditions of suoh Resolution. This Note Is a special obligation of the City paYOoble solely from and seoured by an Irrevocable lien upon and pledga of the proceeds derived by the City from the sale of the Banda (the "Pledged Proceeds") and, If necessary, a lien upon and pledge of the Net Revenues derived by the City from the operation of the System; such lien and pledge or Net Revenues, however, being Junior and subordinate to the lien In favor of the holders of the City's outstanding Water Bnd Snwer Revenue Bonds, Series 1984, all In the manner provided In the Resolution. This Note does not constitute a general obligation, or a pledge of the faith, oredlt or taxing power at the City, the State of Florida or any politloal subdivision thereof, within the meaning of any oonstltutlonal or statutory provision or limitation. Neither the State of Plorlda nor any political subdivIsion thereof. nor the City shall be obligated (1) to exercise ItlS ad valorem taxing power or any other taxing power In any form on any real or persona! property In the City to pay the principal of the Note. the Interest thereon 01' othe!" costs Incident thereto or (2) to pay the sOome from any other funds of the City, except from the Pledged Proceeds or the Net Revenues, In the manner provided herein and In the Resolution. It Is further agreed between the City and the Regtstered Holder ot this Note that this Note and the Indebtedness evidenced hereby shall not oorwtitute a lien on tho ProJeot or any other property of the City, but shall oonstltute a lien only on tho Pledged Proceeds and the Net Revenues, In the ma'nner provided In the Resolution. Reference Is made to the Resolution for the pl"ovlslone relating to the security of this Note and the duties and obligations of the City. . , : \. < . " . ~ i 11 ~? , , ~'1 , " " ': I . ~ .. ", jf -8- . , I" ", '\ ~ "J '1'."':~ "", .': l.,': :;:":\ . "',. > 't'c LKL-10/10/85-6368-1250 , ; . . \ '; f \- , . '.!. .' I . .'. j .. ~_~.......___ .... . ..... ~, '# ..._...... ........._.~ I .+On . . '.............0 ~... _.T....~ '.' " ..,.....u._.._..~~;'cJf_.-,~0?";~.,. ',:." ..................... . _ __........;;;; _ ------....1.......:::..::~.:..::_:_ ........-_. ......__ ,.,..,. '.' ~ ~..... > ........ :".~4 , . n-\ ~.1 "" ~ It the date tor payment of tho principal of or intereat on this Note shall be II. Saturday, Sunday, legal hollday or a day on which banking Institutions In the City ot CleBl'wator are authorized by law or executive order :0 clolle, then the date for lIuoh payment lIhall be the next lIucoeedlng day which III not a Saturday, Sunday, legal hollday or a day on which, lIuoh banking Institutions are authorized to cIolle, and payment on such date shall have the lIame foroe and effect as If made on the nominal date of payment. It Is hereby certified and recited that all acts, conditions and things required to exlat, to happen and to be performed preoedent to !lnd In the Issuance of this Note exist, have happened and have been performed In regular and due form and tlme as required by the laws and Constitution of the State at Florida applicable thereto, and that the Issuance of this Note does not violate any constitutional or statutory limitations or provlslonsl Except as to requirements for registration, this Note shall have the qUalities and Incidents of 0. negotiable Instrument under the Uniform Commercial Code ~Investment Securities of tho State of Florida. . '1" 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 authorl7.ed In writing, at the above-mentioned offIce at the Note Registrar but only In the manner, subject to the limitations and upon payment of the charges provided In the ReSOlution, and upon surrender and cancellation of this Note. Upon such transfer a new Note of the same maturity and rate of 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 provlolons of the Resolution. This Note may be transferred upon the registration books upon delivery to the Note Registrar of the Notes, accompanied by a written Instrument or Instruments of transfer In form and with guaranty at signature satisfactory to the Note ReglstrarJ duly executed by the Registered Holder of the Note or his attorney-In-tact or legal l"epresentatlve, containing wrItten Instruct 10M as to the detallJ of the transfer of such Notes, along with the social security number or federal employer Identlfloatlon number of such transferee and, If such transferee Is a trust, the name and social security 01." federal employer IdentifIcation numbers of the settlor and benoflcl8l"les of the tru!lt, the federal employer Identification number and date of the , , " I < >\" ': \ I I '. ~ . ,. . , . . ~. t. , I trust and the name of the trustee. The City or the Note Registrar may oharge the Reglot"red Holder at suoh Note for overy such transfer of the Note an amount sufficient to reimburse them for their reasonable tees and any tax, fee, or other governmental .' ~ ~ .. .. ~ '. . " '. ~ ;. ~, ~.. ' .,,, c.... \ .,'. .!:.,I. ;~'t": ~y.c< .;.II~: ~~.,f':~:; ~.'/ ~;: : .' ."',.' ') t J.~ ".~, \ ", . ,\".:~, :)'-:,:,.' . .. \ LKL~ 10/1 0/85-636B-1250 -9- '. " , ' - ~~ LIlo..... .- u&4lll~ ........d. c~._., ,__.c.. ~..- "'~~ ......-:~~'P;:l~~~r,.;;+~i;~~:;....~. , ......-~l......_..t.t'-~~~~:.:E........I;.......... .,.....,.. . '... '.':~:~;i3~f.~~~'~:_, ~:: : '., - .: . . ........ I~ . T"...... '_'''-:1' ~', .~---JJ...._a..................... ,~:~.h~~r }~~.:;'~ /.::..,~:~~ . . _'_~'''~.r.''",-_ "~-~~_.----.''''~''..''''''~I_----''--'''''''''Ir.~..~.~ ...........O<~~u.__~..... ~ ...._............~.....,..,.'..... ~.. ...., , " " ':'f I. - -_..~ ,. ~__~_.___ .'7_ .-7.... '..... __-'-~-__ . \ ' " .' \,': ',' "j" . . " ~. .... ,r_ . J," " . ,I ,,' . fJ (.'. '!. ,. ' . 't' ~ ii.' I .' . '.' , . c . . . " (, " ". ::. . !. ,..,-, l' I' C " . .. ~', >' I , . . ~ . , . J-, 't,c";>"; .'" . "/,1 .>; :.'. ." . ,"+ ,... I : '..: ') '\',:;, : ,{,~\'/:::::Jj.i{j ,,", '...... y \ .. .) "~,t~';;;\\;~:/'i , '~"'.<.;:t.~: >. c ~ ;".: 'c . .' , e e charge required to be paid with respeot to such transfer, llnd may require that suoh charge be paid before any such new Note shall be delivered. The City shall deem and treat tho Registered Holder hereof as the absolute owner hereof (whether or not this Noto shall be overdue) Cor the purpose of receiving payment of or on anoount of principal hereof and Interest due hereon and for aU other purposes, and the City shall not be affected by any notice to the contrary. This Note shall not be valid or become obligatory Cor any purpose or be entitled to any security or benefit under the Resolution until the cerUrlcate of authentl~ caUon endorsed hereon shall have been duly signed by the Note Registrar. IN WlTNEBS WBBRBOP, the City of Clearwater, Florida, has issued this Note and has cauDed 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, impressed, imprinted, . lithographed or reproduced hereon, as of October ---J 1985. CITY OP CLEARWATBR, FLORIDA (SEAL) ATTEST: By: City C~rk By: Mayor~Commissloner By: al ty Manager Approved as to Form, Sufficiency and Correctness: , City Attorney , ; \- . LKI.r:10/10/85-636B~1250 C';, '';,' '1\ ~10- , , ... '>f" > ... ~ _____.,___.::IL,:......._~~. ____.... . " .,.... 0.. \, ,j , \ , ,. " I ~ ~~. , I .', . \ (, ,.' ,I . . , .'. ~.. '>~'. .;~- . ~\ " .... ..... '.. " ,~ -F' . , , " , , . ~ . > " " > ,".: 1.~ . " , , " ',' '01' c . . + .'~ . . . ,'. : . i: . .~. ;.. I., >. ~I '. , '!, , , :,. . '.1- I ~ ,. :}"", : ,:',': <)~: j' ~::.-'~ <~ .."~ . .~.;. ,','}:\ '. I , , ',),>~,~ \",: ::.': ,\",;,~,:I,,<:.J ,i)!:':) ',,\,L: ':i i);;):;.j;,,[,i}; P,i:,,;.". ",\;.'I'~'!V. 't ';',: :, ~ ~ \,1' :'(3',1 JI1~r~:/\~~~:,!f~, ...,....: . \ . ~ -I- . c '. f ~. . : " ' , , e e CBRTIPICATB or AUTHBNTlCATlON OP NOTB RBGlSTRAR This Note hu been duly authorized by the undersigned. The' Interest rate, due date, relrlstered owner and principal amount shown above are correot In all respects and have been reoorded, along with the applloable federal taxpayer Identification number and the addresa at the registered holder, In the Note Register maintained at the prlnalpal office ot the undersigned. Date ot Registration and Authent1oatlona ;, ,c, .I J '.\ , " " .' 'LKIrl0I10/85~638B-1250 . " . . ,-' . ~ " Recfstrar BYI Dlreotor of Finance City ot Clearwater, Plorlda -11~ ";')~I,:'._:[~~~fsr,~_~.~,.~,~.~.i,:.~,:~,f~}::E7~V>'::,0;::!;;?;'~li~',::C:.~: ... . ... ~.- .._.....:.. ~-".:.~--------.... .... @ c , , . \ , " ABSlGNMBNT roR v ALUB RBCBIVBD, the underslrned " (the "Transferor"), hereby sella, usllJ1ls, and transfers unto (Please Insert name and Social Socurlty or Pederal Employer Identltlcatlon number of assignee) the within Note and all rights thereunder, and hereby Irrevocably constitutes and appoints (the "TrIll181eree") as attorney to register the transler 01 the within Note on the books kept lor registration th,ereot, with lull power olsubstltution In the premises. Datel Signature Guaranteed. NOTICE. Slgnaturc(s) must be guaranteed by a member llrm 01 the New York Stock Exchange or a commercial bank 01' a trust company. " ' NOTICEI No transfer will be registered and no new Note wlll be ISBued In the name 01 the Transleree, unless the slgnBture(s) to this assignment cOl'rl!sponds with the name as It appears upon the lace 01 the within Note In every partiCUlar, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number ot the Transferee Is supplied. Thoe following abbrevlutlons, when used In the Inscription on the lace of the within Note, shall be COnstruLtd as though they were written out In lull according to applicable laws or regulations. TEN COM ~ as tenants In common UNIF GIP MIN ACT ~ c' ,"' , (Cust.) TEN BNT as tenants by the entireties Custodian lor (Minor) " JT TEN as Joint tenants with right of survivor- ship and not as tenants In common under Uniform Gifts to Minors Act of (State) T.. . ,I .\.... .: . ~ ,. ;, I 'l ,., j , Additional abbreviations may also be used though not In list above. ; . l ~ '.:... . ~ .\; : , (. I.': : ';., ~ , \ ' .. . '&1 . >. ., : ~ LKL~10/10/85-636B-1250 ~12~' ~\ "., : .:~'.. .:,5:.'/,}.\ '< .':~":; -: > .: ; J...., , ' I ~ \ ~ . - ~ + , , , . .. . i , , \ ~" );:... ., G) SBCTlON 11. SBCURITY OP NOTE. NOTH NOT DEBT OF CITY. The payment at the prlnolpal ot and Interest on the Note shall be secured forthwith, equally and ratably, by a prior lien on and a pledie at the proceeds derived tram the aale at the UniSSUed Bonds and, If necessary, by a lien on and pledie at the Net Revenuesl such Iten upon and pledge ot the Net Revenues, however, to be Junior and subordinate to the Uen thereon for payment of the Outstanding ~onds. The Note shall not constitute an Indebtedness of the CI~y within the meaning of any constitutional, or statutory 'provision or limitation, and the Reilstered Owners thereof shall never have the right to require or compel the exercise ot the power of the City to levy nd valorem taxes for the payment of the principal of and Interest on the Note, or to require or compel the payment of the Note from any funds of the City except such proceeds of the Unissued Bonds and the Net Revenues, In the manner.and upon the condltlol1l contained herein. The City does hereby Irrevocably pledie said proceeds of the UnlBsued Bonds and the Net Revenues to the payment of the principal of and Interest on the Note, and to the payment Into the Sinking Pundt at the times provided, of tbe sums required to secure to Registered Owners of the Note Issued hereunder the payment of the principal of and Interest thereon 8tl the same become due. , ' SBCTION 11. APPLICATION OP NOTB PROCEBDS. The moneys received from the delivery of the Note authorized and Issued pursuant to this resolution shall be deposited and applied sa followsl A. Tho accrued Interest, If any, to the date of delivery shall be deposited In the Sinking Fund hereinafter oreated and used solely to pay the Interest due on the Note. B. At the option or the City, a sum whiCh, together with other legally available funds of the City deposited therein on the date of delivery of the Note. will not exceed the Interest due on the Note shall be deposited In the Sinking Fund, herelndter created. , }, c. The City shall next use the moneys to pay all engineering fees, legal fees, fees of financial advisor, cost at Issuance of the Note, and all other similar costs incurred In connection with the acquisition and construction ot the Project and the IR!uance of the Nato to finance the cost thereot. , . I ~ . , ~. ~ '. I I . \ I : . : D. The balance of the proceeds shall be deposited Into the Construction Pund created by the Bond Ordinance and used and applied as provided In Section 17P of the Bond Ordinance. ~ .., " ( \.:\~\ LKL~ 10/10/35-636B-1250 ~13- . < '; . .:': . .., . ;. ) ---.-........ I, , ,;, .-- .~ , ". . I . .C,_,. ~ : . J J, ' , .' . '" " ; .,1, I ' ., .>; , - . . ' " I .. :<'.' ..! _\ : .'1 ~. l. . ~: ~l": ~ ~ ~ G The Registered Owners of the Note shall have a lien upon all the prooeeds thereof until the aame have been f.l.pplled as provided herein. eBCTlON 13. COVENANTS OF THB CITY. For so long as the principal of and Interest on the Note shall be outstanding Bnd unpaid or until there shall have been Irrevooably set apart a sum sufflolent to pay, when due, the entire prlnolpal of the Note remaining unpaid, together with Interest Bcorued and to aoorue thereon, or provision for payment shall have been made III provided herein. the City covenants with the Registered Owners of the Note as follows~ A. PROCEEDS FROM BONDS. Whenever the City shalllssuo any Unissued Bonds, then upon the receipt of the pi"oceeds of such sale of the Unissued Bonds, the City shall apply such proceeds, exoludlng aocrued interest, together with moneys on deposit In the Sinking Fund herein created and the Net Revenues or other funds legally available to the extent necessary as foUow" 1. Thare shall be transmitted to the paying agent for the Note or deposited into esorow pursuant to Section 15 of this resolution the amount required to pay the outstanding principal of and Interest on the ~ote. 2. The remaining balanoe, If any, shall be applied pursuant to the provisiOns of Section 17 ot the Bond Ordinance. B. APPLICATION OF PRIOR COVENANTS. The covenants and pledges (to the extent thct tho same are not Inconsistent herewith) contained In the Bond Ordlnanco, adopted for the benefit ot the Registered Owners of the Bonde, shfill be deemed to be tor the benefit Bnd proteotlon of the Note and the Registered Ownortl thereof In like manner u applicable to the Bonds. A separate special Sinking Pund Is hereby cl'eated and established. pursuant to this resolution Into whiCh shall be deposited any accrued I1nd capitalized Interest on the Note and, after making all required payments under the Bond Ordinance, the Net Revenues necessary to pay principal of and Interest on the Note, to tho Dame extent and In the SIlme manner as the Net Revenues are required to be deposited for payment of principal of and Interest on the Bonds under the Bond Ordinance. Said Sinking Pund shall be maintained tor the benefit of the Note lUld the Registered Owners of the Note.' SBCTlON U. SUPPLBMENTAL RB8QLUTlONB. The City shall, trom time to tIme and at any time, adopt such resolutions as shall not be Inconsistent with tho terms nnd condltloMl of this resolutlom . ' , " ". L i A. To cure any ambiguity, defect, or omIMlon In this resolution. . LKL~10/10/85~636B~1250 -14~ ,'; .... ............. ...,...~.......~. ~. ."~ ,~. "'".. \rq,,)"., ~ "~ ..r'.... .. ~..~ ,~u,u.~.~~'~~;P~~~~~.~-;~k'~'~~_'-:'~.'t~.~~:.+~.. '.:'-' , "'~.-''''"':"':'.. :..~~.~ .-:-.: . ~~. t ~. "'. -0.;-- I i.oo........ .......... .. . " , , ~ ~ e , I " , '", B. To secure, extend or renew to the Registered Owners ot the Note the pledges made herein for the payment of the Note and the Interest to accrue thoreon. SBCTION 1&. DBPBASANCE. [f at any tlme the City shall have paid, or shall have made provision for payment ot. the prlnolpal and Interest with respect to the Note, then, and In that event, the pledge ot and lion on the proceeds of the Unissued Bonds and the Net Revenues In favor of the Registered Owners of the Note shall be no longer In effect. Par purposes of the preceding sentence, deposit at Federal Securltles or bank certmeates of deposit tully secured as to principal and Interest by Federal Securltles (or deposit of any other securities or Investments which may be authorized by law from time to time and sufficient under such law to effect such a defeasance) In Irrevocable trust with a banking Institution or trust company, tor the sole benefit of the Registered Owners ot the Note, In respect to whloh such Pederal Securities or certlfloates ot deposit, the principal and Income of which will be sufflolent to make tlmely payment of the principal and Interest on the Note, shall be comldered "provision for payment". SECTION 18. MODIPICATlON AND AMBNDMENT. No material modlfloa- tlon or amendment of this resolution or of any resolution amendatory hereof or supplemental hereto may be made without the consent In writing of the holder of the Note. " ' snanoR 1'1. ADDITiONAL OBLIGATIONS. The City reserves the right to Issue additional notes payable on a parity with the Note, 80 long as the total prlnolpal amount of the Note and additional notes outstanding at any time does not exceed the remaining amount of Unlsaued Bonds under the Bund Ordinance. The City covenants that It will not issue any other obllg8tlons, except the Unissued Bonds, the lien of which on the Net Revenues will be prior to or rank equally with the lien of the Note Issued hereunder. Any such obllptloruJ, hereafter Issued and having a llen upon such Net Revenues, shall expressly lltste that such nen Is Junior and subordinate to the lien thereon of the holders of the Note tsaued hereunder. " < 1, : ~ . SBC110N 18. BBVBRABILITY. If anyone or more of the covenants, agree- ments, Or' provisions of this resolution should be held contrary to any exprellll provision of law 01' contrary to the polley of express law, though not expresaly prohibited, or against pUblic policy, or shall for any reason whatsoever be held Invalid, then such covenants, '8g'l'eements, Of' provisions sh&ll be null and void and shall be deemed separate from the remalnlnB' covenants, agreements or proviSions, and In no way affeot the validity of all the other provlelons of this resolution or of the Note Issued hereunder. " c " o . , . ) , (,: ,', . \" ',r., . j I ' 'i \', 'i t ,1\ . '\ . ~ -15~ LKL-l 0/10/85-6368-1250 . , " , ':~'~j!~~~~~1fTP~:'~':-.. .. ',,' .. '.' '..v~ ....... ;.-,--: .........-t"..... I ...~......::-.- __. _. __ ... ._'_ ~ --AI. " , , , " s : ' I' 8BCTlON 19. AWARD OP HOTH. The City hereby flndl, determines and declares that It Is In ita beat Interost to Issue the Note contemplated hereby and upon the oondltlons set forth herein and In the commltm0nt letter reoelved by the City from the Bank and attached hereto III Exhibit "A". The negotiated lale of the principal amount ot the Note stated In the title ot this Resolution Is hereby authorized pursuant to Seotlon 215.431, Plorlda Statutes. Section 20. SALB OP NOTH. The Note shall be Issued and sold to the Bank set forth In this ReSOlution, and the Commitmont I,ettcr attaohed hereto as Bxhlblt itA". Section 21. AUTHORIZATION OTHBlt NBCBBSARY OF ALL . , ACTION. The proper officers of the City are hereby authorized and directed to, exeoute the Note when prepared and deliver the same to the Bank upon delivery to the City of the prooeeds of the loan and pursuant to the conditions stated In this Resolution and In the Bank's Commitment Letter. The Mayor-Commissioner, City Clerk, City Manager, and City Attomey for the City are each designated agenta of the City In connection with the Issuance and delivery of the Note, and are authorized and empowered, colleotlvely or IndividUally, to take all action and steps to execute and deliver any and all Instruments, documents or contracts on behalf of the City which are necessary or desirable In connectlon with the execution and delivery of the Note and which are not inoonslstent with the terms and provlslolUJ of thIs Resolution &nd other actions relating to the Note heretofore taken by the City. .'., . Section 2t. aBPBALlNG CLAUSB. All resolutions or puts thereof of the City In confilct with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section 23. BFPBCTIVB DATE. This Resolution shall take effect Immed- lately upon Its passage. .- ..' J: " ' " L\ , c1,,'[ I .c . ~. ~ . '~'. ~ ~ . ~ . .' ..' . ~ I . ,. . ,'>. 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' ',DYl -.- " \, -I" ,.' ,-{')!.. - , ; " " LKL~fo/l0/85~636B-1250 ", ..t " +'c 'J. . " t ",<' PASSED AND ADOPTBD this 17th day of Ootober, A.D., 1985. >"(." :: ! ,; !"":"," ,,0 " I, ',' I,"' " .... ':..'". ~ . t ~ , ' ,. -l '/ \, ',..:. ' 0. , I ,+..' ....... .\ '\ ,I ~17- '.. 'o.l.,,"T 1 ... _r_ ......;~ __.._'. . '.",~ ..."';~,; ,"