85-102
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RES 0 L UTI 0 N
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A RESOLUTION EXPRESSING THE INTENT OF THE CITY OF
CLEARWATER, FLORIDA TO MAKE A MORTGAGE LOAN TO
INDBPBHDBNT LMNG CENTER OF PINBLLAS OR ITS ASSIGNS,
FOR THE ACQUISITION, CONSTRUCTION, AND EQUlPPINQ OF
A RESIDENTIAL RENTAL HOUSING FOR RENTAL TO
MODERATE, MIDDLE OR LESSER INCOME PAMILlBS;
AUTHORIZING THB ISSUANCE OF NOT EXCEEDING $11,000.000
CITY OF CLEARWATER. PLORIDA HOUSING REVENUE BONDS
POR THE PUR.~OSB OP MAKING SUCH LOAN TO PINANCE THB
PROJECT; PROVIDING THAT SUCH REVENUE BONDS SHALL
NOT CONSTITUTE A GENERAL DEBT. LIABILITY OR
OBLIGATION OP THB CITY OF CLEARWATER, PLORIDA OR
TUB STATB OF FLORIDA OR ANY POLITICAL SUBDIVISION
THEREOF, BUT SHALL BE PAYABLE SOLELY PROM THE
REVENUES HEREIN PROVIDEDI AUTHORIZlliG THB
EXECUTION OF AN AGREEMENT PERTAINING TO THE
ISSUANCB OF aUCH BONDS ANP THE ACQUISITION.
CONSTRUCTION AND EQUIPPING OP THB PROJECT;
PROVIDING' CERTAIN OTHER DETAILS WITH RBSPECT
THERETO; AND PROVIDING AN BFPECTiVE DATE.
DE IT RESOLVED by th,e City Commission of the City of Clearwater, Florida
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SECTION 1. AUTHORITY. This resolution is adopted pursuant to the
provisions of Chapter 166, Florida Statutes, Ordinance No.3215-83 , duly enacted by the
City Commission of the City on September 15, 1983, and otJler applicable provisions of
law (hereinafter collectively referred to as the "Act").
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SBCTION 2. PINDlNGS AND DBTERMINATION8. The City of
ClefU'water, Florida (the "Cityll) hereby finds and determines as follows:
A. The Issuer is authorized and empowered under the Act to assist in
alleviating the shortage of housing In the City of Clearwater, Florida (the nCity"), for
eligible persons and famUles ot moderate, middle or lesser Income, and alleviating the
shortage of capltai available for Investment In such housing; to make mortgage loans,
Including federally Insured and guaranteed mortgage loans, and promissory notes executed
In connection with such mortgage loans for the construction of I'qualtfying housing
developments" (as that term is used In .the Act); and to Issue and deliver revenue bonds of
the type hereinafter described to provide funds from whic,h such ioan~ may be made.
B. There Is a shortage in the City of housing available at prices which many
persons or famllles at moderate, middle or lesser income can aftord, which shortage has
been found by the City to constitute a threat to the health, safety, morals and welfare of
the State and the City, to deprive the State and the City of an adequate tax base and to
cause the State and the City to make extra expenditures for crime prevention and control,
publIc health, welfare and safety, fire and accident protection, and other pUblic services
and facUlties.
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LKL-12/18/85-230L
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Res. 86...102
12/19/85
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Section 8. OfficIal Action. This Resolution constitutes official action
within \tIe meaning of Section 1.103~8(a)(5) of the Treesury Regulations under the Internal
Revenue Code at 1954, as amended.
Section 9. Bffectlve Date. This Resolution shall take effect
Immediately upon its adoption.
PASSBD AND ADOPTBD this 19th day of
City Commisslon of the Clty of Clearwater, Florida. '
December
, 1985 by the
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ATTEST:
CITY OF CLBARWATBR FLORIpA
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Clty lerk
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Approved as to form nnd substance:
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LKk12/18!85-230L
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EXHIDIT A "
INDUCEMENT AGREEMENT
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This is an Agreement dated as of the day of . 1985,
between CITY OF CLEARWATER, a public body corporate and politic of the State of
Florida (the "City II), and INDEPENDENT LIVING CENTERS OF NORTH AMERICA, INC.
(together-with its successors and assigns, the "Company"). .-
WHEREAS, the Company desires to acquire, construct, and equip a residential
rental property consisting or a continuing care retirement complex described In the City's
resolution of December -J 1985 (the "Resolutioull) (the IIProJect"); and ,
WHEREAS, the City desires to encourage the Company to acqUire, construct,
and equip the Project for the public purposes set forth in the Resolution. and
WHEREAS, the Company wishes to obtain assurances trom the City that It will
finance, In whole or In part, the cost or the, acquisition, construction and equipping of the
Project from proceedS received from the sale of the City's housing revenue bonds; and
WHEREAS, the City has indicated Its willingness to proceed with such
financing as an inducement to the Company to acqUire, construct, and equip the Project,
subject to compliance with all requirements of law and the Resolution, and the City
desires to make all reasonable efforts to issue and to sell its housing revenue bonds In an
amount up to, but not In excess of, $11,000,000 (the ITSonds") to pay the cost of the
Project pursuant to the Resolution;
NOW,' THEREFORE, for good and valuable consideration, the partles hereto
agree as follows:
1. The City agre~s:
(a) That it will make all reasonable efforts to authorize the issuance
and sale of the Bonds pursuant to the terms of the Act and the Resolution;
(b) That it will (but only to the extent of the available net proceeds
from the sale of such Bonds) make a loan to the Company to finance the acquisition,
construction and equipping of the Project, with installment payments due under such loan
to be at least suWcient to pay the principal of, interest on, and redemption premiums, if
any, with respect to the Bonds as and when the same shall become due and payable,
together wIth all costs and expenses connected with such financing; and
(c) That, in the event the CIty acquires title to, any interest in, or a
mortgage on the Project, it will conveyor release any Interest It retain:] in the Project to
the Company upon payment by the Company or the amount required to retire the
outstanding Bonds, and all other costs connected with such financing.
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The Company agrees:
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LICL-12/18/85-230L
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specifications and other contract documents. to award construction and other
contracts upon a competitive or negotiated basis. to inspect and supervise the
construction of the Project, to employ engineers, architects, builders and other
contractors, and to perform such other functions and services as may, in the opinion of
the Company, be desirable in connection with the acquisition, construction,
renovation, rehabilitation and equipping of the Project. The Company may advance
such funds as may be necessary to accomplish such purposes and shall be entitled to
reimbursement of such expenses from, and only to the extent of, the net proceeds
received from the sale of the Bonds in accordance with subparagraph (b) below.
(b) To the extent of the net proceeds derived from the sale of the
Bonds. and only from such proceeds, and in accordance with the provisions of the Act,
the Company will be entitled to reimbursement for all costs and expenses. direct or
indirect, incurred by the Company in the acquisition, construction and oquippingof the
Project in accordance with the Act.
(c) Upon the issuance of the Bonds. unless waived by the City, the
Company shall pay an issuance fee to the City in an amount equal to the lesser of
(i) one-hill of one percent (1/296) of the face amount of the Bonds or (Ii) $10,000. The
Company agrees that the $1,000 application fee paid by the Company shall not be
credited to the payment of such issuance fee.
5. If for any reason the City shall fail to deliver the Bonds and receive
the proceedS thereof within one year after completion of the Project, if the City
sooner abandons its efforts to issue the Bonds in accordance with the Resolution and
this Agreement, or if the Company shall terminate this Agreement by written notice
to the City, this Agreement shall terminate. Nothing contained herein, however, shall
release the Company from its obligations to indemnify the City in accordance with the
terms of this Agreement.
6. This Agreement, and the rights, duties and obligations of the
Company hereunder, may be assigned by the Company to any legal entity of which the
Company is a general partner or sole owner, or to a corporate entity in which the
Company holds a controlling interest, subject to approval of the assignee by the City.
7. Nothing herein shall be deemed to restrict the City or the State of
Florida or any agency or political subdivision thereof in determining the order or
priority of the issuance of bonds by the City 01' to require the City to give the Bonds
prIority as to issuance or as to the time of issuance over any other bonds previously
approved by the City for issuance.
8. The City will use its best efforts to obtain from the State of FlorIda
or any division, subdivision, department or agency thereof any necessary approvals or
allocations for the issuance of the Bonds.
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m WITNESS WHEREOF, the parties hereto have set their hands arid seal as
of the day and year first above written.
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CITY OP CLEARW}_TER
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City Manager
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ATTEST:
By:
Mayor-Com missioner
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City Clerk
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Approved as to form and
substance:
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City Attorney
INDEPENDENT LIVING CENTERS OF
NORTH AMERCIA, INC~
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By
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Attest:
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Secretary
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