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5256-92 i ORDINANCE NO. 5256-92 AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,450,000 MORTGAGE REVENUE REFUNDING BONDS (FHA INSURED MORTGAGE LOAN - DREW GARDENS APARTMENTS PROJECT) IN ONE OR MORE SERIES, TO BE APPLIED TO PAY A PORTION OF THE COST OF REFUNDING THE OUTSTANDING PRINCIPAL AMOUNT OF THE CITY'S $6,450,000 MORTGAGE REVENUE BONDS, SERIES 1983 (FHA INSURED MORTGAGE LOAN -- DREW GARDENS APARTMENTS PROJECT) ; PROVIDING FOR THE PAYMENT OF THE BONDS FROM THE REVENUES OF THE HOUSING PROJECT FINANCED THEREWITH AND CERTAIN OTHER LEGALLY AVAILABLE FUNDS; AUTHORIZING THE APPROVAL OF THE FORM OF THE FINANCING DOCUMENTS BY RESOLUTION; MAKING OTHER COVENANTS AND AGREEMENTS IN CON- NECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. THE CITY OF CLEARWATER., FLORIDA, HEREBY ORDAINS: SECTION 1. AUTHORITY. FOR THIS ORDINANCE. This Ordinance is adopted pursuant to chapter 166, Part II, and Chapter 159, Part IV, Florida Statutes and other applicable provisions of law. SECTION 2. DEFINITIONS. Unless the context otherwise requires, the terms defined in this Section 2 shall have the meanings specified in this section. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. (A) "ACT" shall mean Chapter 166, Part II, and Chapter 159, Part IV, Florida Statutes, and other applicable provisions of law. (B) "BOND YEAR" shall mean the period from the date of issu- ance of the Bonds to the date determined by subsequent resolution of the City adopted prior to the issuance of the Bonds, and each anniversary thereof. (C) "BONDS" shall mean the City of Clearwater, Florida Mortgage Revenue Refunding Bonds (FHA Insured Mortgage Loan -Drew Gardens Apartments Project) issued in one or more series. (D) "BUSINESS DAY" shall mean each day on which financial institutions located in the State of Florida or the City are lawfully open for the transaction of business in the State of Florida, (E) "CITY" shall mean the City of Clearwater, Florida. (F) "CODE" shall mean the Internal Revenue Code of 1986, as amended and contemporaneously in effect, (G) 111954 CODE" shall mean the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the code. .t fF N:t_ f (H) "DEVELOPER" shall mean Drew Gardens Associates, Ltd., a Florida limited partnership. (1) "DEVELOPMENT" shall mean the 180 unit multifamily resi- dential rental facility known as Drew Gardens Apartments, located in the City which was originally financed with the proceeds of the Refunded Bonds. (J) "FISCAL YEAR" shall mean the period commencing on October 1 of each year and ending on the next succeeding September 30. (K) "HOLDER OF BONDS" or "BONDHOLDERS" or any similar term shall mean any person who shall be the registered owner of any outstanding Bond. (L) "INDENTURE" shall mean the Indenture of Trust between the city and a banking institution with trust powers, in the form as approved by subsequent resolution of the City adopted prior to the issuance of the Bonds, pursuant to which the Bonds are issued, (M) "INVESTMENT SECURITIES" shall mean any investment per- mitted by Section 166.261, Florida Statutes. (N) "ISSUER" shall mean the City of Clearwater, Florida. (0) "LOAN DOCUMENTS" shall mean the Loan Agreement , Note, Mortgage and Security Agreement, Land Use Restriction Agreement and similar agreements between the City and the Developer, pursuant to which the City loans the proceeds of the Bonds to the Developer for the purpose of refunding the Refunded Bonds, all in the form of as approved by subsequent resolution of the City adopted prior to the issuance of the Bonds. (P) "ORDINANCE" shall mean this Ordinance as the same may be amended from time to time. (Q) "PLEDGED REVENUES" shall mean (i) the proceeds of the sale of any Bonds issued under the Ordinance, (ii) moneys in the funds and accounts established under the Indenture (except for any rebate fund), subject to application so provided therein, (iii) the revenues of the Development and (iv) any other funds provided by the Indenture, which are pledged to secure the payment of the principal of and interest on the Bonds. r (R) "REFUNDED BONDS" shall mean the remaining outstanding L principal amount of the City's Mortgage Revenue Bonds, Series 1983 (FHA Insured Mortgage Loan -- Drew Gardens Apartments Project). i (S) "TRUSTEE" shall mean the bank or trust company with trust powers serving as trustee under the Indenture from time to time. 2 41. t SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that: (A) It is necessary and desirable to preserve the Develop- ment, as provided herein, in order to preserve and protect the public health, safety and welfare of the inhabitants of the Issuer. (B) The Pledged Revenues are not now pledged or encumbered in any manner except for a prior pledge to the Refunded Bonds. (C) The estimated Pledged Revenues will be sufficient to pay all of the principal of and interest on the Bonds to be issued hereunder, as the same become due, and other payments required by this ordinance or the Indenture. (D) The principal of and interest on the Bonds and all other payments shall be payable solely from the Pledged Revenues, as herein provided. The Issuer shall never be required to levy ad valorem taxes on any property therein to pay the principal of and interest on the Bonds and such Bonds shall not constitute a lien upon any property of or in the Issuer. SECTION 4. AUTHORIZATION OF DEVELOPMENT. There is hereby authorized the refunding of the Refunded Bonds in order to preserve the availability of the Development for the citizens and residents of the City. SECTION 5. THIS ORDINANCE TO CONSTITUTE CONTRACT. In con- sideration of the acceptance of the Bonds by those who shall hold the same from time to time, this Ordinance shall be deemed to be and shall constitute a contract between the Issuer and such Holders. The covenants and agreements set forth herein and in the Indenture to be performed by the Issuer shall be for the equal benefit, protection and security of the legal Holders of any and all of the Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided therein and herein. SECTION 6. AUTHORIZATION OF BONDS. Subject and pursuant to the provisions hereof, obligations of the Issuer to be known as the City of Clearwater Mortgage Revenue Refunding Bonds (FHA Insured Mortgage Loan --Drew Gardens Apartments Project), are authorized to be issued in one or more series in the aggregate principal amount of not exceeding $6, 450,000, but in no event shall the Bonds be issued in a principal amount in excess of the Refunded Bonds outstanding on the date of issuance of the Bonds. SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered form; shall be dated the date of issuance; shall be numbered R--1 and upward; shall be in such denominations, shall bear interest at the rate or rates and shall mature on such dates as are determined by subsequent resolution of the City 3 5.?,54 - R rl_ftl? Oft adopted prior to the issuance of the Bonds; such interest to be payable at each interest Payment Date (as determined in the Indenture). Each Bond shall bear interest from the date on which it is authenticated; provided, however, that if at.the time of authenti- cation payment of any interest which is due and payable has not been made, such Bond shall bear interest from the date to which interest shall have been paid. The principal of and the interest and redemption premium, if any, on the Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The interest on the Bonds shall be payable on each Payment Date (as defined in the Indenture) to the person appearing on the registration books of the Issuer hereinafter provided for as the registered Holder thereof, by check or draft (or by wire transfer if permitted by the Indenture) mailed to such registered Holder at his address as it appears on such registration books. Notwithstanding any other provisions of this section, the Issuer may, at its option, prior to the date of issuance of the Bonds, elect to use an immobilization system or pure book-entry system with respect to issuance of such Bonds, provided adequate records will be kept with respect to the ownership of such Bonds issued in book--entry form or the beneficial ownership of bonds issued in the name of a nominee. As long as any Bonds are outstanding in book-entry form the provisions of Sections 8 and 9 of this ordinance shall not be applicable to such Bonds. The details of any alternative system of issuance, as described in this paragraph, shall be set forth in the Indenture or in a resolution of the Issuer duly adopted at or prior to the sale of such Bonds. SECTION 8. EXECUTION OF BONDS. The Bonds shall be signed by, or bear the facsimile signature of, the Mayor of the Issuer and shall be signed by, or bear the facsimile signature of, the Clerk and a facsimile of the official seal of the Issuer shall be imprinted on the Bonds. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he has remained in office until such delivery. Any Bond may bear the facsimile signature of or may be signed by such persons who, at the actual time of the execution of such Bond, shall be the proper officers to sign such Bonds although at the date of such Bond such persons may not have been such officers. 4 f? SECTION 9. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form provided for in the Indenture, duly executed by the Trustee, as authenticating agent, shall be entitled to any benefit or security under this ordinance or the Indenture. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance. The Trustee's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication of all of the Bonds that may be issued hereunder at any one time. SECTION 10. PROVISIONS FOR REDEMPTION. The Bonds shall be subject to redemption prior to their maturity, in whole or in part, on any Payment Date at the option of the Issuer, in accordance with the terms of the Indenture and the subsequent resolution of the city adopted prior to the issuance of the Bonds. SECTION 11. FORM OF BONDS, The text of the Bonds shall be in accordance with the terms of the Indenture and as determined by subsequent resolution of the City adopted prior to the issuance of the Bonds. SECTION 12. APPLICATION OF BOND PROCEEDS. The proceeds, including accrued interest, received from the sale of the Bonds shall be applied by the Issuer simultaneously with the delivery of such Bonds to the purchaser thereof, as follows: (A) The accrued interest and, at the option of the Issuer, interest to accrue on the Bonds in such amount and for such period of time as may be provided by subsequent ordinance or resolution of the Issuer shall be deposited in the appropriate interest account created under the Indenture and shall be used only for the purpose of paying interest becoming due on the Bonds. (B) The remaining proceeds of the Bonds together with other- funds provided by the Developer and legally available therefor in an amount equal to the outstanding principal amount of the Refunded Bonds shall be deposited into the appropriate account created by or in accordance with the indenture pursuant to which the Refunded Bonds were issued for the purpose of redeeming, in full, the Refunded Bonds on September 1, 1992 or such other date as may be determined by subsequent resolution duly adopted by the Issuer prior to the issuance of the Bonds. (C) The balance of the Bond proceeds after providing for the payments required by (A) and (B) arove, shall be deposited by the Trustee in accordance with the Indenture. 5 s?s6-1a SECTION 13. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the Constitution of the State of Florida, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, as herein pro- vided. No Holder or Holders of any Bonds issued hereunder shall ever have the right to compel the 3xercise of the ad valorem taxing power of the Issuer or taxation ir, any form of any real or personal property therein. The payment of principal of and interest on the Bonds shall be secured forthwith equally and ratably by, and the Issuer hereby grants to the Bondholder an irrevocable lien on the Pledged Reve- nues in accordance with the Indenture, and the Issuer does hereby irrevocably pledge such Pledged Revenues to the payment of the principal of and interest on the Bonds, for the reserves therefor and for all other required payments. SECTION 14. HOLDERS NOT AFFECTED BY USE OF PROCEEDS. The holders of the obligations shall have' no responsibility for the use of the proceeds of the Bonds, and the use of such proceeds by the Issuer shall in no way affect the rights of such holders. SECTION 15. SEVERABILITY. If any one or more of the cove- nants, agreements or provisions of this ordinance should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agree- ments or provisions of this Ordinance or of the Bonds or coupons issued thereunder. r, SECTION 16. INCONSISTENT ORDINANCES. All prior resolutions of the Issuer inconsistent with the provisions of this ordinance are hereby modified, supplemented and amended to conform with the provisions herein contained. 6 :"? i.,,S `Ti t,t.,«.ps ? ? r- •s ?• e y 4MV rEy ?. ?'i?' ?.}...? ?Jtix.r..:h..., ??'a ?? r .?'v Htl7." :f.?,?hr y?,? . ?? ? ,.x s .1. .6'*!'„.lt??,'; ?. 5??,{tt.?;'?r'""?^: ,,''?.t?`'-,.t?'? J.k ?`?'-„' .r'.- 'i? .r?..:: ; t ; s;?'?.. ;t ?'c..•''a??lr.?.?;:.,,,. SECTION 17. EFFECTIVE DATE. The provisions of this ordinance shall take effect immediately upon the adoption thereof. Section 2. This ordinance shall take effect immediately upon adoption. PASSED ON FIRST READING July 16, 1992 PASSED ON SECOND AND FINAL READING AND ADOPTED Augsut 13, 1992 4? 4404??l Rita Garvey Mayor-Commissioner Attest: i - Cy hia E. Goudeau City Clerk Approved as to form and correctness: M. A. Galbrai.t.h, J City Attorney M. 7 .5256 -q.:z