Fort Walton Beach Resolution — 84-59-IDRB to Beachline Cor/First Natl Bank — reading text

payment of the cost thereof by the Corporation. The Corporation shall be entitled to receive reimbursement from the proceeds of the bonds at the time of issuance and delivery thereof for all amounts expended by the Corporation with respect to the Project prior to the time the proceeds from issuance of the bonds become available, to the extent such proceeds are sufficient therefor. 8. The City will assist in the prompt preparation of the lease agreement, sale agreement or loan agreement (as the case may be), the Trust Indenture, and any guaranty agreement, mortgage, security agreement and related instruments and documents requested by the Corporation necessary or desirable to facilitate issuance and sale of the bonds, acquisition, construction and equipping of the Project and lease or sale of the Project or loan of the proceeds from sale of the bonds to the Corporation, and will proceed with arrangements for C) O Page 5 issuance of the bonds. The City will also assist in obtaining any tax rulings from the Internal Revenue Service as may be deemed necessary or desirable by the Corporation or the purchaser or purchasers of the bonds and will make such election or elections under Section 103(b) of the Internal Revenue Code of 1954, as amended, and rulings and regulations thereunder, as may be required and as requested by the Corporation to secure or confirm exemption of interest on the bonds from federal income taxation. 9. The City acknowledges that the Corporation has advised it that because of business reasons it may be desirable that the Project be leased or sold by the City to a partnership in which the Corporation is a general partner and the owner of the majority beneficial interest, rather than the Corporation. The City agrees that the transactions contemplated herein may be structured in such manner, provided that payment of the principal, premium (if any) and interest on the bonds shall be unconditionally guaranteed by the Corporation and the Corporation will guarantee that the Project will be operated in the manner and for the purpose contemplated in the lease agreement or sale agreement (as the case may be) between the City and such partnership. 10. Upon delivery of the bonds, in the event of any inconsistency between this letter and the intent and terms of the lease agreement, sale agreement or loan agreement (as the case may be), the Trust Indenture, or any guaranty agreement, mortgage, security agreement, related security agreements, or purchase contracts, the provisions of the lease agreement and the Trust Indenture, and of any guaranty agreement, mortgage, security agreement, security agreements and purchase contracts as finally adopted shall control, and the provisions of this proposal and the agreement resulting from its acceptance by the Corporation shall have no further effect. 11. If for any reason, including the Corporation's refusal to approve the bond purchase agreement or to request issuance of the bonds, the bonds are not delivered by December 31, 1985, or if the Corporation shall notify the City that it does not anticipate requesting that the bonds be issued, the provisions of this proposal and the agreement resulting from its acceptance by the Corporation shall, at the option of the City or the Corporation to be evidenced by written notice to the other party, be cancelled and neither party shall have any rights against the other and no third party shall have any right against either party by reason hereof, except: v) O Page 6 12. (a) The City will convey the Project to the Corporation or to such other persons as it may direct if the City is then the owner thereof and will assign to the Corporation or as it may direct all contracts or agreements for the acquisition, installation and equipping of the Project then in the name of the City. (b) The Corporation will pay the City for all reasonable and necessary expenses which were incurred by the City in connection with the financing, acquisition and installation of the Project. (c) The Corporation will pay the out-of-pocket expenses of members and officers of the City, attorneys for the City, and bond counsel incurred in connection with the Project and will pay attorneys for the City and bond counsel reasonable fees for legal services related to the Project, provided, in each instance, the Corporation shall have approved such fees and expenses in writing. The parties acknowledge that the bonds of the City will not be issued to finance the Project until the City has been advised by counsel satisfactory to the City that the Project qualifies as a "project" within the meaning of Part II of Chapter 159, Florida Statutes, as amended. If the foregoing proposal is acceptable in principle to the Corporation, such acceptance should be indicated by having the following acceptance executed by duly authorized officers of the Corporation and by returning a copy as so executed to the City, whereupon this proposal will constitute an agreement in principle with respect to the matters herein contained. Very truly yours, CITY OF FORT WALTON BEACH, FLORIDA oy Kepbremd 1 acre MAYOR 7 I TJ ATTEST: C e) oo Page 7 Mle, CeApiace. a) CLERK The form and legal sufficiency of the foregoing has been reviewed and approved by the City Attorney — CITY ATTORNEY JAMES\E. MOORE The terms and conditions in the foregoing proposal by City of Fort Walton Beach, Florida are hereby accepted by the Corporation. BEACHLINE CORPORATION By: : SH 2 ° ia ~ Ti tere mers Press De Arr SCHEDULE 1 Description of the Project The Project will consist of the acquisition, construction, installation and equipping of an office and retail facility to be located at 29 Eglin Parkway in Fort Walton Beach, Florida. The building presently located at 29 Eglin Parkway and occupied by the Bank is to be renovated and expanded by the construc- tion, installation and equipping of an office and retail facility adjacent to such building.