HomeMy WebLinkAboutCity of Tamarac Resolution R-2000-053Temp. Reso. #8915
February 9, 2000
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2000-- 3
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING A
MEMORANDUM OF AGREEMENT WITH FAZIO
HOLDINGS, LP, A FLORIDA LIMITED PARTNERSHIP,
WITH RESPECT TO THE FINANCING OF AN
EXPANSION AND EQUIPMENT FOR A
MANUFACTURING PROJECT IN THE CITY OF
TAMARAC, FLORIDA; PROVIDING FOR THE ISSUANCE
OF INDUSTRIAL DEVELOPMENT REVENUE BONDS OF
THE CITY OF TAMARAC, FLORIDA, IN AN ORIGINAL
PRINCIPAL AMOUNT NOT TO EXCEED $7,000,000 FOR
THE PURPOSE OF PAYING ALL OR ANY PART OF THE
COST OF THE PROJECT; PROVIDING CERTAIN OTHER
DETAILS WITH RESPECT THERETO; PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA, AS FOLLOWS:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Florida Industrial Development Financing Act,
Chapter 159, Part II, Florida Statutes, as amended and other applicable provisions of
law (the "Act")
declared that-
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SECTION 2. FINDINGS. It is hereby ascertained, determined and
Temp. Reso. #8915
February 9, 2000
Page 2
A. The City of Tamarac, Florida (the "Issuer") is authorized and
empowered by the Act to provide for the issuance of and to issue and sell its revenue
bonds for the purpose of paying all or any part of the cost of any "project", as that term
is defined in the Act.
B. Fazio Holdings, LP, a limited partnership, organized, existing and in
good standing under the laws of the State of Florida and authorized to do business in
the State of Florida (the "Company"), has informed the Issuer of its intent to acquire
land, construct and make certain improvements, which improvements include
constructing an approximately 102,000 square foot building and acquiring certain
equipment for the manufacture of car wash equipment and related products at the
Tamarac Commerce Park (with the proposed street address of 5605 Hiatus Road)
within the municipal boundaries of the Issuer (the "Project"), and has made application
to the Issuer to finance such Project through the issuance of revenue bonds.
C. The Company has requested the Issuer to exercise its powers to
issue revenue bonds, pursuant to the Act, for the purpose of financing the Project.
D. In order to promote development and the economic growth within
the municipal boundaries of the Issuer and the industrial economy of the State of
Florida, to increase opportunities for gainful employment, to advance and improve the
economic prosperity and the general welfare of the State and its people, and to facilitate
the development of a commercial manufacturing project, it is desirable that the Issuer
provide for the issuance and sale of its Industrial Development Revenue Bonds
Temp. Rego. #8915
February 9, 2000
Page 3
(Fazio Holdings, LP Project), Series 2000, in the aggregate amount of not to exceed
$7,000,000 (the 'Bonds") and that the Issuer use the proceeds thereof to pay any "cost"
(as defined in the Act) of the Project.
E. The Issuer is willing to finance the Project for the Company from
proceeds of the sale of its revenue bonds, and loan the proceeds to the Company, such
loan to be payable by the Company in installments, guaranteed by the Company,
sufficient to pay the principal of, premium (if any), interest and other costs due on such
revenue bonds when and as the same become due.
F. The Project will be a "Project" within the meaning of Section
159.27(5) of the Act in that, without limiting the generality of the foregoing, the Project is
a "manufacturing plant." The Company has represented that the Project will enable the
employment of approximately 111 workers. The Project will be developed and owned
by the Company and is proposed to be operated by Fazio Operating Services, LLC, a
Florida limited liability company.
G. The Project will make a significant contribution to the economic
growth within the municipal boundaries of the Issuer and the area in which it is located,
will provide gainful employment and will serve a public purpose by advancing the
economic prosperity and the general welfare of the State of Florida and its people.
H. The Issuer finds that it will be able to cope satisfactorily with the
impact of the Project and is able to provide, or cause to be provided when needed, the
public facilities, including utilities and public services, that will be necessary for the
construction, operation, repair and maintenance for the Project and on account of any
increase in population or other circumstances resulting therefrom.
Temp. Reso. #8915
February 9, 2000
Page 4
I. It is believed essential by the Company that the acquisition and
construction of the Project commence at the earliest practical date, and the Company is
unwilling to make commitments therefore without satisfactory assurances from the
Issuer that, upon satisfaction of all requirement of law, and other conditions to be met
by the Company, the revenue bonds will be issued and sold and the proceeds thereof
will be made available to finance the cost of the Project, to the extent of such proceeds.
J. It is necessary and desirable and in the best interest of the Issuer
that the Issuer and the Company enter into a Memorandum of Agreement (the
"Memorandum of Agreement"), providing among other things for the issuance of the
Bonds by the Issuer and the sale of the Bonds to one or more institutional investors in a
private placement; for the use and application of the proceeds of the issuance and sale
of the Bonds to pay all or any part of the "cost" (as defined in the Act) of the Project, to
the extent of such proceeds; and for the loan of the proceeds of the sale of the Bonds
by the Issuer to the Company pursuant to a financing agreement requiring the
Company to pay the loan in installments sufficient to pay all of the interest, principal,
redemption premiums (if any) and other costs due under and pursuant to the Bonds
when and as the same become due and payable, to operate, repair and maintain the
Project at the Company's own expense, and to pay all other costs incurred by the Issuer
in connection with the financing, construction and administration of the Project which
are not paid out of the Bond proceeds or otherwise.
K. Based in part on a letter of credit to be issued by First Union
National Bank and personal and corporate guarantees to secure reimbursement
obligations relating to such letter of credit, the Company is financially responsible and
Temp. Reso. #8915
February 9, 2000
Page 5
fully capable and willing to fulfill its obligations under the proposed financing agreement,
including the obligation to make installment payments on the loan for the Project
financed with the proceeds of the sale of the bonds in the amount and at the times to be
required by the financing agreement; the obligation to operate, repair and maintain such
Project at its own expense; and to serve the purpose of the Act and other
responsibilities to be imposed under the financing agreement, due consideration having
been given to various factors determinative of the financial capability of the Company.
L. Neither the Issuer, Broward County, the State of Florida, nor any
other political subdivision of said State shall be obligated to pay the principal of,
premium, if any, or interest on the Bonds or other costs incident thereto, and all
payments required on the Bonds shall be payable solely from the proceeds derived by
the Issuer from the Company under a financing agreement, and the Issuer shall never
be required to (i) levy ad valorem taxes on any property within its area of operation to
pay the principal of and premium, if any, and interest on the Bonds or to make any other
payments provided for under any financing agreement, or (ii) pay the same from any
funds of the Issuer other than those derived by the Issuer from the Company under any
financing agreement; and such Bonds shall not constitute a lien upon any property
owned by or situated within the municipal boundaries of the Issuer except the Project
and any other property that may be pledged as security therefore by the Company, in
the manner provided in any financing agreement. Neither the full faith and credit of the
Issuer nor the full faith and credit or taxing power of the State of Florida, Broward
County, or any other political subdivision of said State is pledged to the payment of the
principal of, premium, if any, or interest on the Bonds or other costs incident thereto,
Temp. Reso. #8915
February 9, 2000
Page 6
such Bonds are limited special obligations of the Issuer payable solely from the sources
identified above. No member or officer of the Issuer will be subject to any personal
liability by reason of the issuance of the Bonds.
M. The costs to be paid from the proceeds of the Bonds will be "costs
of a project" within the meaning of the Act.
N. Prior to issuance of the Bonds, the Issuer will receive an opinion
from its bond counsel to the effect that the Bonds will be validly issued and that the
interest on the Bonds will, under existing laws of the United States, be excluded from
gross income of the holders for federal income tax purposes.
O. Section 147(f) of the Internal Revenue Code of 1986, as amended
(the "Code"), requires as a condition of exclusion from gross income for federal income
tax purposes of the interest on private activity bonds, that the issuance of private
activity bonds, as defined in Section 141(a) of the Code, such as the Bonds, in a
principal amount not to exceed $7,000,000 be approved, after a public hearing following
reasonable public notice, by the governmental unit on behalf of which such obligation is
to be issued and the governmental unit having jurisdiction over the area in which the
private activity bond -financed facility is to be located. The Issuer has authorized,
properly noticed and held a public hearing as required by law prior to adopting this
resolution. Proof of publication of such notice is attached hereto as Exhibit B, which is
incorporated herein by reference.
SECTION 3. AUTHORIZATION OF EXECUTION AND DELIVERY OF
MEMORANDUM OF AGREEMENT.
Temp. Reso. #8915
February 9, 2000
Page 7
A. The Mayor or the Vice -Mayor of the Issuer shall be and are hereby
authorized and directed to execute the Memorandum of Agreement in substantially the
form attached hereto as Exhibit A, which is incorporated herein by reference, together
with such changes therein, whether made prior to or after adoption of this Resolution,
as shall be approved from time to time by the officers executing the same on behalf of
the City, such approval to be conclusively evidenced by their execution of the
Memorandum of Agreement.
B. Execution of the Memorandum of Agreement shall be in the name
of and on behalf of the Issuer, and the City Clerk is hereby authorized and directed to
attest the same, and to deliver the Memorandum of Agreement to the Company.
C. Such officers and all other proper officers, Commissioners,
directors, agents and employees of the Issuer are hereby authorized, empowered and
directed to execute and deliver such further agreements, instruments and documents
and to take such further action as may be necessary and desirable to effectuate and
carry out the intent and purposes of the Memorandum of Agreement, when executed
and delivered by the Issuer, and are further authorized to take such other steps and
actions as may be required and necessary in order to issue such Bonds.
SECTION 4. APPROVAL OF ISSUANCE. The issuance of the City of
Tamarac, Florida Industrial Development Revenue Bonds (Fazio Holdings, LP Project),
Series 2000, in the aggregate amount not to exceed $7,000,000, for the purpose of
providing financing for the acquisition, construction and equipping of a car wash
equipment manufacturing facility and related facilities, all of which will be owned and
operated by Fazio Holdings, LP and Fazio Operating Systems, LLC, respectively, and
F--J
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Temp. Reso. #8915
February 9, 2000
Page 8
located in the Tamarac Commerce Park at 5605 Hiatus Road, Tamarac, Florida, is
hereby approved pursuant to and in accordance with Section 147(f) of the Code and the
Act.
SECTION 5. AUTHORIZATION TO MAKE APPLICATION. The Director
of Finance or bond counsel acting on behalf of the Issuer, is hereby authorized to apply
to the Division of Bond Finance of the State of Florida for an allotment of Florida's
volume cap for private activity bonds in an amount not to exceed $7,000,000.
SECTION 6. EFFECT OF RESOLUTION. This Resolution is an "initial
resolution" and is the Issuer's declaration of "official intent" within the meaning of the
Act and official action toward issuance of the Bonds for purposes of Sections 103 and
141 through 150 of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, including, but not limited to Section 1.103-18, as
amended.
SECTION 7. REPEALING CLAUSE. All resolutions or orders and parts
thereof in conflict herewith, to the extent of such conflicts, are hereby superseded and
repealed.
SECTION 8. SEVERABILITY. If any clause, section, other part or
application of this Resolution is held by any court of competent jurisdiction to be
unconstitutional or applications of this Resolution.
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SECTION 9. EFFECTIVE DATE.
immediately upon its adoption.
Temp. Reso. #8915
February 9, 2000
Page 9
This resolution shall take effect
PASSED, ADOPTED AND APPROVED this.23�'day of , 2000.
ATTEST:
0"4'ax or
CAROL GOLD, MC/AAE
CITY CLERK
I HEREBY CERTIFY that I
ve approved this _
RESOLUTION am 4 form.,
IWI TCHELL S. KRAFT
CITY ATTORNEY I
NWSCHREIBER
AAYOR
RECORD OF COMMISSION VOTE
MAYOR
SCHREIBER
DIST 1:
COMM. PORTNER
DIST 2:
V//M MISHKIN
DIST 3:
COMM. SULTANQF
DIST 4:
ZMM. RO_ BERT$_ gga
EXHIBIT A
MEMORANDUM OF AGREEMENT
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Temp. Reso. #8915
February 9, 2000
Page 10
MEMORANDUM OF AGREEMENT
This MEMORANDUM OF AGREEMENT, dated on the A3 --4 day of February,
2000, between the CITY OF TAMARAC, FLORIDA, a municipal corporation duly created
and existing under and by virtue of the laws of the State of Florida (the "Issuer" or the "City")
and FAZIO HOLDINGS, LP, a limited partnership duly organized and existing under the
laws of the State of Florida (the "Company").
SECTION 1. The matters of mutual inducement and reliance which resulted in the
execution of this Memorandum of Agreement are as follows:
(a) The Issuer is a local agency under the provisions of Chapter 159, Part II,
Florida Statutes, as amended (the "Act"), to provide for the issuance of and to issue and sell its
Industrial Development Revenue Bonds for the purpose of paying all or any part of the cost of
any "project" as defined in the Act.
(b) In order to improve the economic base of the City and the industrial
economy in the State of Florida (the "State"), to promote the economic growth of the City
and the State, to increase purchasing power and opportunities for gainful employment, and to
advance and improve the economic prosperity and the general welfare of the State and its
people, it is desirable that the Issuer issue and sell its Industrial Development Revenue
Bonds-{ L(Fazio Holdings, LP Project), Series 2000, in the aggregate principal amount of not
to exceed $7,000,000 (the "Bonds").
(c) The Issuer intends to use the proceeds thereof, to the extent of such
proceeds, as follows: (i) to pay all or any part of the cost of issuance of the Bonds, (ii) to pay
all or any part of the cost of acquiring lands, constructing improvements thereon and
developing and equipping of a manufacturing facility and facilities directly related or ancillary
thereto, (iii) to pay all or any part of the cost of certain appurtenances and facilities incidental
thereto, and other improvements necessary and convenient therefore (the land, improvements
to be acquired and developed, such appurtenances and facilities incidental thereto, being
referred to herein, collectively, as the "Project"), and (iv) to pay any other "cost" (as defined in
the Act) of the Project.
(d) The Issuer intends to finance the Project for the Company from
proceeds of the sale of its Bonds, such loan to be payable by the Company in installments
sufficient to pay the principal of, premium (if any), interest and costs due on the Bonds when
and as the same become due.
(e) The Company has requested that the Issuer enter into this
Memorandum of Agreement for the purpose of declaring the Issuer's intention to provide
financing to pay all or a portion of the cost of the Project.
(f) The Issuer, by resolution duly passed and adopted, has made certain
findings and determinations and has approved and authorized the execution and delivery of
this Memorandum of Agreement.
(g) The Company represents that Bond proceeds will not be used to finance
any costs for the Project incurred prior to the date of this Memorandum of Agreement, except
to the extent allowed by federal tax law.
SECTION 2. The Issuer will cooperate with the Company and its agents in the
Company's efforts to find one or more institutional purchasers for the Bonds, and if purchase
arrangements satisfactory to the Company can be made by the Company and its agents, the
Issuer will authorize the issuance and sale of the Bonds, and will issue and sell the Bonds to
such purchaser or purchasers of the Bonds as may be designated by the Company all upon
such terms and conditions as shall be approved by the Company and authorized by law;
provided, however, the Issuer will approve the sale of the Bonds solely to accredited investors
which will at no time cause the Bonds to be offered for sale to the public. The Bonds will be
credit enhanced through the issuance of a letter of credit from First Union National Bank, and
will not constitute a debt, liability or obligation of the Issuer, Broward County, or of the State
or of any other political subdivision thereof. The Issuer shall not be obligated to pay the same
nor interest, premium (if any) or costs thereon except from the revenues and proceeds pledged
therefore, and neither the faith and credit nor the taxing power of the Issuer or of the State or
of any other political subdivision thereof will be pledged to the payment of the principal of,
premium (if any), interest or costs due pursuant to or under such Bonds.
From the date hereof, until the sale of the Bonds, the Company will, within ten (10)
days after its occurrence, notify the Issuer of any material change, whether or not adverse, in
the business, operations or financial condition of the Company. In the event the Issuer shall,
at any time prior to the sale of the Bonds, determine in its sole discretion that there has been a
material adverse change in the business, operations or financial condition based upon financial
statements or notices provided by the Company in accordance herewith, the obligation of the
Issuer to issue and sell the Bonds shall, at the option of the Issuer, be terminated.
SECTION 3. The Issuer will, at the proper time, and subject in all respects to the
prior advice, consent and approval of the Company, submit applications, adopt such
proceedings and authorize the execution of such documents as may be necessary and advisable
for the authorization, sale and issuance of the Bonds and the acquisition, improving,
constructing and equipping of the Project, all as shall be authorized by law mutually
satisfactory to the Issuer and the Company.
SECTION 4. The Bonds issued shall be in such aggregate principal amount, shall bear
interest at such rate or rates, shall be payable at such times and places, shall be in such forms
and denominations, shall be sold in such manner and at such time or times, shall have such
provisions for redemption, shall be executed, and shall be secured, all as shall be authorized by
the Act and all on terms mutually satisfactory to the Issuer and the Company.
(a)
SECTION 5. The Issuer will use and apply the proceeds of the issuance and sale of the
Bonds, or cause such proceeds to be used and applied, to the extent of such proceeds, to pay
the cost of the Project, and will loan such Bond proceeds to the Company for the Project
pursuant to a financing agreement requiring the Company to make payment for the account
of the Issuer in installments sufficient to pay all of the interest, principal, redemption
premiums (if any) and other costs due under and pursuant to the Bonds when and as the same
become due and payable, to operate, repair and maintain the Project at the Company's own
expense, to pay all other costs incurred by the Issuer in connection with the financing of the
acquisition, construction, equipping and administration of the Project which are not paid out
of the Bond proceeds or otherwise for so long as any of the Bonds remain outstanding.
SECTION 6. The Company hereby agrees to acquire, construct, improve and equip
the Project, it being understood and agreed that the Company shall provide all services
incident to the construction, improving and equipping of the Project (including, without
limitation, the preparation of plans, specifications and contract documents, the award of
contracts, the inspection and supervision of work performed, the employment of engineers,
architects, building and other contractors) and that the Company shall pay all costs of the
Project, subject to reimbursement by the Issuer upon the issuance and sale of the Bonds and
the use and application of the proceeds thereof as provided above, the Issuer shall have no
responsibility for the provision of the aforesaid services. It is expected that the cost of the
Project will not exceed Seven Million Dollars ($7,000,000), including interest during the
period of expansion, and legal, accounting and financing expenses. The Company agrees that
to the extent that the proceeds derived from the sale of the Bonds are not sufficient to
complete the Project, the Company, as the owner of the Project, will be responsible for
supplying all additional funds which are necessary for the completion of the Project. All risk
of loss to the Project will be borne by the Company.
SECTION 7. At or prior to the time of issuance and sale of the Bonds, the Issuer will
enter into a trust indenture with a corporate trustee (the "Trustee"), to secure the Bonds,
whereby the Issuer's interest in the Project, the financing agreement with the Company, and
all fees, rents, charges, proceeds from the operation of the Project, and other funds and
revenues in respect of the Project, will be pledged and assigned to the Trustee, and held by the
Trustee in trust, for the benefit of the holders, from time to time, of the Bonds.
SECTION 8. At or prior to the time of issuance and sale of the Bonds, the following
conditions precedent shall have been satisfied:
(a) The Company shall have satisfactorily completed all procedures
established by the Issuer for the review and approval of industrial development revenue bond
issues.
(b) The Issuer shall have duly passed and adopted a resolution making all
findings required by law and authorizing the issuance and sale of the Bonds and the execution
and delivery of the financing agreement, the trust indenture and such other agreements,
instruments and documents as may be required to be specifically authorized. It is an express
(3)
condition of this Memorandum of Agreement that the Bonds be sold only in the manner and
to a purchaser or purchasers approved by the Issuer.
(c) The Company shall have authorized the execution, delivery and
performance of the financing agreement, and approved the trust indenture and the issuance
and sale of the Bonds, and authorized or approved such other agreements, instruments and
documents for which specific authorization or approval may be required.
(d) The Company shall have provided a reasonably satisfactory opinion of
its counsel with respect to the due authorization, execution and delivery of the financing
agreement, and related agreements, instruments and documents, their legality, validity,
binding effect and enforceability in accordance with their respective terms subject to the usual
qualification regarding creditors' rights, and the absence of any material violation (to the
extent it may adversely affect the enforceability of the financing agreement against the
Company) of applicable laws, rules, regulations, judgments, decrees or orders of any court or
other agency of government and agreements, indentures or other instruments to which the
Company is a party or by which it or any of its property, is or may be bound (such opinion
shall not relate, however, to any environmental matters) and to such other matters as may be
reasonably requested.
(e) The Company and the Issuer shall have executed and delivered such
non -arbitrage certificates and representations, as may be required to comply with Section 148
of the Internal Revenue Code of 1986, as amended, or any similar successor provisions and the
regulations, rulings and interpretative court decisions thereunder.
(f) Bryant, Miller and Olive, P.A., as bond counsel, shall have delivered its
opinion with respect to the validity of the Bonds, and to the income tax status of the interest
on the Bonds.
(g) The Company shall have provided such other or additional
representations, warranties, covenants, agreements, certificates, financial statements, and other
proofs as may be reasonably or customarily required by the Issuer or by Bryant, Miller and
Olive, P.A., as bond counsel.
(h) There shall have been obtained confirmation of any allocation from The
Division of Bond Finance of the State of Florida or any successor thereto for issuance of the
Bonds to finance the Project.
SECTION 9. In the event that the Bonds are not issued and sold and the transactions
contemplated hereby are not closed within the time limit permitted by the confirmation of an
allocation (referred to in 8(h) above) for any reason whatsoever and whether or not as a result
of any failure to find one or more purchasers for the Bonds, any default or failure of
performance by the Issuer, the inability of the Issuer to issue and sell the Bonds or the failure
or inability of the Issuer and the Company to agree to the terms and conditions of the
(4)
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agreements, instruments and other documents provided for herein or contemplated hereby,
the Company agrees unless waived in the sole discretion of the Issuer that:
(a) The Company will (i) pay all its costs and expenses, including any fees
due any attorneys, financial agents or others employed by the Company, (ii) pay the
reasonable fees and expenses of bond counsel, and (iii) reimburse the Issuer for all reasonable
out-of-pocket costs and expenses, including reasonable fees and expenses of the Issuer's
counsel, if any, which the Issuer may have incurred in connection with this Memorandum of
Agreement or the Bond issue.
(b) The Company will indemnify and hold the Issuer, and the Issuer's
members, officers, employees and agents (except with respect to any intentional willful acts by
any member or agent of the Issuer), harmless against any liabilities, allegations or claims of
loss or damage (including attorneys' fees and expenses) pertaining to the Project, the Bonds, or
any transaction contemplated hereunder, or arising out of or predicated upon this
Memorandum of Agreement, any action or non -action taken or omitted in reliance upon this
Memorandum of Agreement, or any default or failure of performance hereunder.
SECTION 10. No covenant or agreement contained in this Memorandum of
Agreement or the Bonds, the trust indenture, the financing agreement, or in any other
instrument relating to the Bonds or the Project, shall be deemed to be a covenant or
agreement or any member, officer, employee or agent of the Issuer in an individual capacity,
and neither the members of any other officer of the Issuer executing the Bonds or any such
agreements or instruments shall be liable personally thereon or be subject to any personal
liability or accountability by reason thereof.
IN WITNESS WHEREOF, the parties have executed this Memorandum of
Agreement and affixed their respective seals, as of the date first written above.
(OFFICIAL SEAL)
ATT
1,,�2�/ —
Caro Gold, Cit lerk
CITY OF TAMARAC, FLORIDA
By. ,
& Z_
f o Schreiber, Mayor
(s)
I hereby certify that I have approved
this AareemiAt as to form.
Kraft, sty Alto
(CORPORATE SEAL)
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EXHIBIT B
PROOF OF PUBLICATION
OF
NOTICE OF PUBLIC HEARING
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Temp. Reso. #8915
February 9, 2000
Page 11
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