5355-93'i-
AMA
ORDINANCE NO. 5355--93
AN ORDINANCE PROVIDING FOR THE REFUNDING OF
THE OUTSTANDING WATER AND SEWER REVENUE BONDS,
SERIES 1988A, AND THE OUTSTANDING WATER AND
SEWER REVENUE BONDS, SERIES 1988B, OF THE CITY
OF CLEARWATER, FLORIDA; PROVIDING FOR THE
ISSUANCE OF NOT EXCEEDING $57,000,000 WATER
AND SEWER REFUNDING REVENUE BONDS, SERIES
1993, OF THE CITY TO BE APPLIED TO PAY THE
PRINCIPAL, REDEMPTION PREMIUM AND INTEREST IN
.ESPECT TO SAID OUTSTANDING OBLIGATIONS;
PROVIDING FOR THE PAYMENT OF THE REFUNDING
BONDS FROM THE NET REVENUES OF THE CITYIS
WATER AND SEWER SYSTEM AND CERTAIN OTHER
MONEYS PLEDGED THEREFOR; PROVIDING FOR THE
RIGHTS OF THE HOLDERS OF SUCH BONDS; MAKING
CERTAIN OTHER COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING CERTAIN OTHER
MATTERS IN CONNECTION THEREWITH; AND PROVIDING
AN EFFECTIVE DATE.
3/16/93
BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
CLEARWATER, FLORIDA:
Section 1. AUTHORITY FOR THIS ORDINANCE. This Ordinance is
enacted pursuant to Chapter 166, Part II, Florida Statutes, and
other applicable provisions of law and pursuant to Section 16R of
Ordinance No. 3674-84, as amended and supplemented (the "Original
Ordinance") and is supplemental to the Original Ordinance.
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Section 2. DEFINITIONS. The following terms shall have the
k following meanings herein, unless the text otherwise expressly
requires. Words importing singular number shall include the plural
number in each case and vice versa, and words importing persons
shall include firms and corporations.
"Accreted Value" shall mean, as of any date of computation
with respect to any,Capital Appreciation Bond, an amount equal to
the principal amount of such Capital Appreciation Bond (the princi-
pal amount at'its initial offering) plus the interest accrued on
such Capital Appreciation Bond from the date of delivery to the
original purchasers thereof to the Interest Payment Date next pre-
ceding the date of computation or the date of computation if an
Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate, compounded semi-annually, plus, with
respect to matters related to the payment upon redemption or
acceleration of the Capital Appreciation Bonds, if such date of
computation shall not be an Interest Payment Date, a portion of the
difference between the Accreted Value as of the immediately pre-
ceding Interest Payment Date and the Accreted Value as of the imme-
diately succeeding Interest Payment Date, calculated based on the
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assumption that Accreted Value accrues during any semi-annual
period in equal daily amounts on the basis of a 360 day year.
"Act" shall mean Chapter 166, Part II, Florida Statutes, and
other applicable provisions of law.
"Additional Bonds" shall mean Bonds issued on a parity with
the Parity Bonds and the 1993 Bonds under Section 16R hereof and
Section 16R of the Original ordinance.
"Amortization Installments" with respect to any Term Bonds of
a series, shall mean an amount or amounts so designated which is or
are established for the Term Bonds of such series, provided that
(i) each such installment shall be deemed to be due on such
interest or principal maturity date of each applicable year as is
fixed by resolution of the Issuer and shall be a multiple of $5,000
principal amount (or $5,000 Maturity Amount, in the case of Capital
Appreciation Term Bonds), and (ii) the aggregate of such install-
ments for such series shall equal the aggregate principal amount
(or Maturity Amount, in the case of Capital Appreciation Term
Bonds) of Term Bonds of such series authenticated and delivered on
original issuance.
"Authorized Investments" shall mean any of the following if
and to the extent the same are at the time legal for investment of
municipal funds: (a) direct obligations of or obligations, the
principal of and interest on which are unconditionally guaranteed
by the United States of America; (b) bonds, debentures, notes or
other evidence of indebtedness payable in cash issued by any of the
following agencies whose obligations represent full faith and
credit of the United States of America: the Export-Import Bank of
the United States, the Federal Financing Banks, Farmers Home
Administration, Maritime Administration, Public Housing Authority
and the Government National Mortgage Association; (c) certificates
of deposit properly secured at all times, by collateral security
described in (a) and (b) above. Such agreements are only accept-
able with commercial banks, savings and loan associations, and
mutual savings banks; (d) the following investments fully insured
by the Federal Deposit Insurance Corporation or the Federal Savings
and Loan Insurance Corporation: (1) certificates of deposit, (2)
savings accounts, (3) deposit accounts, or (4) depository receipts
of a bank, savings and loan associations, and mutual savings banks.
"Bondholder" shall mean a registered owner of a Bond as shown
on the registration books of the Registrar.
"Bond Service Requirement" for any Fiscal Year, as applied to
the Bonds of any series, shall mean the sum of:
(1) the amount required to pay the interest becoming due
on the Bonds of such series during the Fiscal Year, except to
the extent that such interest shall have been provided by
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accounting practice, but shall not include any reserves for
renewals and replacements, for extraordinary repairs or any allow-
ance for depreciation.
"County" shall mean Pinellas County, Florida, a political sub-
division of the State.
"Escrow Deposit Agreement" means that certain Escrow Deposit
Agreement to be entered into by and between the Issuer and a bank
or trust company to be selected and named by the Issuer prior to
the delivery of the 1933 Bonds, in substantially the form attached
hereto as Exhibit A.
"Federal Securities" shall mean only direct obligations of, or
obligations fully guaranteed as to principal and interest by, the
United States of America.
"Fiscal Year" shall mean the period commencing on October 1 of
each year and ending on the succeeding September 30, or such other
period as is at the time prescribed by law.
"Gross Revenues" shall mean all income or earnings, including
any income from the investment of funds as herein provided, derived
by the Issuer from the operation of the System.
"Increased Capacity Requirements" means any increased demand
upon or usage of the capital facilities of the System resulting
from additional connections thereto, or from substantial changes to
or in the use of properties connected thereto.
"Issuer" shall mean the City of Clearwater,. Florida.
"Maturity Amount" means the amount payable upon the stated
maturity of a Capital Appreciation Bond equal to the principal
amount thereof plus all accrued interest thereon from the date of
issue to the date of maturity.
"Maximum Bond Service Requirement" shall mean, as of any par-
ticular date of calculation, the greatest amount of aggregate Bond
Service Requirements for the then current or any future Fiscal
Year.
"Net Revenues" of the System shall mean the Gross Revenues
after deduction of the cost of Operation and Maintenance.
"Original Ordinance" shall mean ordinance No. 3674-84, as
amended and supplemented, of the Issuer, authorizing the Parity
Bonds and the Refunded Bonds.
"Parity Bonds" shall mean, after the refunding of the Refunded
Bonds, the Issuer's outstanding Water and Sewer Revenue Bonds,
Series 1984, and Water and Sewer Revenue Bonds, Series 1988.
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payments into the Sinking Fund out of bond proceeds For a
specific period of time or by payments of investment income
into the Sinking Fund from the Bond Service Account or any
subaccounts therein.
(2) the amount required to pay the principal of Serial
Bonds of such series maturing in such Fiscal Year.
(3) the Amortization Installments for the maturities of
Term Bonds of such series for such Fiscal Year. I
(4) in the event the issuer has purchased or entered into
an agreement to purchase Federal Securities or Authorized
Investments from moneys in the Bond Service Account, then the
income received or to be received on such Federal Securities
or Authorized Investments from the date of acquisition thereof
to the date of maturity thereof, unless otherwise designated
for other purposes, shall be taken into consideration in cal-
culating the payments which will be required to be made into
the Sinking Fund and the Bond Service Account therein. When-
ever such income is applied in calculating a Bond Service
Requirement for any purpose, such income shall also be
excluded in the computation of Gross Revenues for such
purpose.
"Bonds" shall mean the Parity Bonds, the Water and Sewer
Refunding Revenue Bonds, Series 1993, herein authorized to be
issued, and any Additional Bonds hereafter issued under the terms,
conditions, and limitations contained herein. 111993 Bonds" shall
mean the Water and Sewer Refunding Revenue Bonds, Series 1993,
herein authorized.
"Capital. Appreciation Bonds" shall mean Bonds the interest on
which is payable only at maturity or redemption, as determined by
subsequent resolution.
"Capital Appreciation Term Bonds" shall mean capital Appre-
ciation Bonds of a series all of which shall be stated to mature on
one date, which shall be subject to retirement by operation of the
Bond. Amortization Account, and the interest on which is payable
only at maturity or redemption.
"Consulting Engineers' shall mean such qualified and recog-
nized consulting engineers, having a favorable repute for skill and
experience in the construction and operation of such facilities as
the System, at the time retained by the Issuer to perform the acts
and carry out the duties as herein provided for Consulting
Engineers.
"Cost of operation and Maintenance"
the current expenses, paid or accrued,
and repair of the System as calculated
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of the System shall mean
of operation, maintenance
in accordance with sound
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"Payment Date" shall mean, with respect to payment to the
Bondholders of principal or interest on the Bonds, or with respect
to the mandatory amortization of Term Bonds, the date upon which
payment of such principal, interest or Amortization Installment is
required to be made to the Paying Agent.
"Pledged Revenues" shall mean the Net Revenues.
"Put Bonds" shall mean the Term Bonds so designated by resolu-
tion or ordinance of the Issuer at or prior to the time the Bonds
of any series are sold.
"Refunded Bonds" shall mean the Issuer's outstanding Water and
Sewer Revenue Bonds, Series 1988A, and the Water and Sewer Revenue
Bonds, Series 1988B.
"Registrar" shall mean the paying agent for the Bonds, as Bond
Registrar, or such other person, firm or corporation as may there-
after be from time to time designated by the Issuer as the
Registrar for the Bonds,
"Serial Bonds" shall mean any Bonds for the payment of the
principal of which, at the maturity thereof, no Amortization
Installments are required to be made prior to the twelve-month
period immediately preceding the stated date of maturity of such
Serial Bonds.
"System" shall mean the complete combined and consolidated
water system and sanitary sewer system of the Issuer now owned by
the Issuer, or hereafter constructed or acquired by the Issuer,
together with all lands or interests therein, including plants,
buildings, machinery, franchises, pipes, mains, fixtures, equipment
and all property, real or personal, tangible or intangible, now or
hereafter owned or used in connection therewith, and including any
undivided or partial ownership interests therein.
"Term Bonds" shall mean the Bonds of a series all of which
shall be stated to mature on one date and which shall be subject to
retirement by operation of the Bond Amortization Account.
Section 3. FINDINGS. It is hereby ascertained, determined
and declared that:
A. The Issuer now owns, operates and maintains the system and
is empowered to maintain, operate, improve and extend such system
and regulate and fix reasonable rates and charges for the services
furnished thereby.
S. The Issuer derives Gross Revenues from rates, fees and
charges made and collected for the services and facilities of the
System supplying water and sanitary sewerage services and the Gross
Revenues are not pledged or encumbered in any manner, except for
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payment of the Refunded Bonds, which pledge and lien will be
defeased pursuant to the refunding program herein authorized, and
except for payment of the Parity Bonds.
C. The Issuer deems it necessary and in its beat interest to
provide for the refunding of all the outstanding Refunded Bonds.
The refunding program herein described will benefit the Issuer by
reducing the debt service to be paid from the Net Revenues of the
System.
D. The cost of such refunding shall be paid from the proceeds
derived from the sale of the 1993 Bonds, and, if necessary, with
certain other funds available to the Issuer. An amount sufficient
to effect the refunding will be deposited in an irrevocable escrow
account established for the holders of the Refunded Bonds, and
invested in Federal Securities. The principal amounts of and
interest earnings from such Federal Securities will be sufficient
to make timely payments of all presently outstanding principal,
interest, redemption premiums and other costs and obligations
incurred in respect to,the Refunded Bonds.
E. Section 16R of the original ordinance provides for the
issuance of Additional Bonds under the terms, limitations and
conditions provided therein.
F. The Issuer has complied, or will comply prior to the
delivery of the 1993 Bonds, with all the terms, conditions and
restrictions contained in section 16R of the original ordinance.
The Issuer is therefore legally entitled to issue the 1993 Bonds as
Additional Bonds within the authorization contained in the original
ordinance and the covenants in the Original ordinance shall apply
to the 1993 Bonds.
G. The 1993 Bonds herein authorized shall be on a parity and
rank equally, as to lien on and source and security for payment
from the Pledged Revenues and in all other respects, with the
Parity Bonds.
H. The estimated Pledged Revenues will be sufficient to pay
all of the principal of and interest on the 1993 Bonds and the
Parity Bonds, as the same become due, and to make all required
sinking fund, reserve and other payments required under this
Ordinance and the Original ordinance.
1. The principal of and interest on the Bonds and all
required sinking fund, reserve and other payments shall be made
solely from tha 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 or to
make any of the required sinking fund, reserve or other payments,
and any failure to pay the Bonds shall not give rise to a lien upon
any property of or in the Issuer, except the Pledged Revenues.
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J. The total indebtedness of the Issuer, within the meaning
of the Issuer's charter, does not exceed twenty per centum (20t) of
the current assessed valuation of all real property located in the
Issuer, and will not exceed such amount after issuance of the 1993
Bonds.
Section 4. AUTHORIZATION OF REFUNDING OF REFUNDED BONDS.
There is hereby authorized the refunding of the outstanding
Refunded Bonds.
Section S. ORDINANCE TO CONSTITUTE CONTRACT. In considera-
tion of the acceptance of the 1993 Bonds by the Bondholders from
time to time, this Ordinance shall be deemed to be and shall con-
stitute a contract between the Issuer and such Bondholders. The
covenants and agreements herein set forth to be performed by the
Issuer shall be for the equal benefit, protection and security of
the legal Bondholders of any and all of such 1993 Bonds, all of
which shall be of equal rank and without preference, priority or
distinction of any of the 1993 Bonds over any other thereof, except
as expressly provided therein and herein.
Section 6. AUTHORIZATION OF 1993 BONDS. Subject and pursuant
to the provisions hereof, Bonds of the Issuer to be known as "Water
and Sewer Refunding Revenue Bonds, Series 1993" are authorized to
be issued in the aggregate original principal amount of not
exceeding $57, 000, 000 which may mature at a higher value to include
the Maturity Amount of any Capital Appreciation Bonds.
Section 7. DESCRIPTION OF 1993 BONDS. The 1993 Bonds, except
Capital Appreciation Bonds, shall be dated as of a date or dates to
be fixed by subsequent resolution of the Issuer, but not later than
their date of delivery, may be Serial Bonds, Term Bonds, or a com-
bination thereof; shall be designated "R- " and numbered consecu-
tively from one upward in order of authentication; shall be in such
denominations, shall bear interest at such rate or rates not
exceeding the maximum legal rate allowable by law to be payable at
such times,'and shall mature either annually or semi-annually on
such dates and in such years and amounts, all as shall be deter-
mined by subsequent resolution of the Issuer. The 1993 Bonds shall
bear interest from their date or from the most recent interest
payment date to which interest has been paid, until payment of the
principal sum.
The 1993 Bonds shall be issued in fully registered form,
payable as to principal and premium, if any, upon presentation and
surrender thereof on the date fixed for maturity or redemption
thereof at the corporate trust office of the paying agent hereafter
named. Interest on each fully registered 1993 Bond (except the
Capital Appreciation Bonds) shall be paid by check or draft (in the
case of holders of $1,000,000 or more of Series 1993 Bonds, such
payment shall be made by wire transfer if so requested by such
Holder, provided that such Holder pays for the cost of such wire
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5356- - 7
transfer) mailed to the person in whose name the Bond is
registered, at his or her address as it appears on the Bond
Register maintained by the Bond Registrar, at the close of business
on the 15th day of the month (whether or not a business day) next
preceding the interest Payment Date (the "Record Date'$),
irrespective of any transfer of each Bond subsequent to such Record
Date and prior to such interest Payment Date, unless the Issuer
shall be in default in payment of interest due on such interest
Payment Date. In the event of any such default, such defaulted
interest shall be payable to the person in whose name such Bond is
registered at the close of business on a special record date for
the payment of defaulted interest as established by notice mailed
by the Registrar to the registered owner of the 1993 Bonds (except
the Capital Appreciation Bonds) not less than fifteen days
preceding such special record date. Such notice shall be mailed to
the person in whose name such Bond is registered at the close of
business on the fifth (5th) day preceding the date of mailing. All
payments shall be made in accordance with and pursuant to the terms
of this ordinance and the 1993 Bonds and shall be payable in any
coin or currency of the United States of America which, at the time
of payment is legal tender for the payment of public or private
debts.
The Capital Appreciation Bonds, if any, shall be dated as of
a date or dates to be fixed by subsequent resolution of the Issuer,
but not later than their date of delivery; shall be designated "CA-
l1 and numbered from 1 upward in order of authentication; shall
mature on such dates; and the principal amounts thereof shall
accrete at the approximate annual yield (subject to rounding the
Accreted Values), all as set forth by subsequent resom-ition of the
Issuer.
No 1993 Bond shall be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
ordinance until the certificate of authentication endorsed on the
Bond shall have been duly signed by the Bond Registrar.
If the date for payment of the principal of, premium, if any,
or interest on the 1993 Bonds shall be a Saturday, Sunday, legal
holiday or a day on which the banking institutions in the city
where the corporate trust office of the paying agent is located are
authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not a
Saturday, Sunday or legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date
of payment.
The 1993 Bonds (except the Capital Appreciation Bonds) may be
issued or exchanged for Bonds in coupon form, payable to bearer, In
such form, with such attributes and upon such conditions as the
Issuer may provide by supplemental resolutions, upon receipt of an
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opinion from a nationally recognized bond counsel that such issu-
ance or exchange will not cause interest on the Bonds to be includ-
able in gross income of the holder for federal income tax purposes.
Section $. EXECUTION OF 1993 BONDS. The 1993 Bonds shall be
executed in the name of the Issuer by the Mayor--commissioner and
City Manager and attested by the City Clerk, and approved as to
form, sufficiency and correctness by the City Attorney, either
manually or with his facsimile signature, and the official seal of
the Issuer or a facsimile thereof shall be affixed thereto or
reproduced thereon. The facsimile signature of such officers may
be imprinted or reproduced on the 1993 Bonds. The Certificate of
Authentication of the Bond Registrar shall appear on the 1993
Bonds, and no bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit under this ordinance unless
such certificate shall have been duly executed on such 1993 Bond.
The authorized signature for the Bond Registrar shall be either
manual or facsimile; provided, however, that at least one of the
signatures appearing on the 1993 Bonds shall at all times be a
manual signature. In case any officer whose signature shall appear
on any 1993 Bonds shall cease to be such officer before the
delivery of such 1993 Bonds, such signature or facsimile shall
nevertheless be valid and sufficient for all purposes the same as
if he had remained in office until such delivery. Any 1993 Bonds
may be signed and sealed on behalf of the Issuer by such person who
at the actual time of the execution of such 1993 Bonds shall hold
the proper office with the Issuer, although at the date of
enactment of this Ordinance such person may not have held such
office or may not have been so authorized.
Section 9. NEGOTIABILITY. Subject to the provisions hereof
respecting registration and transfer, the 1993 Bonds shall be and
shall have all the qualities and incidents of negotiable
instruments under the laws of the State of Florida, and each
successive holder, in accepting any of the 1993 Bonds, shall be
conclusively deemed to have agreed that the 1993 Bonds shall be and
have all of such qualities and incidents of negotiable instruments
under the Uniform Commercial. Code -- Investment Securities of the
State of Florida.
Section 10. REGISTRATION, EXCHANGE AND TRANSFER. There shall
be a Bond Registrar for the 1993 Bonds which may be the Issuer or
a designated bank or trust company located within or without the
State of Florida. The Bond Registrar shall maintain the registra-
tion books of the Issuer and be responsible for the transfer and
exchange of the 1993 Bonds. The Issuer shall, prior to the
proposed date of delivery of the Bonds, by resolution designate the
Bond Registrar and Paying Agent. The Bond Registrar shall maintain
the books for the registration of the transfer and exchange of the
1993 Bonds in compliance with the Florida Registered Public
Obligations Act and the system of registration as established by
the Issuer pursuant thereto.
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Bonds may be transferred upon the registration books, upon
delivery to the Registrar, together with written instructions as to
the details of the transfer of such 1993 Bonds, along with the
social security number or federal employer identification number of
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 of the trust and
the name of the trustee. No transfer of any 1993 Bond shall be
effective until entered on the registration books maintained by the
Bond Registrar.
Upon surrender for transfer or exchange of any 1993 Bond, the
Issuer shall execute and the Bond Registrar shall authenticate and
deliver in the name of the registered owner or the transferee or
transferees, as the case may be, a new fully registered 1993 Bond
or 1993 Bonds of authorized denominations of the same maturity and
interest rate for the aggregate principal amount which the
registered owner is entitled to receive at the earliest practicable
time in accordance with the provisions of this Ordinance. The
Issuer or the Bond Registrar may charge the owner of such 1993 Bond
for every such transfer or exchange an amount sufficient to
reimburse them for their reasonable fees and for any tax, fee, 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 1993 Bond shall be delivered.
All 1993 Bonds presented for transfer, exchange, redemption or
payment (if so required by the Bond Registrar), shall be accom-
panied by a written instrument or instruments of transfer or
authorization for exchange, in form and with guaranty of signature
satisfactory to the Bond Registrar, duly executed by the registered
holder or by his duly authorized attorney in fact or legal
representative.
All 1993 Bonds 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. New 1993 Bonds delivered upon any transfer or exchange
shall be valid obligations of the Issuer, evidencing the same debt
as the 1993 Bond surrendered, shall be secured by this Ordinance
and shall be entitled to all of the security and the benefits
hereof to the same extent as the 1993 Bonds surrendered.
The Issuer and the Bond Registrar may treat the registered
owner of any 2993 Bond as the absolute owner thereof for all
purposes, whether or not such 1993 Bonds shall be overdue, and
shall not be bound by any notice to the contrary.
Notwithstanding the foregoing provisions of this section, the
Issuer reserves the right, on or prior to the delivery of the 1993
Bonds to amend or modify the foregoing provisions relating to the
registration of the 1993 Bonds by resolution or ordinance in order
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to comply with all applicable laws, rules, and regulations of the
United States and/or the State of Florida relating thereto. In
addition, pursuant to a resolution adopted prior to the issuance of
the Series 1993 Bonds, the Issuer may establish a book--entry--only
system of registration for the Series 1993 Bonds, the provisions of
which shall be deemed to modify any inconsistent provisions of this
ordinance.
Section 11, 1993 BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any 1993 Bond shall become mutilated, or be destroyed,
stolen or lost, the Issuer may in its discretion issue and deliver
a new 1993 Bond of like tenor as the 1993 Bond so mutilated,
destroyed, stolen or lost, in exchange and substitution for such
mutilated 1993 Bond upon surrender and cancellation of such
mutilated Bond or in lieu of and substitution for the Bond
destroyed, stolen or lost, and upon the holder furnishing the
Issuer proof of his ownership thereof and satisfactory indemnity
and complying with such other reasonable regulations and conditions
as the Issuer may prescribe and paying such expenses as the Issuer
may incur. All 1993 Bonds so surrendered shall be canceled by the
Registrar for the 1993 Bonds. If any of the 1993 Bonds shall have
matured or be about to mature, instead of issuing a substitute 1993
Bond, the Issuer may pay the same, upon being indemnified as afore-
said, and if such 1993 Bonds be lost, stolen or destroyed, without
surrender thereof.
Any such duplicate 1993 Bonds issued pursuant to this section
shall constitute original, additional contractual obligations on
the part of the Issuer whether or not the lost, stolen or destroyed
1993 Bonds be at any time found by anyone, and such duplicate 1993
Bonds 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 all other 1993
Bonds issued hereunder.
Section 12. PROVISIONS FOR REDEMPTION. The 1993 Bond, shall
be redeemable as provided by subsequent resolution of the Issuer.
1993 Bonds in denominations greater than an authorized
denomination (or authorized Maturity Amount in the case of capital
Appreciation Bonds) shall be deemed to be an equivalent number of
1993 Bonds in the denomination of an authorized denomination or
Maturity Amount. If a 1993 Bond is of a denomination or maturity
Amount larger than an authorized denomination or Maturity Amount,
a portion of such 1993 Bond may be redeemed, in the amount of an
authorized denomination or Maturity Amount or integral multiples
thereof.
Notice of such redemption, identifying the 1993 Bonds or
portions thereof called for redemption (i.) shall be filed with the
paying agents and any Registrar; and (ii) shall be mailed by the
Registrar, first-class mail, postage prepaid, to all registered
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owners of the 1993 Bonds to be redeemed not more than sixty (60)
days and not less than thirty (30) days prior to the date fixed for
redemption at their addresses as they appear on the registration
books to be maintained in accordance with the provisions hereof.
Failure to give such notice by mailing to any owner of 1993 Bonds,
or any defect therein, shall not affect the validity of any
proceeding for the redemption of other Bonds.
Notice having been mailed and filed in the manner and under
the conditions hereinabove'provided, the 1993 Bonds or portions of
1993 Bonds so called for redemption shall, on the redemption date
designated in such notice, become and be due and payable at the
redemption price provided for redemption of such 1993 Bonds or
portions of 1993 Bonds on such date. On the date so designated for
redemption, notice having been mailed and filed and moneys for
payment of the redemption price being held in separate accounts in
trust for the holders of the 1993 Bonds or portions thereof to be
redeemed, all as provided in this ordinance, interest on the 1993
Bonds or portions of 1993 Bonds so called for redemption shall
cease to accrue, such 1993 Bonds and portions of 1993 Bonds shall
cease to be entitled to any lien, benefit or security under this
ordinance, and the holders or Registered owners of such 1993 Bonds
or portions of 1993 Bonds, shall have no rights in respect thereof,
except the right to receive payment of the redemption price
thereof.
Upon surrender of any 1993 Bond for redemption in part only,
the Issuer shall issue and deliver to the registered owner thereof,
the costs of which shall be paid by the registered owner, a new
1993 Bond or 1993 Bonds of authorized denominations or Maturity
Amounts in aggregate principal amount equal to the unredeemed
portion surrendered.
In addition to the foregoing notice, further notice shall be
given by the Issuer as set out below, but no defect in said further
notice nor any failure to give all or any portion of such further
notice shall in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as above prescribed.
(1) Each further notice of redemption given hereunder
shall contain the information required above for an official
notice of redemption plus (i) the CUSIP numbers of all 1993
Bonds being redeemed; (ii) the date of issue of the 1993 Bonds
as originally issued; (iii) the rate of interest borne by each
Bond being redeemed; (iv) the maturity date of each Bond being
redeemed; and (v) any other descriptive information needed to
identify accurately the 1993 Bonds being redeemed.
(2) Each further notice of redemption shall be sent at
least 35 days before the redemption date by registered or
certified mail or overnight delivery service to all registered
securities depositories then in the business of holding
12
A
substantial amounts of obligations of types similar to the
type of which the 1993 Bonds consist (such depositories now
being Depository Trust Company of New York, New York, Midwest
Securities Trust Company of Chicago, Illinois, Pacific
Securities Depository Trust Company of San Francisco, Califor-
nia, and Philadelphia Depository Trust Company of Philadel-
phia, Pennsylvania) and to one or more national information
services that disseminates notices of redemption of
obligations such as the 1993 Bonds.
(3) Each such further notice shall be published one time
in the Bond Buyer of New York, New York or, if such publica-
tion is impractical or unlikely to reach a substantial number
of the Holders of the Bonds, in some other financial newspaper
or journal which regularly carries notices of redemption of
obligations similar to the Bonds, such publication to be made
at least 30 days prior to the date fixed for redemption.
Section 13. FORM OF 1993 BONDS. The text of the 1993 Bonds
shall be in substantially the form attached hereto as Exhibit B,
with such omissions, insertions and variations as may be necessary
and desirable and authorized and permitted by this ordinance or by
any subsequent ordinance or resolution adopted prior to the
issuance thereof.
Section 14. BONDS NOT DEBT OF ISSUER. The Bonds shall not be
or constitute general indebtedness of the Issuer within the meaning
of any constitutional or statutory provision or limitation, but
shall be payable solely from and secured by a prior lien upon and
pledge of the Pledged Revenues herein provided. No Bondholder
shall ever have the right to compel the exercise of the ad valorem
taxing power of the Issuer or taxation in any form of any real
property therein to pay the Bonds or the interest thereon or be
r' entitled to payment of such principal and interest from any other
funds of the Issuer except from the Pledged Revenues in the manner
provided herein.
Section 15. PLEDGED REVENUES. Until payment has been pro-
vided for as herein permitted, the payment of the principal of and
interest on the Bonds :shall be secured forthwith equally and
ratably by an irrevocable lien on the Pledged Revenues prior and
superior to all other liens or encumbrances on such Pledged Reve-
nues and the Issuer does hereby irrevocably pledge such Pledged
Revenues to the payment of the principal of and interest on the
Bonds, the reserves therefor, and for all other required payments.
The Pledged Revenues shall immediately be subject to the lien of
this pledge without any physical delivery thereof or further act,
and the lien of this pledge shall be valid and binding as against
all parties having claims of any kind in tort, contract or
otherwise against the Issuer. All funds and accounts created
pursuant hereto shall be held by the Finance Director (or such
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0
other officer of the Issuer as shall be approved by the City
Commission) as trust funds for payment of the Bonds.
Section 16. COVENANTS OF THE ISSUER. Until all principal of
and interest on the Bonds shall have been paid or provided for as
herein permitted, the Issuer covenants with the Bondholders as
follows:
A. REVENUE FUND. The entire Gross Revenues shall upon
receipt thereof be deposited in the Revenue Fund created and
established by the original ordinance. Such Revenue Fund shall
constitute a trust fund for the purposes herein provided and shall
be kept separate and distinct from all other funds of the Issuer
and used only for the purposes and in the manner herein provided.
B. DISPOSITION OF REVENUES. All funds at any time remaining
on deposit in the Revenue Fund shall be disposed of on or before
the twentieth day of each month, commencing in the month immedi-
ately following the delivery of the 1993 Bonds, only in the fol-
lowing manner and in the following order of priority:
(1) Funds shall first be used for deposit into the opera-
tion and Maintenance Fund, which was established by the origi-
nal ordinance, of such sums as are necessary for the Cost of
Operation and Maintenance, for the next ensuing month.
(2) From the moneys remaining in the Revenue Fund, the
Issuer shall next deposit into the Sinking Fund created by the
original ordinance, such sums as will be sufficient to pay (a)
one-sixth (1/6) of all interest becoming due on the Bonds on
the next semi-annual interest payment date; (b) commencing in
the first month which is twelve (12) months or six (6) months
'prior to the first annual or semi-annual maturity date,
respectively, of any Serial Bonds, one-twelfth (1/12) or one-
sixth (1/6), respectively, of the amount of Serial Bonds which
will become due and payable on the next annual or semiannual
principal maturity date, respectively, and (c) one-twelfth
(1/12) of the Amortization Installment required to be made on
the next annual payment date or one-sixth (1/6) of the Amorti-
zation Installment required to be made on the next semi-annual
payment date into a "Bond Amortization Account", created and
established in the Sinking Fund by the Original ordinance.
Such payments shall be credited to a separate special account
for each series of Term Bonds outstanding, and if there shall
be more than one stated maturity for Term Bonds of a series,
then into a separate special account in the Sinking Fund for
each such separate maturity of Term Bonds. The funds and
investments in each such separate account shall be pledged
solely to the payment of principal of the Term Bonds of the
series or maturity within a series for which it is established
and shall not be available for payment, purchase or redemption
of-Term Bonds of any other series or within a series, or for
14
transfer to the Sinking Fund to make up any deficiencies in
required payments therein, The Amortization Installments may
be due either annually or semiannually, but in any event, the
required payments as set forth above shall be made monthly
commencing in the first month which is six (6) months or
twelve (12) months, as the case may be, prior to the date on
which the Amortization Installment is required to be made
pursuant to (c) above.
Upon the sale of any series of Term Bonds, the Issuer
shall by resolution, establish the amounts and maturities of
such Amortization Installments for each series, and if there
shall be more than one maturity of Term Bonds within a series,
the Amortization Installments for the Term Bonds of each
maturity. In the event the moneys deposited for retirement of
a maturity of Term Bonds are required to be invested, in the
manner provided below, the Amortization Installments may be
stated in terms of either the principal amount of the invest-
ments to be purchased on, or the cumulative amounts of the
principal amount of investments required to have been pur-
chased by, the payment date of such Amortization Installment.
Moneys on deposit in each of the separate special
accounts in the Bond Amortization Account shall be used for
the open market purchase or the redemption of Term Bonds of
the series or maturity of Term Bonds within a series for which
such separate special account is established or may remain in
said separate special account and be invested until the stated
date of maturity of the Term Bonds. The resolution estab-
lishing the Amortization Installments for any series or
maturity of Term Bonds may limit the use of moneys to any one
or more of the uses set forth in the preceding sentence and
may specify the type or types of investments permitted here-
under to be purchased.
(3) Moneys remaining in the Revenue Fund shall next be
applied by the Issuer to maintain a Reserve Account, which
Reserve Account was created and established by the Original
ordinance, in a sum equal to and sufficient to pay the Maximum
Bond Service Requirement on all outstanding Bonds becoming due
in any ensuing Fiscal Year, all or a portion of which sum may
be initially provided from the proceeds of the sale of the
Bonds and/or other moneys of the Issuer. The Issuer shall
thereafter deposit into said Reserve Account an amount equal
to one-twelfth (1/12) of twenty per cent (20%) of the differ-
ence between the amount, if any, so deposited upon the deli-
very of the Bonds and the amount of the Maximum Bond service
Requirement on all outstanding Bonds becoming due in any
ensuing Fiscal Year. No further payments shall be required to
be made into such Reserve Account when there has been
deposited therein and as long as there shall remain on deposit
15
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ORA 0".
therein a sum equal to the Maximum Bond Service Requirement on
all outstanding Bonds becoming due in any ensuing Fiscal Year.
Any withdrawals from the Reserve Account shall be subse-
quently restored from the first moneys available in the Reve-
nue Fund after all required current payments into the Sinking
Fund and into the Reserve Account, including all deficiencies
for prior payments, have been made in full.
Moneys in the Reserve Account shall be used only for the
purpose of the payment of maturing principal (including
Amortization Installments) of or interest on the Bonds when
the moneys in the Sinking Fund are insufficient therefor, and
for no other purpose. Upon the issuance by the Issuer of any
Additional. Bonds under the terms, limitations and conditions
provided in this ordinance and the original Ordinance, the
payments into the Reserve Account shall be increased so that
the amount on deposit therein shall be equal to the Maximum
Bond Service Requirement on all Bonds outstanding and to be
outstanding.
Whenever the amount on deposit in the Reserve Account
exceeds the Maximum Bond Service Requirement on all Bonds then
outstanding, the excess may be withdrawn and deposited into
the Sinking Fund.
The Issuer shall not be required to make any further pay-
ments into the Sinking Fund or into the Reserve Account when
the aggregate amount of moneys in the Sinking Fund and the
Reserve Account are at least equal to the aggregate principal
amount of Bonds then outstanding, plus the amount of interest
then due or thereafter to become due on the Bonds then
outstanding.
Notwithstanding the foregoing provisions, in lieu of the
required deposits of Revenues into the Reserve Account, the
Issuer may cause to be deposited into the Reserve Account a
surety bond or an insurance policy issued by a reputable and
recognized insurer for the benefit of the Bondholders in an
amount equal to the difference between the Maximum Bond Ser-
vice Requirement and the sums then on deposit in the Reserve
Account, if any, which surety bond or insurance policy shall
be payable (upon the giving of notice as required thereunder)
on any interest payment date on which a deficiency exists
which cannot be cured by funds in any other account held pur-
suant to this ordinance and the original Ordinance and avail-
able for such purpose. The insurer providing such surety bond
or insurance policy shall be an insurer whose municipal bond
insurance policies insuring the payment, when due, of the
principal of and interest on municipal bond issues results in
such issues being rated in the highest rating category by
Standard & Poor's Corporation or Moody's Investors Service,
16
Oft Ob
Inc., or their successors. If a disbursement is made from a
surety bond or an insurance policy provided pursuant to this
paragraph, the Issuer shall be obligated to either reinstate
the maximum limits of such surety bond or insurance policy
immediately following such disbursement or to deposit into the
Reserve Account, as herein provided in this paragraph for
restoration of withdrawals from the Reserve Account, funds in
the amount of the disbursement made under such policy, or a
combination of such alternatives.
(4) The Issuer shall next apply and deposit the moneys in
the Revenue Fund into the Renewal and Replacement Fund created
by the Original Ordinance. The Issuer shall deposit into such
Renewal and Replacement Fund an amount equal to one-twelfth
(1/12) of five per centum (5%) of the Gross Revenues of the
System for the previous Fiscal Year, or such other amount as
is certified as necessary for the purposes of the Renewal and
Replacement Fund by the Consulting Engineer and as approved by
the City Commission. The moneys in said Renewal and
Replacement Fund shall be used only for the purpose of paying
the cost of extensions, enlargements or additions to or the
replacement of capital assets of the System and emergency
repairs thereto. Such moneys on deposit in such Fund shall
also be used to supplement the Reserve Account if necessary in
order to prevent a default in the payment of the principal of
and interest on the Bonds.
(5) To the extent junior lien bonds are issued and out-
standing (which subordinated bonds the Issuer reserves the
right to issue), the Issuer shall next apply moneys in the
Revenue Fund to the payment of principal of, redemption pre-
mium, if any, and interest on such subordinated debt of the
Issuer.
(6) The balance of any moneys remaining in the Revenue
Fund after the above required payments have been made may
either be deposited into either the Renewal -and Replacement
Fund or the Sinking Fund, or may be used for the purchase or
redemption of Bonds, or may be used by the Issuer for any
lawful purpose of the Issuer.
C. INVESTMENT OF FUNDS. The Operation and Maintenance Fund,
the Sinking Fund, the Reserve Account, the Renewal and Replacement
Fund, the Revenue Fund, the Construction Fund, and any other'spe-
cial funds herein and in the original Ordinance established and
created shall constitute trust funds for the purposes provided
herein for such funds. All such funds shall be continuously
secured in the same manner as state and municipal deposits are
required to be secured by the laws of the State of Florida. Moneys
on deposit in any of such funds and accounts may be invested and
reinvested in Authorized Investments.
17
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OA O*A
Investments made with moneys in the Construction Fund, the
Revenue Fund, the Operation and Maintenance Fund, and the Sinking
Fund (except the Bond Amortization Account therein), must mature
not later than the date that such moneys will be needed. Invest-
ments made with moneys in the accounts in the Bond Amortization
Account, in the Reserve Account and in the Renewal and Replacement
Fund must mature, in the case of the accounts in the Bond Amortiza-
tion Account not later than the stated date of maturity of the Term
Bonds to be retired from the sub-accounts in the Bond Amortization
Account from which the investment is made, in the case of the
Reserve Account not later than the final maturity of any Bonds then
outstanding, and in the case of the Renewal and Replacement Fund,
not later than such date as shall be determined by the Issuer. Any
and all income received by the Issuer from all such investments
shall be deposited into the Revenue Fund, except however, that
investment income earned in the Bond Amortization Account may be
retained therein or deposited into the Sinking Fund and used to pay
maturing principal of and interest on the Bonds, at the option of
the Issuer.
The cash required to be accounted for in each of the foregoing
funds and accounts established herein may be deposited in a single
bank account, and funds allocated to the various accounts
established herein may be invested in a common investment pool,
provided that adequate accounting records are maintained to reflect
and control the restricted allocation of the cash on deposit
therein and such investments for the various purposes of such funds
and accounts as herein provided.
The designation and establishment of the various funds in and
by this Ordinance shall not be construed to require the establish-
ment of any completely independent, self--balancing funds as such
term is commonly defined and used in governmental accounting, but
rather is intended solely to constitute an earmarking of certain
revenues and assets of the System for certain purposes and to
establish certain priorities for application of such revenues and
assets as herein provided.
D. OPERATION AND MAINTENANCE. The Issuer will maintain the
System and all parts thereof in good condition and will operate the
same in an efficient and economical manner, making such expendi-
tures for equipment and for renewals, repairs and replacements as
may be proper for the economical operation and maintenance thereof.
E. RATE ORDINANCE. The Issuer has enacted or will enact a
rate ordinance and thereby will fix, establish and maintain such
rates and will collect such fees, rentals and other charges for the
services and facilities of the System and revise the same from time
to time whenever necessary, as will always provide Gross Revenues
in each Fiscal Year sufficient to pay the Cost of Operation and
Maintenance of the System in such Fiscal Year, one hundred fifteen
per centum (115%) of the Bond Service Requirement becoming due in
18
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such Fiscal Year on the outstanding Parity Bonds, on the out-
standing 1993 Bonds and on all outstanding Additional Bonds, plus
one hundred per centum (100%) of all reserve and other payments
required to be made pursuant to this ordinance and the Original
Ordinance. Such rates, fees, rentals and other charges shall not
be reduced so as to be insufficient to provide Gross Revenues for
such purposes.
F. BOOKS AND RECORDS. The Issuer shall keep books and
records of the System, which books and records shall be kept
separate and apart from all other books, records and accounts of
the Issuer, and Bondholders shall have the right at all reasonable
times to inspect all records, accounts and data of the Issuer
relating thereto.
G. ANNUAL AUDIT. The Issuer shall also, at least once a
year, cause the books, records and accounts relating to the System
to be properly audited by a recognized independent firm of certi-
f ied public accountants and shall make generally available the
report of such audits to any Bondholder.
H. NO MORTGAGE OR BALE OF THE SYSTEM. The Issuer irrevocably
covenants, binds and obligates itself not to sell, lease, encumber
or in any manner dispose of the System as a whole until all of the
Bonds shall have been paid in full as to both principal and
interest, or payment shall have been duly provided for under this
ordinance.
The foregoing provision notwithstanding, the Issuer may sell
or dispose of, for fair market value, any properties or parts of
the System which the Consulting Engineer shall certify in writing
are not necessary for the continued operation of the System and
c; that the sale or disposal of which will not adversely affect the
Gross Revenues to be derived from the System to such an extent that
the Issuer will fail to comply with the covenants contained herein,
including Section 16(E) of this Ordinance and the Original
Ordinance.
The proceeds derived from any sale or disposal of any proper-
ties or parts of the System as provided for in the above paragraph
shall, in the discretion of the Issuer, be (1) deposited in the
Renewal and Replacement Fund and used exclusively for the purpose
of paying the cost of extensions, enlargements or additions to, or
the replacement of capital assets of the System and for unusual or
extraordinary repairs thereto, or for the construction or acquisi-
tion of additions, extensions and improvements to the System, or
(2) for the purchase or retirement of the Bonds then outstanding.
However, if the Consulting Engineer certifies that proceeds are
necessary for the purposes stated in part (1) above, such proceeds
shall remain in the Renewal and Replacement Fund until such certi-
fied requirements are satisfied, and the proceeds shall not be used
1.9
SIRY5 -J&
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for any other purpose allowed by this Ordinance or the Original
Ordinance.
1. INSURANCE. The Issuer will make adequate provision to
maintain fire and windstorm insurance on all buildings and struc-
tures and properties of the System which are subject to loss
through fire or windstorm, public liability insurance, and other
insurance of such types and in such amounts as are normally carried
in the operation of similar public and private utility systems
within the State of Florida. Any such insurance shall be placed
with nationally recognized and reputable insurors or under State
approved and authorized self insurance programs or any combination
of both and shall be carried for the benefit of the Bondholders.
All monies received for losses under any such insurance, except
public liability, are hereby pledged by the Issuer as security for
the Bonds, until and unless such proceeds are used to remedy the
loss or damage for which such proceeds are received, either by
repairing the property damaged or replacing the property destroyed
within ninety (90) days from the receipt of such proceeds.
J. NO'FREE SERVICE. The Issuer will not render or cause to
be rendered any free services of any nature by its System, nor will
any preferential rates be established for users of the same class.
This covenant shall not prevent individual contracts with other
governmental entities for the wholesale delivery of services of the
System. The Issuer, including its departments, agencies and
instrumentalities, shall avail itself of the facilities or services
provided by the System or any part thereof, and the same rates,
fees or charges applicable to other customers receiving like ser-
vices under similar circumstances shall be charged to the Issuer
and any such department, agency or instrumentality. Such charges
shall be paid as they accrue, and the Issuer shall transfer from
its general funds sufficient sums to pay such charges. The reve-
nues so received shall be deemed to be Gross Revenues derived from
the operation of the System and shall be deposited and accounted
for in the same manner as other Gross Revenues derived from such
operation of the System.
R. MANDATORY CONNECTION. To the full extent permitted by law
the Issuer will adopt and keep in force and effect an ordinance
requiring" that all improved premises with respect to which water or
sewer services from the System are available shall connect such
premises to the System and shall obtain available water and sewer
services only from the System.
L. ENFORCEMENT OF COLLECTIONS. The Issuer will diligently
enforce and collect all fees, rentals or other charges for the
services and facilities of the System and take all steps, actions
and proceedings for the enforcement and collection of such fees,
rentals or other charges which shall become delinquent to the full
extent permitted or authorized by the Act and by the laws of the
State of Florida.
20
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The Issuer will, under reasonable rules and regulations, shut
off and discontinue the supplying of the water service and the
sewer service of the System for the nonpayment of fees, rentals or
other charges for said water service or said sewer service, or
either of them,.and will not restore said water service or sewer
service, or either of them, until all delinquent charges for both
water service and sewer service, together with interest and reason-
able penalties, have been paid in full,
M. REMEDIES. Any Bondholder, or any trustee acting for the
Bondholders may, either at law or in equity, by suit, action, man-
damus or other proceedings in any court of competent jurisdiction,
protect and enforce any and all rights, including the right to the
appointment of a receiver, existing under the laws of the State of
Florida, or granted and contained herein, and may enforce and com-
pel the performance of all duties herein required or by any applic-
able statutes to be performed by the Issuer or by any officer
thereof.
Nothing herein, however, shall be construed to grant to any
Bondholders any lien on any real property of the Issuer.
N. CONSULTING ENGINEERS. The Issuer will retain an inde-
pendent consulting engineer or engineering firm having a favorable
reputation for skill and experience for the design, construction
and operation of systems of comparable size and character as the
System, for the purpose of providing the Issuer competent engi-
neering counsel in connection with the making of the capital
improvements. The Issuer may, however, employ additional engineers
at any time with relation to specific engineering and operation
problems arising in connection with the System.
0. CITY MANAGER REPORTS. On an annual basis, within 45 days
of the receipt' of the annual audit of the System provided for
above, the Issuer shall cause to be prepared by the city Manager a
report or survey of the System with respect to the management of
the properties thereof, the sufficiency of the rates and charges
for services, the proper maintenance of the properties of the Sys-
tem and the necessity for capital improvements and recommendations
therefor. Such a report or survey shall also show any failure of
the Issuer to perform or comply with the covenants herein con-
tained, including those contained in subsection I above..
In the event that such annual report reflects that the rates
and charges for services are insufficient to protect the rights of
the Bondholders, then the Issuer shall take such steps as are
required by law to raise the rates and charges for services. In
the event that the annual report indicated that the rates and
charges for services should be increased substantially pro rata as
to all classes of service, then, to the full extent permitted by
law, the Issuer shall raise the rates and charges for services
without the necessity for notice or public hearing.
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P. NO COMPETING SYSTEM. To the full extent permitted by law
the Issuer will not grant or cause, consent to, or allow the
granting of any franchise or permit to any person, firm, corpora-
tion or body or agency or instrumentality whatsoever for the fur-
nishing of water or sanitary sewerage services to or within the
service area of the System, if determined by the Consulting
Engineers to be materially competitive with the System and
adversely affecting the Gross Revenues derived from the operation
thereof.
Q. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not issue
any other obligations, except under the conditions and in the man-
ner provided herein, payable from the Pledged Revenues, nor volun-
tarily create or cause to be created any debt, lien, pledge,
assignment, encumbrance or other charge having priority to or being
on a parity with the lien of the Parity Bonds and the 1993 Bonds
and the interest thereon upon the Pledged Revenues. Any other
obligations issued by the Issuer in addition to the Parity Bonds,
the 1993 Bonds or Additional Bonds provided for in subsection R
below, payable from the Pledged Revenues shall contain an express
statement that such obligations are junior and subordinate in all
respects to the Bonds as to lien on and source and security for
payment from the Pledged Revenues.
R. ISSUANCE OF ADDITIONAL BONDS. Additional Bonds, payable
on a parity from the Pledged Revenues with the Parity Bonds and the
1993 Bonds, shall be issued only for the purposes of refunding a
part of the outstanding Bonds or financing the cost of extensions,
additions and improvements to the System and for the acquisition
and construction of, and extensions, additions and improvements to,
sewer and/or water systems which are to be consolidated with the
System and operated as a single combined utility. Additional
Bonds, other than for refunding purposes, shall be issued only upon
compliance with all of the following conditions:
(1) There shall have been obtained and filed with the
City Clerk of the Issuer a certificate of a qualified and
recognized firm of independent certified public accountants
stating: (a) that the books and records of the Issuer relative
to the system have been audited by such firm; (b) the amount
of the Net Revenues derived for the Fiscal Year preceding the
date of issuance of the proposed Additional Bonds or for any
12 consecutive months during the 18 months immediately pre-
ceding the date of the issuance of the Additional Bonds with
respect, to which such certificate is made, adjusted as herein
below provided; (c) that the aggregate, amount of such Net
Revenues, as adjusted, for the period for which such Net Reve-
nues are being certified is equal to not less than 120% of the
Maximum Bond Service Requirement becoming due in any Fiscal
Year thereafter on (i) all Bonds then outstanding, and (ii) on
the Additional Bonds with respect to which such certificate Is
made.
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(2) Upon recommendation of the Consulting Engineers, the
Net Revenues certified pursuant to (b) in the previous para-
graph may be adjusted for purposes of this Subsection by
including: (a) 100% of the additional Net Revenues which in
the opinion of the consulting Engineer would have been derived
by the issuer from rate increases adopted before the Addi-
tional Bonds are issued, if such rate increases had been
implemented before the commencement of the period for which
such Net Revenues are being certified, and (b) 100% of the
additional Net Revenues estimated by the Consulting Engineer
to be derived during the first full twelve month period after
the facilities of the System are extended, enlarged, improved
or added to with the proceeds of the Additional Bonds with
respect to which such certificate is made. The adjustments
described in Section 16(R)(2)(b) may only be made if the Net
Revenues as adjusted under Section 16(R)(2)(a) for the period
for which such Net Revenues are being certified equals at
least 1.00 times the Maximum Bond Service Requirement becoming
due in any Fiscal Year thereafter on (i) all Bonds then
outstanding; and (ii) on the Additional. Bonds with respect to
which such certificate is made.
(3) Each ordinance or resolution authorizing the issuance
of Additional Bonds will recite that all of the covenants
herein contained will be applicable to such Additional Bonds.
(4) The Issuer shall not be in default in performing any
of the covenants and obligations assumed hereunder, and all
payments herein required to have been made into the accounts
and funds, as provided hereunder, shall have been made to the
full extent required.
S. MAINTENANCE OF SYSTEM. The Issuer will maintain the
System in good condition and continuously operate the same in an
efficient manner and at a reasonable cost.
T. APPLICATION OF REFUNDED BONDS FUNDS AND ACCOUNTS. A pro
rata portion of the moneys in the funds and accounts created by the
ordinances which authorized the issuance of the Refunded Bonds may,
in the discretion of the Issuer, be transferred to and deposited in
the' like funds and accounts created by this ordinance or may be
used by the Issuer, in whole or in part, to effect the refunding of
the Refunded Bonds, as evidenced by a certificate of the City
Manager directing such transfer and use. All funds and accounts
created by this Ordinance may be held by more than one depositary
in the discretion of the Issuer.
Section 17. APPLICATION OF PROCEEDS OF THE 1993 BONDS. All
moneys received from the sale of the 1993 Bonds shall be deposited
by the Issuer in a special account in a bank or trust company and
applied by the Issuer as follows:
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(A) All accrued interest shall be deposited in the
sinking Fund and used solely for the purpose of paying
interest on the 1993 Bonds.
(B) A sum which, together with, at the discretion of the
Issuer, the pro rata portions of the moneys on deposit in the
Reserve Account securing the Refunded Bonds, will be equal to
the Maximum Bond Service Requirement on the 1993 Bonds and the
Parity Bonds becoming due in any Fiscal Year,, may be deposited
into the Reserve Account, at the option of the Issuer.
(C) To the extent not reimbursed or paid by the original
purchaser of the 1993 Bonds, the Issuer shall pay all costs
and expenses in connection with the preparation, issuance and
sale of the 1993 Bonds.
(D) A sum specified in the Escrow Deposit Agreement
which, together with the other funds described in the Escrow
Deposit Agreement to be deposited in escrow, will be suf-
ficient to pay, as of any date of calculation, the principal
of, interest on, premium, if any, and other costs and
obligations incurred with respect to the Refunded Bonds as the
same shall become due or are redeemed, as provided by sub-
sequent resolution of the Issuer and to pay the expenses
specified in the Escrow Deposit Agreement, shall be deposited
into the Escrow Account established in the Escrow Deposit
Agreement, in the amounts sufficient for such purposes.
Such funds shall be kept separate and apart from all
other funds of the Issuer and the moneys on deposit therein
shall be withdrawn, used and applied by the Issuer solely for
the purposes set forth herein and in the Escrow Deposit
Agreement.
Simultaneously with the delivery of the 1993 Bonds to the
purchaser thereof, the Issuer shall enter into an Escrow
Deposit Agreement, in substantially the form attached hereto,
with a bank or trust company approved by the Issuer. Such
Escrow Deposit Agreement shall provide for the deposit of sums
into the Escrow Account and for the investment of such moneys
in appropriate Federal Securities so as to produce sufficient
funds to make all of the payments described in the first para-
graph of this Subsection 17D. At the time of execution of the
Escrow Deposit Agreement, the Issuer shall furnish to the
Escrow Holder named therein appropriate documentation to
demonstrate that the sums being deposited and the investments
to be made will be sufficient for such purposes.
Section 18. TAX COMPLIANCE.
A. in General. The Issuer at all times while the 1993 Bonds
and the interest thereon are outstanding will comply with all
24
O.A
applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code") and any valid and applicable rules and regu-
lations promulgated thereunder (the "Regulations") in order to
ensure that the interest on the 1993 Bonds will be excluded from
gross income for federal income tax purposes.
B. Rebate. (1) The Issuer shall either make or cause an
independent firm of certified public accountants or tax com-
pliance firm to make and promptly provide to the Issuer the
rebate calculations required by the Code and Regulations, on
which the Issuer may conclusively rely in taking action under
this Section. The Issuer shall make deposits to and disburse-
ments from separate accounts to the extent required by the
Code and Regulations and shall otherwise maintain full and
complete accounting records of receipts and disbursements of,
and investment purchases and sales allocated to, the "gross
proceeds" subject to the rebate requirements of the Code and
Regulations. The requirements of this Subsection 18B may be
superseded or amended by new calculations accompanied by an
opinion of bond counsel addressed to the Issuer to the effect
that the use of the new calculations are in compliance with
the Code and Regulations and will not cause the interest on
the 1993 Bonds to become included in gross income for Federal
income tax purposes.
(2) The Issuer shall either make or cause an independent
firm of certified public accountants or tax compliance firm to
annually make and promptly forward to the Issuer after the end
of the Bond Year and within the time required by the Code and
the Regulations the computation of the rebate deposit required
by the Code, on which the Issuer may conclusively rely in
taking action under this Subsection B. Records of the deter-
minations required by this Subsection B and the Code and Regu-
lations shall be retained by the Issuer until six (6) years
after the 1993 Bonds are no longer outstanding.
(3) Within the time required by the Code and Regulations
following the end of the fifth Bond Year, as defined in the
Code, and every five (5) years thereafter, the Issuer shall
pay to the United States of America ninety percent (90%) of
the rebate amounts calculated as of such payment date, as
shown by the computations of the Issuer or the certified
public accountants or tax compliance firm, and one hundred
percent (100%) of the earnings on such rebate amounts as of
such payment date. Not later than sixty (60) days after the
final retirement of each applicable series of 1993 Bonds, the
Issuer shall pay to the United States of America one hundred
percent (100%) of the balance remaining of the rebate amount
and the earnings thereon. Each payment required to be paid to
the United States of America pursuant to this Subsection B
shall be filed with the Internal Revenue Service Center,
Philadelphia, Pennsylvania 19255. Each payment shall be
25
5355 -9.3
..air
accompanied by a copy of the Form 8038 originally filed with
respect to each applicable series of 1993 Bonds and a state-
ment summarizing the determination of the amount to be paid to
the United States of America.
Section 19. SALE OF THE 1993 BONDS, The 1993 Bonds shall be
issued and sold in such manner and at such price or prices consis-
tent with the provisions of the Act and the requirements of this
Ordinance, all at one time or in installments, from time to time,
as the Issuer shall hereafter determine by resolution; provided
that the first installment shall be sold and delivered only in an
aggregate amount sufficient to effect the complete refunding pro-
gram described in Section 3 of this Ordinance; provided, further,
that no installment after the first installment shall be sold
unless, at the time of sale, the Issuer complies with all of the
requirements of Section 15 R of this Ordinance treating such
installment then being sold as if it constituted Additional Bonds
hereunder.
Section 20. CAPITAL APPRECIATION BONDS. For the purposes of
(i) receiving payment of the redemption price if a Capital Appre-
ciation Bond is redeemed prior to maturity, or (ii) receiving pay-
ment of a Capital Appreciation Bond if the principal of all Bonds
is declared immediately due and payable under the provisions of the
Ordinance, or (iii) computing the amount of the Maximum Bond
Service Requirement and of Bonds held by the registered owner of a
Capital Appreciation Bond in giving to the Issuer or the Trustee
any notice, consent, request or demand pursuant to the Ordinance
for any purpose whatsoever, the principal amount of a Capital
Appreciation Bond shall be deemed to be its Accreted Value.
Section 21. MODIFICATION OR AMENDMENT. No material modifica-
tion or amendment of this Ordinance or of any ordinance or resolu-
tion amendatory hereof or supplemental hereto may be made without
the consent in writing of (i) the insuror under any insurance
policy of the'Issuer then in force which insures against nonpayment
of principal of and redemption premium, if applicable, and interest
on, the Bonds, and (ii) the Registered Owners of two-thirds or more
in the principal amount of the Bonds then outstanding; providing,
however, that no modification or amendment shall permit a change in
the maturity of the Bonds or reduction in the rate of interest
thereon or in the amount of the principal obligation thereof or
affecting the promise of the Issuer to pay the principal of and
interest on the Bonds as the same shall become due from the Pledged
Revenues or reduce the percentage of Registered Owners required to
consent to any material modification or amendment hereof without
the consent in writing of any insuror and of all Registered owners;
provided further, however, that no such modification or amendment
shall allow or permit any acceleration of the payment of principal
of or interest on the Bonds upon any default in the payment thereof
whether or not the insuror and Registered Owners consent thereto.
?, 6
LILA
Section 22. DEFEASANCE AND SUBROGATION. (a) If, at any time,
the Issuer shall have paid, or shall have made provision for pay-
ment of, the principal, interest and redemption premiums, if any,
with respect to the Bonds, then, and in that event, the pledge of
and lien on the Pledged Revenues and all covenants herein in favor
of the Bondholders shall be no longer in effect. For purposes of
the preceding sentence, deposit of Federal Securities or bank cer-
tificates of deposit fully secured as to principal and interest by
Federal Securities (or deposit of any other securities or invest-
ments which may be authorized by law from time to time and suffi-
cient under such law to effect such a defeasance) in irrevocable
trust with a banking institution or trust company, for the sole
benefit of the Bondholders, in respect to which such Federal
Securities or certificates of deposit, the principal and interest
received will be sufficient to make timely payment of the principal
of, interest on, redemption premiums, if any, expenses and any
other obligations of the Issuer incurred with respect to the out-
standing Bonds, shall be considered "provision for payment".
Nothing herein shall be deemed to require the Issuer to call any of
the outstanding Bonds for redemption prior to maturity pursuant to
any applicable optional redemption provisions, or to impair the
discretion of the Issuer in determining whether to exercise any
such option for early redemption.
(b) In the event any of the principal and redemption premium,
if applicable, and interest due on the Bonds shall be paid by an
insuror pursuant to an insurance policy which insures against non-
payment thereof, the pledge of the Pledged Revenues and all cove-
nants, agreements and other obligations of the Issuer to the
Registered owners to whom or for the benefit of whom the insuror
has made such payments, shall continue to exist and the insuror
shall be subrogated to the rights of such Registered owners to the
full extent of such payments.
Section 23. PUBLICATION OF NOTICE OF REFUNDING. Within
thirty (30) days after the delivery of the 1993 Bonds, the Issuer
shall cause to be published one time in a newspaper published and
of general cir.ulation in the City of Clearwater, Florida, and a
financial journal published or circulated in the Borough of
Manhattan, City and State of New York, a notice of the advance
refunding of the Refunded Bonds.
Section 25. SEVERABILITY of INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained
shall be held contrary to any express provisions 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 separable from the remaining
covenants, agreements or provisions and shall in no way affect the
validity of any of the other provisions hereof or of the Bonds
issued hereunder.
27
3SS "X 3
section 25. SUPPLEMENTAL RESOLUTIONS. The Issuer may, by
supplemental resolution fix the remaining fiscal.details of the
Bonds and set forth any provisions required .in order to obtain
municipal bond insurance. Pursuant to such supplemental resolution
the Issuer may make such covenants as it may determine to be
appropriate with any financial institution that shall agree to
insure the Series 1993 Bonds. Such covenants shall be binding on
the Issuer and the holders of the Series 1993 Bonds the same as if
such covenants were set forth in full in this Ordinance.
Section 26. REPEALING CLAUSE. All ordinances or resolutions
or parts thereof of the Issuer in conflict with the provisions
herein contained are, to the extent of such conflict, hereby
superseded and repealed.
section 26. EFFECTIVE DATE. This Ordinance shall take
effect immediately upon its passage.
section 27. PUBLIC NOTICE. Notice of the proposed enactment
of this Ordinance has been properly advertised in a newspaper of
general circulation In accordance with Chapter 166.041, Florida
Statutes.
PASSED ON FIRST READING APri,l,Z? , 1993
PASSED ON SECOND READING
AND FINAL READING AND
ADOPTED AS AMENDED.
Approved as to Form,
Suff icien and rrectness:
City Attorne
Anrti
28
EXHIBIT A
ESCROW DEPOSIT AGREEMENT
P
This ESCROW DEPOSIT AGREEMENT, dated as of ,
1993, by and between the CITY OF CLEARWATER, FLORIDA, a municipal
corporation of the State of Florida (the "Issuer"), and
. , a national banking association organized
under the laws of the United States of America, as Escrow Holder
(the "Escrow Holder");
W I T N E S S E T H:
WHEREAS, the Issuer has previously authorized and issued
obligations of the Issuer as hereinafter set forth defined as the
"Refunded Bonds", as to which the Aggregate Debt Service (as
hereinafter defined) is set forth on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of
the Aggregate Debt Service of the Refunded Bonds by depositing with
the Escrow Holder pursuant to the provisions hereof, cash and
Federal. Securities, the principal of and interest on which will be
at least equal to such sum; and
WHEREAS, in order to obtain the funds needed for such purpose;
the Issuer has authorized and is, concurrently with the delivery of
this Agreement, issuing certain Revenue Bonds more fully described
herein; and
WHEREAS, the Issuer has determined that the amount to be on
deposit from time to time in the Escrow Account, as defined herein,
will be sufficient to pay the Aggregate Debt Service;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the Issuer and the Escrow Holder agree
as follows:
Section 1. Definitions. As used herein, the following terms
mean;
(a) "Aggregate Debt Service" means, as of any date, the sum
of all present and future Annual Debt Service payments then
remaining unpaid with respect to the Refunded Bonds.
(b) "Agreement" means this Escrow Deposit Agreement.
(c) "Annual Debt Service" means, in any year, the principal
of, premium, if any, and interest on the Refunded Bonds coming due
in such year as shown on Schedule A attached hereto.
A-1
S35S -L-3
7
(d) "Bonds" or "Series 1993 Bonds" means the Water and Sewer
Refunding Revenue Bonds, Series 1993, of the Issuer, authorized by
the Ordinance, as herein defined.
(e) "Call Date" shall have the meaning set forth in the
Redemption Resolution.
(f) "Escrow Account" means the account established and held
by the Escrow Holder pursuant to this Agreement, in which cash and
investments will be held for payment of the Refunded Bonds and the
Expenses.
(g) "Escrow Holder" means
, Florida.
(h) "Escrow Requirement" means, as of any date of calcula-
tion, the sum of an amount in cash and principal amount of Federal
Securities in the Escrow Account which, together with the interest
due on the,Federal securities, will be sufficient to pay, as the
installments thereof become due, the Aggregate Debt Service and to
pay when due all Expenses then unpaid.
(i) "Expenses" means the expenses (including contractual
obligations incurred with respect to the Refunded Bonds) set forth
on Schedule B attached hereto and hereby made a part hereof.
(j) "Federal Securities" means direct obligations of the
United States of America and obligations the principal of or
interest on which are fully guaranteed by the United States of
America, none of which permit redemption prior to maturity at the
option of the obligor.
(k) "Issuer" means the City of Clearwater, Florida.
(1) "Ordinance" means Ordinance No. , duly, enacted by,
the governing body of the Issuer on , 1993, as amended
and supplemented from time to time, authorizing the Series 1993
Bonds and the Agreement.
(m) "Paying Agent" shall mean the Paying Agent for the
Refunded Bonds,
(n) "Redemption Resolution" means a resolution adopted by the
Issuer which provides for redemption of certain of the Refunded
Bonds on the Call Date, irrevocably instructs the Escrow Holder to
give notice of such redemption and directs the paying agent for the
Refunded Bonds to pay the Refunded Bonds and the interest thereon
upon surrender thereof at maturity or on their Call Date, whichever
is earlier.
(o) "Refunded Bonds" means the Water and Sewer Revenue Bonds,
Series 1988A, and the Water and Sewer Revenue Bonds, Series 1988B.
A-2
.. .?.te '•ca• s.t..?i'f?if.Y°w?:,?t:N'.Tlp'"'.rc?a'N?°: ''r J'4'f?. cx ?}i.s l(4;.. .??.., .r•. ..
(p) "Verification Report" means the report prepared by
dated ,verifying
the accuracy of the schedules prepared by
Section 2. Deposit of Funds. The Issuer hereby deposits
$ with the Escrow Holder in immediately available funds,
to be held in irrevocable escrow by the Escrow Holder and applied
solely as provided in this Agreement. The Issuer represents that:
(a) Such funds are all derived as follows:
(1) $ from the net proceeds of the Bonds,
(2) $ transferred from the funds held for
the payment of the Refunded Bonds; and
(3) $ from other funds of the Issuer.
(b) Such funds, when applied pursuant to Section 3 below,
will at least equal the Escrow Requirement as of the date hereof.
Section 3. Use and Investment of Funds, The Escrow Holder
acknowledges receipt of the sum described in Section 2 and agrees:
(a) to hold the funds in irrevocable escrow during the term
of this Agreement,
(b) to deposit the sum of $ in cash in the Escrow
f: Account,
s (c) to immediately invest $ of such funds by the pur-
chase of the Federal Securities set forth on Schedule C-1 attached
hereto, and to immediately invest $ of such funds by the
purchase of the Federal Securities set forth on Schedule C-2,
f
(d) to reinvest, upon receipt thereof, any maturing principal
and interest of such Federal Securities required to be reinvested
pursuant to Schedule D,
(e) to deposit in the Escrow Account, as received, the
receipts of maturing principal of and interest on the Federal
Securities in the Escrow Account.
Section 4. Payment of Refunded Bonds and Expenses,
(a) Refunded Bonds. On each interest payment date for the
Refunded Bonds, the Escrow Holder shall pay to the Paying Agent for
the Refunded Bonds, from the cash on hand in the Escrow Account, a
sum sufficient to pay that portion of the Annual Debt Service for
the Refunded Bonds coming due on such date, as shown on Schedule A.
A--3
A
S3SS- ?3
(b) EXpenses. On each of the di
Schedule B, the Escrow Holder shall pay the
coming due on such date to the appropriate
nated on schedule B.
to dates as shown on
portion of the Expenses
payee or payees desig--
(c) surplus. on each interest payment date for the Refunded
Bonds, after making the payments from the Escrow Account described
in Subsections 4 (a) and (b) , the Escrow Holder shall pay to the
Issuer any remaining cash in the Escrow Account in excess of the
Escrow Requirement, to be used for any lawful purpose of the
Issuer. Notwithstanding the foregoing, such payments shall be made
only if the Verification Report provides for such withdrawal.
(d) Priority -of Payments. The holders of the Refunded Bonds
shall have an express first lien on the funds and Federal Securi-
ties in the Escrow Account until such funds and Federal securities
are used and applied as provided in this Agreement. If the cash on
hand in the Escrow Account is ever insufficient to make the
payments required under Subsection 4(a), all of the payments
required under Subsection 4(a) shall be made when due before any
payments shall be made under Subsections 4(b) or 4(c).
Section 5. Reinvestment.
c
(a) Except as provided in Section 3 hereof, and in this
Section, the Escrow Holder shall have no power or duty to invest
any funds held under this Agreement or to sell, transfer or other-
wise dispose of or make substitutions of the Federal Securities
held hereunder.
(b) At the request of the Issuer and upon compliance with the
conditions hereinafter stated, the Escrow Holder shall sell,
transfer, otherwise dispose of or request the redemption of any of
the Federal Securities acquired hereunder and shall either apply
the proceeds thereof to the full discharge and satisfaction of the
Refunded Bonds or substitute other Federal Securities for such
Federal Securities. The Issuer will not request the Escrow Holder
to.exercise any of the powers described in the preceding sentence
in any manner which would cause any Bonds to be "arbitrage bonds"
within the meaning of the Internal, Revenue Code of 1986, as
amended, and the Regulations thereunder. The transactions may be
effected only if (i) an independent certified public accountant
shall certify that the cash and principal amount of Federal
Securities remaining on hand after the transactions are completed,
together with the interest due thereon, will be not less than the
Escrow Requirement, and (ii) the Escrow Holder shall receive an
unqualified opinion from a nationally recognized bond counsel or
tax counsel to the effect that the transactions will not cause such
Bonds to be "arbitrage bonds" within the meaning of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder in
effect on the date of the transactions and applicable to obliga-
tions issued on such date.
A-4
Section 6. No Redemption or Acceleration of Maturity. Except
as provided in the Redemption Resolution, the Issuer will not
accelerate the maturity or due date of the Refunded Bonds.
Section 7. Responsibilities of Escrow Holder. The Escrow
Holder and its respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, in tort,
contract, or otherwise, in connection with the execution and
delivery of this Agreement, the establishment of the Escrow
Account, the acceptance of the funds deposited therein, the
purchase of the Federal Securities, the retention of the Federal
Securities or the proceeds thereof or any payment, transfer or
other application of money or securities by the Escrow Molder in
any non-negligent act, non-negligent omission or non-negligent
error of the Escrow Holder made in good faith in the conduct of its
duties. The Escrow Holder shall, however, be liable to the Issuer
for its negligent or willful acts, omissions or errors which
violate or fail to comply with the terms of this Agreement. The
duties and obligations of the Escrow Holder shall be determined by
the express provisions of this Agreement. The Escrow Holder may
consult with counsel, who may or may not be counsel to the Issuer,
and in reliance upon the opinion of such counsel shall have full
and complete authorization and protection in respect of any action
taken, suffered or omitted by it in good faith in accordance
therewith. Whenever the Escrow Holder shall deem it necessary or
desirable that a matter be proved or established prior to taking,
suffering or omitting any action under this Agreement, such matter
may be deemed to be conclusively established by a certificate
signed by an authorized officer of the Issuer.
Section 8. Resignation of Escrow Holder. The Escrow Holder
may resign and thereby become discharged from the duties and
obligations hereby created, by notice in writing given to the
Issuer and published once in a newspaper of general circulation
published in the territorial limits of the Issuer, and in a daily
newspaper of general circulation or a financial journal published
or circulated in the Borough of Manhattan, City and State of New
York, not less than sixty (60) days before such resignation shall
take effect. Such resignation shall take effect immediately upon
the appointment of a new Escrow Holder hereunder.
section 9. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than fifty-one per centum (51x) in aggregate
principal amount of each issue of Refunded Bonds then outstanding,
such instruments to be filed with the Issuer, and notice in writing
given by such holders to the original purchaser or purchasers of
the Refunded Bonds and published once in a newspaper of general
circulation published in the territorial limits of the Issuer, and
in a daily newspaper of general circulation or a financial journal
A-5
published or circulated in the Borough of Manhattan, City and State
of New York, not less than sixty (60) days before such removal is
to take effect as stated in such instrument or instruments. A
photographic copy of any instrument filed with the Issuer under the
provisions of this paragraph shall be delivered by the Issuer to
the Escrow Holder.
(b) The Escrow Holder may also be removed at any time for any
breach of trust or for acting or proceeding in violation of, or for
failing to act or proceed in accordance with, any provisions of
this Agreement with respect to the duties and obligations of the
Escrow Holder, by the Issuer or by the holders of not less than
twenty-five per centum (25%) in aggregate principal amount of the
Refunded Bonds then outstanding.
(c) No such removal shall take effect until a successor
Escrow Holder shall be appointed hereunder.
Section 10. Successor Escrpw_liolder.
(a) If at any time hereafter the Escrow Holder shall resign.,
be removed, be dissolved or otherwise become incapable of acting,
or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Holder shall thereupon
become vacant. If the position of Escrow Holder shall become
vacant for any of the foregoing reasons or for any other reason,
the Issuer shall appoint a successor Escrow Holder to fulfill the
duties of Escrow Holder hereunder. The Issuer shall publish notice
of any such appointment once in each week for four (4) successive
weeks in a newspaper of general circulation published in the
territorial limits of the Issuer and in a daily newspaper of
general circulation or a financial journal published or circulated
in the Borough of Manhattan, City and State of New York, and,
before the second publication of such notice shall mail a copy
thereof to the original purchaser or purchasers of the Refunded
Bonds.
(b) At any time within one year after such vacancy shall have
occurred, the holders of a majority in principal amount of each
issue of Refunded Bonds then outstanding, by an instrument or
concurrent instruments in writing, executed by all such bondholders
and filed with the governing body of the Issuer, may appoint a
successor Escrow Holder, which shall supersede any Escrow Holder
theretofore appointed by the Issuer. Photographic: copies of each
such instrument shall be delivered promptly by the Issuer, to the
predecessor Escrow Holder and to the Escrow Holder so appointed by
the bondholders.
(c) If no appointment of a successor Escrow Holder shall be
made pursuant to the foregoing provisions of this section, the
holder of any Refunded Bonds then outstanding, or any retiring
Escrow Holder may apply to any court of competent jurisdiction to
A-6
appoint a successor Escrow Holder. Such court may thereupon, after
such notice, if any, as such court may deem proper and prescribe,
appoint a successor Escrow Holder.
Section 11. Term. This Agreement shall commence upon its
execution and delivery and shall terminate when the Refunded Bonds
have been paid and discharged in accordance with the proceedings
authorizing the Refunded Bonds, and all amounts held by the Escrow
Holder hereunder have been applied in accordance herewith.
Section 12. Severability. If any one or more of the cove-
nants or agreements provided in this Agreement on the part of the
Issuer or the Escrow Holder to be performed should be determined by
a court of competent jurisdiction to be. contrary to law, such
covenant or agreements herein contained shall be null and void and
shall be severed from the remaining covenants and agreements and
shall in no way affect the validity of the remaining provisions of
this Agreement.
Section 13. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all
purposes as duplicate originals and shall constitute and be but one
and the same instrument.
Section 14. Governing Law. This Agreement shall be construed
under the laws of the State of Florida.
Section 15. Security for Accounts and Funds. and Funds. All accounts
and funds maintained or held pursuant to this Agreement shall be
continuously secured in the :same manner as other deposits of
municipal funds are required to be secured by the laws of Florida.
A-7
S3.5s -y.3
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f
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be 'executed by their duly authorized officers and
their official seals to be hereunto affixed and attested as of the
date first above written.
THE CITY OF CLEARWATER, FLORIDA
(SEAL)
Mayor--Commissioner
ATTEST:
City Clerk
as Escrow Holder
(SEAL)
By:
Attest: Its:
By:
Its;
A-8
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Schedule A t
(Aggregate'Debt Service; Annual Debt'Service;
Description of Refunded Bonds)
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Registered Owner:
EXHIBIT B
(FORM OF CURRENT INTEREST BOND)
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF PINELLAS
CITY OF CLEARWATER
WATER AND SEWER REFUNDING REVENUE BOND, SERIES 1993
MATURITY DATE:
s
t
Principal Amount:
..ti i
INTEREST RATE: DATED DATE: CUSIP:
KNOW ALL MEN BY THESE PRESENTS, THAT THE CITY OF CLEARWATER,
FLORIDA (the "Issuer" or the "City"), for value received, promises
to pay to the order of the Registered owner identified above, or
registered assigns, on the Maturity Date identified above, the
Principal Amount shown above, solely from the revenues hereinafter
mentioned and to pay solely from such revenues, interest on said
sum from the date of this Bond or from the most recent interest
payment date to which interest has been paid, at the Rate of
Interest per annum set forth above until the payment of such
Principal Amount, such interest being payable on 1, 199,
and semiannually thereafter on June 1 and December 1 of each year.
The principal of and premium,' if any, an this Bond are payable upon
the presentation and surrender hereof at the principal office of
(the "Paying Agent"), in
Florida, or at the office designated for such payment
of any successor thereof. The interest on this Bond, when due and
payable, shall be paid by check or draft mailed to the Registered
owner, at his address as it appears on the Bond Register, at the
close of business on the 15th day of the month (whether or not a
business day) next preceding the interest payment date (the "Record
Date"), irrespective of any transfer of this Bond subsequent to
such Record Date and prior to such interest payment date, unless
the Issuer shall be in default in payment of interest due on such
interest payment date. In the event of any such default, such
defaulted interest shall be payable to the person in whose name
such Bond is registered at the close of business on a special
record date for the payment of defaulted interest as established by
notice mailed by the Registrar to the Registered owner not less
than fifteen days preceding such special record date. Such notice
shall be mailed to the person in whose name such Bond is registered
at the close of business on the fifth (5th) day preceding the date
B-1
of mailing. All amounts due hereunder shall be payable in any coin
or currency of the United States of America, which is, at the time
of payment, legal tender for the payment of public or private
debts.
The Bonds of this issue [shall not be] [shall be] subject to
redemption prior to their maturity at the option of the Issuer.
(Insert optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the Ordinance described below.
This Bond is a Current Interest Bond and is one of an
authorized issue of Bonds in the aggregate principal amount of
$ of like date, tenor and effect, except as to number,
date, maturity, interest payment dates, interest rate and redemp-
tion provisions, issued to finance the cost of refunding the City's
outstanding Water and Sewer Revenue Bonds, Series 1988A, and Water
and Sewer Revenue Bonds, Series 1988B (collectively, the "Refunded
Bonds") pursuant to the authority of and in full compliance with
the Constitution and laws of the State of Florida, including
particularly Chapter 166, Part II, Florida Statutes, Ordinance No.
3674--84, enacted on August 2, 1984, as amended and supplemented,
particularly as supplemented by Ordinance No. duly enacted
by the Issuer on , 1993, as amended and supplemented
(collectively, the "Ordinance"), and is subject to all the tL?:rms
and conditions of such Ordinance. All capitalized undefined terms
used herein shall have the meaning set forth in the Ordinance.
This Bond and the issue of Bonds of which it is a part, are
special obligations of the Issuer payable solely from and secured
by an irrevocable lien upon and pledge of the net revenues derived
by the Issuer from the operation of its water and sewer system (the
"System)(hereinafter referred to as the "Pledged Revenues"), on a
parity with the Issuer's Water and Sewer Revenue Bonds, series
1984, and Water and Sewer Revenue Bonds, Series 1988, remaining
outstanding after the refunding of the Refunded Bonds (the "Parity
Bonds"), all in the manner provided in the Ordinance.
This Bond does not constitute a general indebtedness of the
Issuer, or a pledge of the faith, credit or taxing power of the
Issuer, the State of Florida or any political subdivision thereof,
nor shall the Issuer be obligated (1) to exercise its ad valorem
taxing power or any other taxing power in any form on any real or
personal property in the Issuer to pay the principal of the Bonds,
the interest thereon or other costs incident, thereto or (2) to pay
the same from any other funds of the Issuer, except from the
Pledged Revenues, in the manner provided herein and in the
Ordinance. It is further agreed between the Issuer and the
Registered owner of this Bond that this Bond and the indebtedness
evidenced hereby shall not constitute a lien on the System or any
B-2
other property of the issuer, but shall constitute a lien only on
the Pledged Revenues, in the manner provided in the ordinance.
If the date for payment of the principal of, premium, if any,
or interest on this Bond shall be a Saturday, Sunday, legal holiday
or a day on which banking institutions in the city where the
corporate trust office of the paying agent is located are
authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date
of payment.
In and by the ordinance, the issuer has covenanted and agreed
that it will fix, establish and maintain such rates and collect
such fees, rentals and other charges for the services and
facilities of the System and revise the same from time to time
whenever necessary, as will always provide Gross Revenues in each
Fiscal Year sufficient to pay the cost of Operation and Maintenance
of the System in such Fiscal Year, one hundred fifteen percent
(115%) of the Bond Service Requirement becoming due in such year on
the Parity Bonds,on the outstanding Bonds and on all outstanding
Additional Bonds, plus one hundred percent (100%) of all reserve
and other payments required to be made pursuant to the Ordinance
and has entered into certain further covenants and agreements
respecting the Bonds, as to which reference is made to the
ordinance.
The issuer may deem and treat the Registered Owner hereof as
the absolute owner hereof (whether or not this Bond shall be
overdue) for the purpose of receiving payment of or on account of
principal hereof and interest due hereon and for all other
purposes.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed pre-
cedent to and in the issuance of this Bond exist, have happened and
have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable
thereto, and that the issuance of the Bonds of this issue does not
violate any constitutional or statutory limitations or provisions.
Subject to the provisions of the Ordinance respecting
registration, this Bond is and has all the qualities and incidents
of a negotiable instrument under the Uniform commercial Code-
Investment Securities of the State of Florida.
The 1993 Current interest 13onds are issued in the form of
fully registered bonds without coupons in denominations of $5,000
or any integral multiple of $5,000. Subject to the limitations and
B-3
upon payment of the charges provided in the Ordinance, 1993 Current
Interest Bonds may be exchanged for a like aggregate Principal
Amount of Bonds of the same maturity of other authorized
denominations. This Bond is transferable by the Registered owner
hereof in person or by his attorney duly authorized in writing, at
the above-mentioned office of the Registrar, but only in the
manner, subject to the limitations and upon payment of the charges
provided in the Ordinance, and upon surrender and cancellation of
this Bond.
Upon such transfer a new Bond or Bonds of the same maturity
and Rate of Interest, and of authorized denomination or
denominations, for the same aggregate Principal Amount will be
issued to the transferee in exchange therefor at the earliest
practicable time in accordance with the provisions of the
ordinance. Bonds may be transferred upon the registration books
upon delivery to the Registrar of the Bonds, accompanied by a
written instrument or instruments of transfer in form and with
guaranty of signature satisfactory to the Registrar, duly executed
by the Registered owner of the Bonds to be transferred or his
attorney-in-fact or legal representative, containing written
instructions as to the details of the transfer of such Bonds, and
if the transferee is a trust, the social security number or federal
employer identification numbers of the settlor and beneficiaries of
the trust, the federal employer identification number and date of
the trust and the name of the trustee. The Issuer or the Registrar
may charge the Registered owner of such Bond for every such
transfer of a Bond an amount sufficient to reimburse them for their
reasonable fees and any tax, fee, 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 Bond shall be
delivered.
' This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the
ordinance until it shall have been authenticated by the execution
by the Registrar of the certificate of authentication endorsed
hereon.
B-4
•
IN WITNESS WHEREOF, the City of Clearwater, Florida, has
issued this Bond and has caused the same to be signed by the manual
or facsimile signature of its Mayor-commissioner land city Manager,
and attested by its City Clerk and its seal or facsimile thereof to
be affixed, impressed, imprinted,, lithographed or reproduced
hereon, all as of the day of , 1993.
(SEAL)
CITY OF CLEARWATER, FLORIDA
(manual orfacsimile)
Mayor-Commissioner
manua o e
City Manager
ATTESTED:
(manual or facsimile)
City Clerk
Approved as to Form, Sufficiency
and Correctness:
(manual or facsimile)
City Attorney
i
B--5
X3,55 -i,3
r
E,
f?
't
t
3
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within mentioned ordinance.
Date of Authentication:
Registrar, as Authenticating
Agent
By fnnmal u
kianAturAL-
Authorized Officer
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
t transfers unto _
(Please insert Social Security or other identifying
number of transferee)
the attached bond of the City of Clearwater, Florida, and does
hereby constitute and appoint
attorney, to transfer the said Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Date
Signature Guaranteed by
[member
firm of the New York Stock
Exchange or a commercial
bank or a trust company.]
By: manual signature)---
Title:
No transfer will be registered
and no new Bonds will be issued
in the name of the Transferee,
unless the signature to this
assignment corresponds with the
name as it appears upon the
face of the within Bond in
every particular, without
alteration or enlargement or
any change whatever and the
Social Security .or Federal
Employer Identification Number
of the Transferee is supplied.
[BOND COUNSEL OPINION]
[END OF FORM OF CURRENT INTEREST BOND]
B--G
11- 1 -
(FORM OF CAPITAL APPRECIATION BOND)
No. CABR- Principal Value
at Issuance.
$ per
$5,000 Maturity
Amount
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF PINELLAS
CITY OF CLEARWATER
WATER AND SEWER REFUNDING REVENUE BOND, SERIES 1993
MATURITY DATE: APPROXIMATE DATED DATE: CUSIP:
YIELD TO
MATURITY:
Registered owner:
Maturity Amount:
KNOW ALL MEN BY THESE PRESENTS, THAT THE CITY OF CLEARWATER,
FLORIDA (the "Issuer" or the "City"), for value received, promises
to pay to the order of the Registered owner identified above on the
Maturity Date identified above, the maturity Amount identified
above, solely from the revenues hereinafter mentioned. The Original
Principal Amount identified above will accrete from the Date of
Original Issue at the approximate Annual Yield identified above
(subject to the rounding of the Accreted Values), compounded on
If 199_, and on each June 1 and December I thereafter.
The Accreted Value will be paid at maturity (or upon earlier
redemption) but only upon presentation and surrender of this Bond,
provided that at maturity or upon earlier redemption hereof, the
Accreted Values (per $5,000 Maturity Amount) as set forth in the
Table of Accreted Values shall determine the total amount due (per
$5,000 Maturity Amount) to the date or maturity or redemption.
Both principal of, premium, if any, an interest on this Bond are
payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of
public or private debts. The Accreted Value of this Bond shall be
payable upon presentation and surrender hereof on the maturity Date
or the date fixed for redemption at the corporate trust office of
(the "Paying Agent") in
Florida, or at the office designated for such
payment of any successor thereof.
The Bonds of this issue [shall not be] (shall be] subject to
redemption prior to their maturity at the option of the Issuer.
B-7
s
s3SS-73
P
(Insert Optional or Mandatory Redemption Provisions)
Notice of such redemption shall be given in the manner
required by the ordinance described below.
This Bond is a Capital Appreciation Bond and is one of an
authorized issue of Bonds in the aggregate principal amount of
$ of like date, tenor and effect, except as to number,
date, maturity, interest payment dates, interest rate and redemp-
tion provisions, issued to finance the cost of refunding the City's
outstanding Water and Sewer Revenue Bonds, Series 1988A, and Water
and Sewer Revenue Bonds, Series 1988B (collectively, the "Refunded
Bonds") pursuant to the authority of and in full compliance with
the Constitution and laws of the State of Florida, including
particularly Chapter 166, Part 11, Florida Statutes, Ordinance No.
3674-84, enacted on August 2, 1984, as amended and supplemented,
particularly as supplemented by ordinance No. duly enacted
by the issuer on , 1993, as amended and supplemented
(collectively, the "Ordinance"), and is subject to all the terms
and conditions of such ordinance. All capitalized undefined terms
used herein shall have the meaning set forth in the Ordinance.
This Bond and the issue of Bonds of which it is a part, are
special obligations of the Issuer payable solely from and secured
by an irrevocable lien upon and pledge of the net revenues derived
by the Issuer from the operation of its water and sewer system (the
"System)(hereinafter referred to as the "Pledged Revenues"), on a
parity with the Issuer's Water and Sewer Revenue Bonds, series
1984, and Water and Sewer Revenue Bonds, Series 1988, remaining
outstanding after the refunding of the Refunded Bonds (the "Parity
Bonds"), all in the manner provided in the Ordinance.
This Bond does not constitute a general indebtedness of the
Issuer, or a pledge of the faith, credit or taxing power of the
Issuer, the State of Florida or any political subdivision thereof,
nor shall the Issuer be obligated (1) to exercise its ad valorem
taxing power or any other taxing power in any form on any real or
personal property in the Issuer to pay the principal of the Bonds,
the interest thereon or other costs incident thereto or (2) to pay
the same from any other funds of the Issuer, except from the
Pledged Revenues, in the manner provided herein and in the
ordinance. It is further agreed between the Issuer and the
Registered Owner of this Bond that this Bend and the indebtedness
evidenced hereby shall not constitute a lien on 'che System or any
other property of the issuer, but shall constitute a lien only on
the Pledged Revenues, in the manner provided in the ordinance.
If the date for payment of the principal of, premium, if any,
or interest on this Bond shall be a Saturday, Sunday, legal holiday
or a day on which banking institutions in the city where the
corporate trust office of the paying agent is located are
authorized by law or executive order to close, then the date for
B--8
a
such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date
of payment.
In and by the Ordinance, the Issuer has covenanted and agreed
that it will fix, establish and maintain such rates and collect
such fees, rentals and other charges for the services and
facilities of the System and revise the same from time to time
whenever necessary, as will always provide Gross Revenues in each
Fiscal Year sufficient to pay the Cost of operation and Maintenance
of the System in such Fiscal Year, one hundred fifteen percent
(115%) of the Bond Service Requirement becoming due in such year on
the Parity Bonds,on the outstanding Bonds and on all outstanding
Additional Bonds, plus one hundred percent (100%) of all reserve
and other payments required to be made pursuant to the Ordinance
and has entered into certain further covenants and agreements
respecting the Bonds, as to which reference is made to the
Ordinance.
The Issuer may deem and treat the Registered owner hereof as
the absolute owner hereof (whether or not this Bond shall be
overdue) for the purpose of receiving payment of or on account of
principal hereof and interest due hereon and for all other
purposes.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed pre-
cedent to and in the issuance of this Bond exist, have happened and
have been performed in regular and due form and time as required by
the laws and Constitution of the State of Florida applicable
thereto, and that the issuance of the Bonds of this issue does not
violate any constitutional or statutory limitations or provisions.
Subject to the provisions of the Ordinance respecting
registration, this Bond is and has all the qualities and incidents
of a negotiable instrument under the Uniform Commercial Code-
Investment Securities of the State of Florida.
The 1993 Capital Appreciation Bonds are issued in the form of
fully registered bonds without coupons in Maturity Amounts of
$5,000 or any integral multiple of $5,000. Subject to the
limitations and upon payment of the charges provided in the
ordinance, 1993 Capital Appreciation Bonds may be exchanged for a
like aggregate Maturity Amount of Bonds of the same maturity of
other authorized denominations. This Bond is transferable by the
Registered owner hereof in person or by his attorney duly
authorized in writing, 'at the above-mentioned office of the
Registrar, but only in the manner, subject to the limitations and
upon payment of the charges provided in the Ordinance, and upon
surrender and cancellation of this Bond.
B-9
-S-35S "
Bonds may be transferred upon the registration books upon
delivery to the Registrar of the Bonds, accompanied by a written
instrument or instruments of transfer in form and with guaranty of
signature satisfactory to the Registrar, duly executed by the
Registered owner of the Bonds to be transferred or his attorney--in-
fact or legal representative, containing written instructions as to
the details of the transfer of such Bonds, and if the transferee is
a trust, the social security number or federal employer
identification numbers of the settlor and beneficiaries of the
trust, the federal employer identification number and date of the
trust and the name of the trustee. The Issuer or the Registrar may
charge the Registered owner of such Bond for every such transfer of
a Bond an amount sufficient to reimburse them for their reasonable
fees and any tax, fee, 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 Bond shall be delivered.
E
This Bond shall not be valid or become obligatory for any
I purpose or be entitled to any benefit or security under the
ordinance until it shall have been authenticated by the execution.
by the Registrar of the certificate of authentication endorsed
hereon.
' t
i
B-10
- .,Frr!rfn+YiN^p7r'V`nM,?r,+.r, ` .x!1
i
IN WITNESS WHEREOF, the City of Clearwater, Florida, has
issued this Bond and has caused the same to be signed by the manual
or facsimile signature of its Mayor-commissioner and City Manager,
and attested by its city clerk and its seal or facsimile thereof to
be affixed, impressed, imprinted, lithographed or reproduced }
hereon, all as of the day of , 1993.
S
(SEAL) CITY OF CLEARWATER, FLORIDA
( rF
(manual or facsimile)
Mayor-Commissioner
(manual or facsimile)
City Manager
`s
Date of Authentication:
Registrar, as Authenticating
Agent
By Manual Si natu e
Authorized Officer
i
ATTESTED:
(manual or facsimile)
City Clerk
Approved as to Form and Correctness:
??_ _(maual_or_facsimile)_or_facsimile)
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of
the within mentioned Ordinance.
,s
B-11
S?S-f-3
.. ? ^ .. . y e•r ?crrrt.?t.yw
?,?ry1
ASSIGNMENT AND TRANSFER
For value rebeived the undersigned hereby sells, assigns and
transfers unto _
(Please insert Social Security or other identifying
number of transferee)
the attached bond of the City of Clearwater, Florida, and does
hereby constitute and appoint
, attorney, to transfer the said Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
Date
i
Signature Guaranteed by
(member
firm of the New York Stock
Exchange or a commercial
bank or a trust company.]
By: (manual signature)
Title:
No transfer will be registered
and no new Bonds will be issued
in the name of the Transferee,
unless the signature to this
assignment corresponds with the
name as it appears upon the
face of the within Bond in
every particular, without
alteration or enlargement or
any change whatever and the
Social Security or Federal
Employer Identification Number
of the Transferee is supplied.
[SCHEDULE OF COMPOUNDED AMOUNTS]
(BOND COUNSEL OPINION)
[END OF FORM OF CAPITAL APPRECIATION BOND]
D-12