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ORDINANCE NO. 6352-99
AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA,
AUTHORIZING INFRASTRUCTURE SALES TAX REVENUE BONDS, SERIES
[TO BE DETERMINED) TO FINANCE OR REFINANCE THE COST OF
DESIGN, ACQUISITION, CONSTRUCTION OR RECONSTRUCTION OF
CERTAIN IMPROVEMENTS WITHIN THE CITY OF CLEARWATER,
PLEDGING THE REVENUES OF THE INFRASTRUCTURE SALES TAX
REVENUES FOR THE PAYMENT OF THE DEBT SERVICE ON THE BONDS;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH BONDS;
MAKING OTHER COVENAN'T'S AND AGREEMENTS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
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, the Charter of the City of Clearwater and other
applicable provisions of law.
SECTION 2. DEFINITIONS. Unless the content otherwise requires, the terms defined in
this section shall have the meanings specified in this section. Words importing singular number shall
include the plural number in each case and vice versa, and words importing persons shall include firms
and corporations.
"Acquired Obligations" shall mean and include any of the following securities, if and to the
extent the same are at the time legal for investment of funds of the Issuer:
(i) any bonds or other obligations which as to principal and interest constitute direct
obligations of, or are unconditionally guaranteed by, the United States of America, including
obligations of any Federal agency or corporation which has been or may hereafter be created pursuant
to an act of Congress as an agency or instrumentality of the United States of America to the extent
unconditionally guaranteed by the United States of America (including but not limited to obligations
of the Resolution Funding Corporation) or any other evidences of an ownership interest in obligations
or in specified portions thereof (which may consist of specified portions of the interest thereon) of
the character described in this clause (i) held by a bank or trust company as custodian, under which
the owner of the investment is the real party in interest and has the right to proceed directly and
individually against the obligor on the obligations described in this clause (i), and which underlying
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r? obligations are not available to satisfy any claim of the custodian or any person claiming through the
custodian or to whom the custodian may be obligated; and
(ii) any bonds or other obligations of (a) the State of Florida or (b) any state or
governmental unit thereof which are rated at such time in the then highest rating category of two or
more nationally recognized municipal rating agencies; and
(iii) any bonds or other obligations of any state of the United States of America or of
any agency, instrumentality or local governmental unit of any such state (a) which are not callable at
the option of the obligor prior to maturity or as to which irrevocable notice has been given by the
obligor to call such bonds or obligations on the date specified in the notice, (b) which are fully
secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash
or bonds or other obligations of the character described in clause (i) hereof which fund may be
applied only to the payment of such principal of and interest and redemption premium, if any, on such
bonds or other obligations on the maturity date or dates thereof or the specified redemption date or
dates pursuant to such irrevocable instructions, as appropriate, and (c) as to which the principal of
and interest on the bonds and obligations of the character described in clause (i) hereof which have
been deposited in such fund along with any cash on deposit in such fund is sufficient to pay principal
of and interest and redemption premium, if any, on the bonds or other obligations described in this
clause (iii) on the maturity date or dates thereof or on the redemption date or dates specified in the
irrevocable instructions referred to in subclause (a) of this clause (iii), as appropriate.
"Additional Parity Obligations" shall mean additional obligations issued in compliance with
the terms, conditions and limitations contained herein and which (i) shall have a lien on the Pledged
Revenues equal to that of the Bonds, (ii) shall be payable from the Pledged Revenues on a parity with
the Bonds, and (iii) rank equally in all other respects with the Bonds.
"Amortization Installment" shall mean an amount designated as such by supplemental
resolution of the Issuer and established with respect to any Term Bonds.
"Authorized Newspapers" shall mean a financial newspaper of general circulation in the
Borough of Manhattan, City and State of New York (including, at such times as they are published,
The New York Times, The Daily Bond Buyer or The Wall Street Journal).
"Average Annual Bond Service Requirement" shall mean, as of each date on which a series
of Bonds is issued, the total amount of Bond Service Requirement which is to become due on all
Bonds deemed to be Outstanding immediately after the issuance of such series of Bonds divided by
the total number of years for which Bonds are deemed to be Outstanding, except that with respect
to any Bonds for which Amortization Installments have been established, the amount of principal
coming due on the final maturity date with respect to such Bonds shall be reduced by the aggregate
principal amount of such Bonds that are to be redeemed from Amortization Installments to be made
in prior Bond Years.
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"Bond Anticipation Notes" shall man short term notes issued by the City to initially finance
the cost of a Project pursuant to section 6 hereof.
"Bond Insurance Policy" shall mean the municipal bond new issue insurance policy issued by
a Bond Insurer that guarantees payment of principal of and interest on the Bonds or any Additional
Parity Bonds.
"Bond Insurer" shall mean the provider of a Bond Insurance Policy for a Series of Bonds so
designated in a supplemental resolution of the Issuer.
"Bond Service Requirement" shall mean, for any Bond Year, at any time, the amount required
to be deposited in such Bond Year into the Bond Service Fund, as provided herein. In calculating
such amount, the Issuer shall subtract therefrom any amounts to be transferred from the Construction
Fund for the purpose of paying interest on the Bonds. With respect to Variable Rate Bonds, if any,
the interest rate used to calculate the Bond Service Requirement shall be assumed to be the highest
variable rate borne over the preceding twenty-four (24) months by Outstanding Variable Rate Bonds
issued under this Ordinance or, if no such Variable Rate Bonds are at the time Outstanding under this
Ordinance, by variable rate debt for which the interest rate is computed by reference to an index
comparable to that to be utilized in determining the interest rate for the debt then proposed to be
issued. If Bonds are Option Bonds, the date or dates of tender shall be disregarded, unless actually
tendered and not remarketed, and the stated maturity dates thereof shall be used for purposes of this
calculation, if such Option Bonds are required to be paid from Pledged Revenues hereunder on such
r` date of maturity.
"Bonds" shall mean (i) the Infrastructure Sales Tax Revenue Bonds, Series 1999 herein
authorized to be issued and (ii) any Additional Parity Obligations permitted to be issued hereunder
from time to time in accordance with the provisions hereof,
"Bond Counsel" shall mean initially Bryant, Miller and Olive, P.A. or any attorney at law or
firm of attorneys of nationally recognized standing in matters pertaining to the exclusion from gross
income for federal income tax purposes of interest on obligations issued by states and political
subdivisions, and duly admitted to practice law before the highest court of any state of the United
States of America.
"Bond Service Fund" shall mean the Bond Service Fund created and established pursuant to
Section 16 of this Ordinance.
"Bond Year" shall mean the period commencing and ending on such dates as shall be
approved by supplemental resolution of the Issuer.
"Capital Appreciation Bonds" shall mean the aggregate principal amount of the Bonds that
bear interest payable solely at maturity or upon redemption prior to maturity in the amounts
determined by reference to the Compounded Amounts, all as shall be determined by supplemental
resolution of the Issuer. In the case of Capital Appreciation Bonds that are convertible to Bonds with
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interest payable prior to maturity or redemption of such Bonds, such Bonds shall be considered
Capital Appreciation Bonds only during the period of time prior to such conversion.
"Capital Appreciation Income Bonds" shall mean those Bonds initially issued as Capital
Appreciation Bonds and which become Current Interest Bonds when the original issue amount and
the Compounded Amount equals $5,000 principal amount or an integral multiple thereof as
determined by subsequent resolution of the Issuer.
"City Manager" shall mean the City Manager of the Issuer.
"Clerk" shall mean the City Clerk of the Issuer.
"Compounded Amounts" 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 principal 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 date
next preceding the date of computation or the date of computation if an interest date, such interest
to accrue at the applicable rate which shall not exceed the legal rate, compounded semiannually, 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 date, a portion of the
difference between the Compounded Amount as of the immediately preceding interest date and the
Compounded Amount as of the immediately succeeding interest date, calculated based on the
assumption that the Compounded Amount accrues during any semi-annual period in equal daily
amounts on the basis of a 360-day year of twelve 30-day months.
"Construction Fund" shall mean the Construction Fund created and established pursuant to
Section 16 of this Ordinance.
"County" shall mean Pinellas County, Florida, a political subdivision of the State of Florida.
"Finance Director" shall mean the Financial Services Administrator of the Issuer or her
designee.
"Fiscal Year" shall mean the period commencing on October 1 of each year and ending on the
next succeeding September 30 or such other annual period as may be prescribed by law from time
to time for, the Issuer.
"Holder of Bonds" or "Bondholders" or any similar term shall mean any persons who shall
be the registered owner of any outstanding Bonds.
"Interest Account" shall mean the special account of the same name created within the Bond
Service Fund.
"Interlocal Agreements" shall mean, collectively, the InterIocal Agreement dated as of
September 19, 1989 among the County, the City and each other participating municipal corporation
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located in the County, the Interlocal Agreement dated as of , 199 , among the
County, the City and each other participating municipal corporation located in the County, and any
amendments or supplements thereto.
"Issuer" or "City" shall mean the City of Clearwater, Florida.
"Maximum Bond Service Requirement" shall mean, as of any particular date of calculation,
the greatest amount of Bond Service Requirement for the then current or any future Bond Year,
except that with respect to any Bonds for which Amortization Installments have been established, the
amount of principal coming due on the final maturity date with respect to such Bonds shall be reduced
by the aggregate principal amount of such Bonds that are to be redeemed from Amortization
Installments which were to be made in prior Bond Years.
"Mayor-Commissioner" shall mean the Mayor-Commissioner or the Vice Mayor of the City
Commission of the Issuer, or such other person as may be duly authorized by the Mayor-
Commissioner to act on his or her behalf.
"1999 Project" shall mean the Project or Projects authorized to be financed with the proceeds
of the Series 1999 Bonds as identified by subsequent resolution of the Issuer adopted prior to the
issuance of the Series 1999 Bonds, consisting of design, acquisition, construction or reconstruction
of capital improvements undertaken by the City from time to time, a portion of the cost of which are
to be paid from the proceeds of the Series 1999 Bonds
"Option Bonds" shall mean Bonds subject to tender for payment prior to their maturity at the
option of the Holder thereof.
"Ordinance" shall mean this ordinance as from time to time may be amended or supplemented,
in accordance with the terms hereof
"Outstanding" or "Bonds Outstanding" shall mean all Bonds which have been issued pursuant
to this Ordinance, except:
(i) Bonds canceled after purchase in the open market or because of payment at or
redemption prior to maturity;
(ii) Bonds for the payment or redemption of which cash funds or Acquired
Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special
account with an escrow agent (whether upon or prior to the maturity or redemption date of any such
Bonds) in an amount which, together with earnings on such Acquired Obligations, will be sufficient
to pay the principal of and interest on such Bonds at maturity or upon their earlier redemption;
provided that, if such Bonds are to be redeemed before the maturity thereof, notice of such
redemption shall have been given according to the requirements of this Ordinance or irrevocable
instructions directing the timely publication of such notice and directing the payment of the principal
of and interest on all such Bonds at such redemption dates shall have been given; and
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(iii) Bonds which are deemed paid pursuant to this Ordinance or in lieu of which
other Bonds have been issued under Sections 11 and 13 hereof.
"Paying Agent" shall mean any paying agent for Bonds appointed by or pursuant to a
supplemental resolution and its successors or assigns, and any other Person which may at any time
be substituted in its place pursuant to a supplemental resolution.
"Permitted Investments" shall mean as follows, provided, however, that investment in
Permitted Investments shall only be undertaken in accordance with the Issuer's investment policy in
effect at such time or as specifically permitted in accordance with any Bond Insurance Policy as
approved by subsequent resolution of the Issuer:
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise
collateralized with obligations described in paragraph 2 below);
(2) Direct obligations of (including obligations issued or held in book entry form on the
books oo the Department of the Treasury of the United States of America;
(3) Obligations of any of the following federal agencies which obligations represent the
full faith and credit of the United States of America, including: Export-Import Bank, Farm Credit
System Financial Assistance Corporation; Farmers Home Administration; General Services
Administration; U.S. Maritime Administration; Small Business Administration; Government National
Mortgage Association (GNMA); U.S. Department of Housing & Urban Development (FHA's); and
Federal Housing Administration;
(4) Senior debt obligations rated "AAA" by Standard & Poor's and "Aaa" by Moody's
Investors Service issued by the Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation. Senior debt obligations of other Government Sponsored Agencies approved
by the Bond Insurer;
(5) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with
domestic commercial banks which have a rating on their short term certificates of deposit on the date
of purchase of "A-1" or "A-1+" by Standard & Poor's and "P-1" by Moody's Investors Service and
maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not
considered as the rating of the bank);
(6) Commercial paper which is rated at the time of purchase in the single highest
classification, "A-1+" by Standard & Poor's and "P-1" by Moody's Investors Service and which
matures not more than 270 days after the date of purchase;
(7) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by
Standard & Poor's;
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(8) Pre-refunded municipal obligations defined as follows: Any bonds or other obligations
of any State Of the United States of America or of any agency, instrumentality or local governmental
unit of any such state which are not callable at the option of the obligor prior to maturity or as to
which irrevocable instructions have been given by the obligor to call on the date specified in the
notice; and
(a) which are rated, based on an irrevocable escrow account or fund (the "escrow"),
in the highest rating category of Standard & Poor's and Moody's Investors Service or any
successor thereto; or
(b)(i) which are fully secured as to principal and interest and redemption premium,
if any, by an escrow consisting only of cash or obligations described in paragraph (2) above,
which escrow may be applied only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on the maturity date or dates
thereof or the specified redemption date or dates pursuant to such irrevocable instructions,
as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized
independent certified public accountant, to pay principal of and interest and redemption
premium, if any, on the bonds or other obligations described in this paragraph on the maturity
date or dates specified in the irrevocable instructions referred to above, as appropriate;
(9) Investment agreements approved in writing by the Bond Insurer (and supported by
appropriate opinions of counsel) with notice to Standard & Poor's; and
"f (10) The pooled investment program of the State of Florida administered by the State
Board of Administration, known as the Local Government Surplus Funds Trust Fund, established
pursuant to Chapter 218, Part IV, Florida Statutes, as amended.
(11) Other forms of investments (including repurchase agreements) approved in writing by
the Bond Insurer with notice to Standard & Poor's.
As used in this definition, the term "Value", which shall be determined as of the end of each
month, means that the value of any investments shall be calculated as follows:
(a) as to investments the bid and asked prices of which are published on a
regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the
average of the bid and asked prices for such investments so published on or most recently
prior to such time of determination;
(b) as to investments the bid and asked prices of which are not published on
a regular basis in The Wall Street Journal or The New York Times: the average bid price at
such time of determination for such investments by any two nationally recognized government
securities dealers (selected by the Jssuer at the time making a market in such investments) or
the bid price published by a nationally recognized pricing service;
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(c) as to certificates of deposit and bankers acceptances: the face amount
thereof, plus accrued interest; and
(d) as to any investment not specified above: the value thereof established by
prior agreement between the Issuer and the Bond Insurer.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint stock
company, a trust, any unincorporated organization or governmental entity.
"Pledged Revenues" shall mean the proceeds derived by the Issuer from (i) the Sales Tax
Revenues and (ii) the moneys on deposit in the various funds and accounts created pursuant to this
Ordinance, with the exception of the Rebate Fund.
"Principal Account" shall mean the special account of the same name created within the Bond
Service Fund.
"Project" or "Projects" shall mean the cost of the design, acquisition, construction or
reconstruction of certain capital improvements within the City, all as determined by the Issuer and
in accordance with plans and specifications on file or to be filed with the Issuer.
"Project Costs" shall mean all costs authorized to be paid from the Construction Fund
pursuant to Section 18 hereof to the extent permitted under the laws of the State. It is intended that
this definition be broadly construed to encompass all costs, expenses and liabilities of the Issuer
related to the Project which on the date of this Ordinance or in the future shall be permitted to be
funded with the proceeds of any Series of Bonds pursuant to the laws of the State.
"Rebate Fund" shall mean the Rebate Fund created pursuant to Section 29 of this Ordinance.
"Redemption Account" shall mean the special account of the same name created within the
Bond Service Fund.
"Refunding Bonds" shall mean that amount of any Series of Bonds, the proceeds of which will
be applied to the refunding of any previously issued Bonds.
"Registrar" shall mean any registrar for the Bonds appointed by or pursuant to supplemental
resolution and its successors and assigns, and any other Person which may at any time be substituted
in its place pursuant to supplemental resolution.
"Reserve Fund" shall mean the Reserve Fund created and established pursuant to Section 16
of this Ordinance.
"Reserve Requirement" shall be such amount as determined by subsequent Resolution of the
Issuer relating to a specific Series of Bonds adopted prior to the issuance of such Bonds, which may
not exceed the lesser of (i) the Maximum Bond Service Requirement, (ii) 125% of the Average
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Annual Bond Service Requirement or (iii) the largest amount as shall not adversely affect the
exclusion of interest on the Bonds from gross income for Federal income tax purposes.
"Revenue Fund" shall mean the Revenue Fund created and established pursuant to Section
16 of this Ordinance.
"Sales Tax Revenues" shall mean the Infrastructure Sale Tax revenues to be received by the
City as a result of the levy and collection by Pinellas County, Florida, of the additional one cent
discretionary. infrastructure sales surtax pursuant to Chapter 212, Page I, Florida Statutes, as
amended, and distributed to the City in accordance with the Interlocal Agreements,
"Serial Bonds" shall mean all of the Bonds other than Term Bonds, as shall be determined by
supplemental resolution of the Issuer.
"Series" or "Series of Bonds" or "Bonds of a Series" shall mean all Bonds designated as being
of the same Series issued and delivered on original issuance in a simultaneous transaction, and any
Bonds thereafter delivered in lieu thereof or in substitution therefor pursuant to this Ordinance.
"Series 1999 Bonds" shall mean the initial Series of Bonds under this Ordinance as provided
for in Section 6 hereof and as shall be described in a subsequent resolution of the Issuer adopted prior
to the issuance thereof.
"State" shall mean the State of Florida.
"Subordinated Debt Service Fund" shall mean the Subordinated Debt Service Fund created
and established pursuant to Section 16 hereof.
"Subordinated Indebtedness" shall mean indebtedness of the Issuer, subordinate and junior
to the Bonds, which is payable from the Subordinated Debt Service Fund created pursuant to Section
16 hereof.
"Term Bonds" shall mean the Bonds of a series, all of which shall be stated to mature on one
date, but which amortize a portion of the principal thereof prior to the maturity date through
mandatory redemption, as shall be determined by supplemental resolution of the Issuer.
"Variable Rate Bonds" shall mean obligations issued with a variable, adjustable, convertible
or other similar rate which is not fixed in percentage at the date of issue for the entire term thereof
as shall be determined by supplemental resolution of the Issuer,
The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms shall refer
to this Ordinance; the term heretofore shall mean before the date of adoption of this Ordinance; and
the term "hereafter" shall mean after the date of adoption of this Ordinance.
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Words importing the masculine gender include every other gender. Words importing the
singular number include the plural number, and vice versa.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared that:
(A) It is in the best interests of the Issuer and in the furtherance of the public health and
safety of the residents thereof that the Issuer authorize the issuance of the Bonds for the purpose of
designing, permitting, acquiring and constructing capital improvements and additions within the City.
(B) Such Bonds shall be payable solely from the Pledged Revenues.
(C) Any Series of Bonds, after the issuance of the Series 1999 Bonds, and the Projects to
be funded with the proceeds of such Series of Bonds, shall be issued and such Projects shall be
undertaken upon approval by supplemental resolution of the Issuer as provided by law. The proceeds
of any Series of Bonds shall be applied as provided in a supplemental ordinance or resolution.
(D) The principal of and interest and redemption premium on the Bonds and all reserve and
other payments shall be payable solely from the Pledged Revenues. The Issuer shall never be required
to levy ad valorem taxes on any real or personal property therein to pay the principal of and interest
on the Bonds herein authorized or to make any other payments provided for herein. The Bonds shall
not constitute alien upon any properties owned by or located within the boundaries of the Issuer or
upon any property other than the Pledged Revenues.
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(E) The Pledged Revenues should be sufficient to pay all principal of and interest and
redemption premium on the Bonds to be issued hereunder, as the same become due, and to make all
required deposits or payments required by this Ordinance.
(F) All costs of the 1999 Project incurred after the date of this Ordinance shall be
reimbursed-from proceeds of the Bonds.
SECTION 4. AUTHORIZATION OF DESIGN, PERMITTING, ACQUISITION AND
CONSTRUCTION OF THE 1999 PROJECT. There is hereby authorized the design, permitting,
acquisition and construction of the 1999 Project in accordance with the plans and specifications on
file or to be on file with the Clerk.
SECTION 5. THIS ORDINANCE TO CONSTITUTE CONTRACT. In consideration
of the acceptance of the Bonds authorized to be issued hereunder by those who shall hold the same
from time to time, this Ordinance shall be deemed to be and shall constitute a contract between the
Issuer and such Holders. The covenants and agreements herein set forth to be performed by the
Issuer shall be for the equal benefit, protection and security of the legal Holders of any and all of the
Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the
Bonds over any other thereof, except as expressly provided therein and herein.
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SECTION d. AUTHORIZATION OF BONDS AND BOND ANTICIPATION NOTES.
Subject and pursuant to the provisions hereof and as shall be described in subsequent resolutions of
the Issuer to be adopted prior to the issuance of any series of Bonds, obligations of the Issuer to be
known as "Infrastructure Sales Tax Revenue Bonds, Series [to be determined]" are authorized to be
issued in one or more series (including Additional Parity Obligations) from time to time. There is
expressly authorized to be issued an initial Series of Bonds to be called the "Infrastructure Sales Tax
Revenue Bonds, Series 1999", the proceeds of which will fund the costs of the 1999 Project, all as
shall be described in a subsequent resolution to be adopted prior to the issuance of such Series 1999
Bonds. The aggregate principal amount of the Bonds which may be executed and delivered under this
Ordinance is not limited except as is or may hereafter be provided in Section 20(G) of this Resolution
or as limited by the Act or by law.
Subject and pursuant to the provisions hereof and as shall be described in subsequent
resolutions of the Issuer adopted prior to the issuance of any Bond Anticipation Notes, obligations
of the Issuer to be known as "Infrastructure Sales Tax Bond Anticipation Notes, Series (to be
determined]" are authorized to be issued in one or more series from time to time. Bond Anticipation
Notes shall not be secured by a pledge of Sales Tax Revenues or the proceeds of any issue of Bonds,
by shall be secured by a general covenant of the Issuer to budget and appropriate from non-ad
valorem revenues, or such other revenue source other than Sales Tax Revenues as is specified by a
subsequent resolution adopted prior to the issuance of such Bond Anticipation Notes, the funds
required to pay the principal of and interest on such notes as and when due. The proceeds of such
Bond Anticipation Notes, if issued, shall be used to initially pay all or any portion of the cost of a
Project approved by resolution of the Issuer to be financed with a series of Bonds. Although Bond
Anticipation Notes shall not be secured by Sales Tax Revenues or the proceeds of Bonds, the Issuer
shall be entitled to use such funds to actually pay the debt service on such Bond Anticipation Notes.
The terms and conditions of any such Bond Anticipation Note shall be determined by resolution of
the Issuer prior to the actual issuance of such Bond Anticipation Notes.
SECTION 7. DESCRIPTION OF BONDS. The Bonds shall be issued in fully registered
form; may be Capital Appreciation Bonds, Capital Appreciation Income Bonds, Variable Rate Bonds,
Serial Bonds or Term Bonds; shall be dated; shall be numbered consecutively from one upward in
order of maturity preceded by the letter "R"; shall be in the denomination of $5,000 each, or integral
multiples thereof for the Serial Bonds and in $5,000 maturity amounts for the Capital Appreciation
Bonds or in $5,000 multiples thereof, or such other denominations as shall be approved by the Issuer
in a supplemental resolution prior to the delivery of the Bonds; shall have such Paying Agent and
Registrar; shall bear interest at such rate or rates not exceeding the maximum rate allowed by State
law, the actual rate or rates to be approved by the governing body of the Issuer prior to or upon the
sale of the Bonds; such interest to be payable semiannually at such times as are fixed by supplemental
resolution of the Issuer if Serial Bonds and shall mature annually on such date in such years (not
exceeding 30 years from the date of issuance) and such amounts as will be fixed by supplemental
resolution of the Issuer prior to or upon the sale of the Bonds; and may be issued with variable,
adjustable, convertible or other rates with original issue discounts and as Capital Appreciation Bonds;
all as the Issuer shall provide herein or hereafter by supplemental resolution.
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»-? Each Serial Bond shall bear interest from the interest payment date next preceding the date
on which it is authenticated, unless authenticated on an interest payment date, in which case it shall
bear interest from such interest payment date, or, unless authenticated prior to the first interest
payment date, in which case it shall bear interest from its date; provided, however, that if at the time
of authentication payment of any interest which is due and payable has not been made, such Serial
Bond shall bear interest from the date to which interest shall have been paid.
The Capital Appreciation Bonds shall bear interest only at maturity or upon redemption prior
to maturity in the amount determined by reference to the Compounded Amount.
The principal of and the interest redemption premium, if any, on the Bonds shall be payable
in any coin or currency of the United States of America which on the respective dates of payment
thereof is legal tender for the payment of public and private debts. The interest on the Serial Bonds
shall be payable by the Paying Agent on each interest payment date to the person appearing on the
registration books of the Issuer hereinafter provided for as the registered Holder thereof, by check
or draft mailed to such registered Holder at his address as it appears on such registration books or
by wire transfer to Holders of $1,000,000 or more in principal amount of the Bonds. Payment of the
principal of all Serial Bonds and the Compounded Amount with respect to the Capital Appreciation
Bonds shall be made upon the presentation and surrender of such Bonds as the same shall become
due and payable.
Notwithstanding any other provisions of this section, the Issuer may, at its option, prior to
} the date of issuance of any Series of Bonds, elect to use an immobilization system or pure book-entry
system with respect to issuance of such Series of Bonds, provided adequate records will be kept with
respect to the ownership of such Series of Bonds issued in book-entry form or the beneficial
ownership of bonds issued in the name of a nominee. As long as any Bonds are outstanding in book-
entry form the provisions of this Ordinance inconsistent with such system of book-entry registration
shall not be applicable to such Bonds. The details of any altemative system of issuance, as described
in this paragraph, shall be set forth in a resolution of the Issuer duly adopted at or prior to the sale
of such Series of Bonds.
SECTION 8. EXECUTION OF BONDS. The Bonds shall be signed by, or bear the
facsimile signatures of the Mayor-Commissioner and City Manager of the Issuer and shall be attested
by, or bear the facsimile signature of, the Clerk, and shall be approved as to forrn and legal sufficiency
by the City Attorney and a facsimile of the official seal of the Issuer shall be imprinted on the Bonds.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such
facsimile shall nevertheless be valid and sufficient for all purposes the same as if he has remained in
office until such delivery. Any Bond may bear the facsimile signature of or may be signed by such
persons who, at the actual time of the execution of such Bond, shall be the proper officers to sign
such Bonds although, at the date of such Bond, such persons may not have been such officers. The
validation certificate endorsed on the Bonds shall be executed by the Mayor-Commissioner by his
manual or facsimile signature.
12
63,5,-2-e??
SECTION 9. AUTHENTICATION OF BONDS. Only such of the Bonds as shall have
endorsed thereon a certificate of authentication substantially in the form hereinbelow set forth, duly
executed by the Registrar, as authenticating agent, shall be entitled to any benefit or security under
this Ordinance. No Bond shall be valid or obligatory for any purpose unless and until such'certificate
of authentication shall have been duly executed by the Registrar, and such certificate of the Registrar
upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and
delivered under this Ordinance. The Registrar's certificate of authentication on any Bond shall be
deemed to have been duly executed if signed by an authorized officer of the Registrar, but it shall not
be necessary that the same officer sign the certificate of authentication of all of the Bonds that may
be issued hereunder at any one time.
SECTION 10. EXCHANGE OF BONDS. Any Bonds, upon surrender thereof at the
principal corporate trust office of the Registrar, together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as shall be satisfactory to the
Registrar, may, at the option of the Bondholder, be exchanged for an aggregate principal amount of
Bonds equal to the principal amount of the Bond or Bonds so surrendered.
The Registrar shall make provision for the exchange of Bonds at the principal corporate trust
office of the Registrar.
SECTION 11. NEGOTIABILITY, REGISTRATION AND TRANSFER OF BONDS,
j The Registrar shall keep books for the registration of and for the registration of transfers of Bonds
as provided in this Ordinance. The transfer of any Bonds may be registered only upon such books
and only upon surrender thereof to the Registrar together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as shall be satisfactory to the
Registrar. Upon any such registration of transfer, the Issuer shall execute and the Registrar shall
authenticate and deliver in exchange for such Bond, a new Bond or Bonds registered in the name of
the transferee, and in an aggregate principal amount equal to the principal amount of such Bond or
Bonds so surrendered.
In all cases in which Bonds shall be exchanged, the Issuer shall execute and the Registrar shall
authenticate and deliver, at the earliest practicable time, a new Bond or Bonds of the same type (e.g.,
Serial Bonds will be exchanged for Serial Bonds and Capital Appreciation Bonds will be exchanged
for Capital Appreciation Bonds) in accordance with the provisions of this Ordinance. All Bonds
surrendered in any such exchange or registration of transfer shall forthwith be canceled by the
Registrar. The Issuer or the Registrar may make a charge for every such exchange or registration of
transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be
paid with respect to such exchange or registration of transfer, but no other charge shall be made to
any Bondholder for the privilege of exchanging or registering the transfer of Bonds under the
provisions of this Ordinance.
SECTION 12. OWNERSHIP OF BONDS. The person in whose name any Bond shall be
registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment
13
M6;7? - ? ?
i-- of or on account of the principal or redemption price of any such Bond, and the interest on any such
Bonds shall be made only to or upon the order of the registered owner thereof or his legal
representative. All such payments shall be valid and effectual to satisfy and discharge the liability
upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums
so paid.
SECTION 13. BONDS MUTILATED, DESTROYED, STOLEN OR LOST, In case
any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may in its discretion
cause to be executed, and the Registrar shall authenticate and deliver, a new Bond of like date and
tenor as the Bond so mutilated, destroyed, stolen or lost (e.g., Serial Bonds shall be issued in
exchange for Serial Bonds and Capital Appreciation Bonds shall be issued in exchange for Capital
Appreciation Bonds) in exchange and substitution for such mutilated 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 and the Registrar proof of his ownership thereof and
satisfactory indemnity and complying with such other reasonable regulations and conditions as the
Issuer and the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may
incur. All Bonds so surrendered shall be canceled by the Issuer, If any of the Bonds shall have
matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same,
upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender
thereof
Any such duplicate 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 Bonds
? be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate
benefits and rights as to lien on and source and security for payment from the funds, as hereinafter
pledged, to the same extent as all other Bonds issued hereunder.
SECTION 14. PROVISIONS FOR REDEMPTION. The Bonds shall be subject to
redemption prior to their maturity, at the option of the Issuer, at such times and in such manner as
shall be fixed by supplemental resolution of the Issuer prior to or at the time of sale of the Bonds.
Notice of such redemption shall, at least thirty (30) days prior to the redemption date, be filed
with the Registrar, and mailed, first class mail, postage prepaid, to all Holders of Bonds to be
redeemed at their addresses as they appear on the registration books hereinbefore provided for, but
failure to mail such notice to one or more Holders of Bonds shall not affect the validity of the
proceedings for such redemption with respect to Holders of Bonds to which notice was duly mailed
hereunder. Each such notice shall set forth the date fixed for redemption, the redemption price to be
paid and, if less than all of the Bonds of one maturity are to be called, the distinctive numbers of such
Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the portion of the
principal amount thereof to be redeemed.
Any notice of optional redemption, other than with respect to a refunding, shall be circulated
only if sufficient funds have been deposited in the Bond Service Fund to pay the redemption price of
the Series of Bonds to be redeemed.
14
G?sa-99
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds
to be redeemed shall, on the redemption date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Issuer shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of
such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar
at the redemption price. Each check or other transfer of funds issued by the Registrar for the purpose
of the payment of the redemption price of Bonds being redeemed shall bear the CUSIP number
identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or
other transfer. Installments of interest due on or prior to the redemption date shall be payable as
herein provided for payment of interest. Upon surrender for any partial redemption of any Bond,
there shall be prepared for the Holder a new Bond or Bonds of the same maturity in the amount of
the unpaid principal of such partially redeemed Bond. All Bonds which have been redeemed shall be
canceled and destroyed by the Registrar and shall not be reissued.
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.
(I) 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 Bonds being redeemed; (ii) the date of issue of the 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 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 substantial amounts of obligations of
types similar to the type of which the 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, California, and
Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more
national information services that disseminates notices of redemption of obligations such as
the Bonds.
SECTION 15. FORM OF BONDS. The text of the Bonds, together with the certificate
of authentication to be endorsed therein, shall be in substantially the following form, with such
omissions, insertions and variations as may be necessary, desirable, authorized or permitted by this
Ordinance or by any supplemental resolution adopted prior to the issuance thereof, or as may be
necessary if the Bonds or a portion thereof are issued as Capital Appreciation Bonds, Option Bonds,
Variable Rate Bonds, or as may be necessary to comply with applicable laws, rules and regulations
of the United States and of the State in effect upon the issuance thereof. The text of any Series of
IS
G3-5'-99
:¦
' 1®
N M
..a
[FORM OF BOND]
No. R-
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF PINELLAS
CITY OF CLEARWATER
INFRASTRUCTURE SALES TAX REVENUE BONDS, SERIES [TO BE DETERMINED]
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP:
Registered Owner:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS that the City of Clearwater, Florida (hereinafter
called the "Issuer") for value received, hereby promises to pay to the order of the Registered Owner
identified above or registered assigns, as herein provided, on the Maturity Date identified above, upon
the presentation and surrender hereof at the principal corporate trust office of
, in the City of . , from the revenues hereinafter
mentioned, the Principal Amount identified above in any coin or currency of the United States of
America which on the date of payment thereof is legal tender for the payment of public and private
debts, and to pay, solely from said sources, to the Registered Owner hereof by wire transfer or check
transmitted to the Registered Owner at his address as it appears on the Bond registration books of
the Issuer as it appears on the 15th day of the calendar month preceding the applicable interest
payment date, interest on said Principal Amount at the Interest Rate per annum identified above on
each I and I commencing , _ from the interest payment date next preceding
the date of registration, and authentication of this Bond, unless this Bond is registered and
authenticated as of an interest payment date, in which case it shall bear interest from said interest
payment date, or unless this Bond is registered and authenticated prior to in which event
this Bond shall bear interest from ,
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 Resolution described
below,
This Bond is one of an authorized issue of Bonds in the aggregate principal amount of $.,.._
of like date, tenor and effect, except as to number, principal amount, maturity redemption
provisions and interest rate, issued to acquire, construct and erect certain capital improvements, all
17
6?sa- g9
in full compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, and Ordinance No. 6352-99 duly enacted by the Issuer on
1999, as supplemented (hereinafter collectively called 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 is payable solely from and secured by a pledge of that portion of the Infrastructure
Sales Tax Revenues levied and collected by Pinellas County, Florida and distributed to the Issuer and
the moneys in certain funds and accounts created pursuant to the Ordinance, with the exception of
the Rebate Fund (collectively, the "Pledged Revenues") in the manner provided in the Ordinance.
Reference is made to the Ordinance for more complete definition and description of the Project and
the Pledged Revenues.
This Bond does not constitute a general indebtedness of the Issuer within the meaning of any
constitutional, statutory or charter provision or limitation, and it is expressly agreed by the Holder
of this Bond that such Bondholder shall never have the right to require or compel the exercise of the
ad valorem taxing power of the Issuer or taxation of any real or personal property therein for the
payment of the principal of and interest on this Bond or the making of any debt service fund, reserve
or other payments provided for in the Ordinance.
It is further agreed between the Issuer and the Holder of this Bond that this Bond and the
indebtedness evidenced thereby shall not constitute a lien upon or on any other property of or in the
'y Issuer or any part thereof, but shall constitute a lien only on the Pledged Revenues all in the manner
provided in the Ordinance.
It is certified that this Bond is authorized by and is issued in conformity with the requirements
of the Constitution and Statutes of the State of Florida.
This Bond is and has all the qualities and incidents of a negotiable instrument under Article
of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes.
The transfer of this Bond is registrable by the Bondholder hereof in person or by his attorney
or legal representative at the principal corporate trust office of the Registrar but only in the manner
and subject to the conditions provided in the Ordinance and upon surrender and cancellation of this
Bond,
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.
18
63sa-?
IN WITNESS WHEREOF, the City of Clearwater, Florida, has issued this Bond and has
caused the same to be signed by its Mayor-Commissioner and City Manager and countersigned and
attested to by its Clerk and approved as to form, sufficiency and correctness by the City Attorney (the
signatures of the Mayor-Commissioner, the City Manager, the City Attorney and the Clerk being
authorized to be facsimiles of such officers' signatures), and its seal or facsimile thereof to be affixed,
impressed, imprinted, lithographed or reproduced hereon, all as of the day of ,
199.
CITY OF CLEARWATER, FLORIDA
(SEAL)
(manual or facsimile)
Mayor-Commissioner
ATTESTED AND COUNTERSIGNED:
(manual or facsimile)
City Manager
(manual or fagsimile)
Clerk
Approved as to form and legal sufficiency:
(manual or facsimile)
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned Ordinance.
Registrar, as Authenticating Agent
Date of Authentication:
By manual signature
Authorized Officer
19
63??-?9
I`.,
ASSIGNMENT AND TRANSFER
For value received 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
Signature Guaranteed by
[member
firm of the New York Stock
Exchange or a commercial
bank or a trust company.]
By: (manual signature.
Title: NOTICE: 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
rte.,
Identification Number of the Transferee is supplied.
[END OF FORM OF BOND]
i
20
9
SECTION 16. CREATION OF FUNDS, There are hereby created and established the
following funds and accounts, which funds and accounts shall be trust funds for the purposes herein
provided and used only in the manner herein provided:
(A) The "City of Clearwater Infrastructure Sales Tax Revenue Fund" (hereinafter
sometimes called the "Revenue Fund") to be held by the Issuer and to the credit of which deposits
shall be made as required by Section 20(A) hereof.
(B) The "City of Clearwater Infrastructure Sales Tax Bond Service Fund" (hereinafter
sometimes called the "Bond Service Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 20(B)(1) hereof In such fund there shall be maintained
the following accounts: the Principal Account, the Interest Account and the Redemption Account.
(C) The "City of Clearwater Infrastructure Sales Tax Reserve Fund" (hereinafter
sometimes called the "Reserve Fund") , including a separate amount for each Series of Bonds, if
required, to be held by the Issuer and to the credit of which deposits shall be made as required by
Section 20(B)(2) hereof.
(D) The "City of Clearwater Infrastructure Sales Tax Subordinated Debt Service Fund"
(hereinafter sometimes called the "Subordinated Debt Service Fund") to be created by the Issuer if
and when needed and to be held by the Issuer and to the credit of which deposits shall be made as
required by Section 20(B)(3) hereof.
(E) The "City of Clearwater Infrastructure Sales Tax Construction Fund" (hereinafter
sometimes called the "Construction Fund") to be held by the Issuer and to the credit of which
deposits shall be made as required by Section 17 hereof Within such fund there shall be maintained
separate accounts for each Series of Bonds and furthermore be maintained separate accounts for
capitalized interest funded from the proceeds of any Series of Bonds.
SECTION 17. APPLICATION OF BOND PROCEEDS. The proceeds, including
accrued interest and premium, if any, received from the sale of the Bonds shall be applied by the
Issuer simultaneously with the delivery of such Bonds to the purchaser thereof, as follows:
(A) The accrued interest shall be deposited in the Interest Account in the Bond Service
Fund and shall be used only for the purpose of paying interest becoming due on the Bonds.
(B) Unless otherwise provided in a supplemental ordinance or resolution of the Issuer or
unless the Issuer has provided for a surety bond, a letter of credit, or other form of credit
enhancement as provided in Section 20(B)(2) hereof, a sum equal to the Reserve Requirement shall
be deposited in the Reserve Fund and shall be used only for the purposes provided therefor.
(C) A sufficient amount of the Bond proceeds shall be applied to the payment of the
premiums of any municipal bond insurance policies applicable to the Bonds and to the payment of
21
6-99
costs and expenses relating to the issuance of the Bonds which must be paid upon delivery of the
Bonds.
(D) A sum as shall be determined by supplemental resolution of the Issuer shall be
deposited into the Construction Fund and used for the purpose of paying Project Costs.
(E) Any remaining moneys from the Bonds shall be deposited as provided in supplemental
resolutions of the Issuer, but shall only be used for the purposes permitted by law.
The proceeds of any series of Bonds, other than the Bonds, shall be applied as provided by
supplemental resolution of the Issuer adopted at or prior to sale of such series of the Bonds.
SECTION 18. DISBURSEMENTS FROM CONSTRUCTION FUND. Moneys on
deposit from time to time in the Construction Fund shall be used to pay or reimburse the following
Project Costs:
(A) Costs incurred directly or indirectly for or in connection with a Project or a proposed
or future Project including, but not limited to, those for preliminary planning and studies, archi-
tectural, legal, financial, engineering and supervisory services, labor, services, materials, equipment,
acquisitions, land, rights-of-way, improvements and installation;
(B) Premiums attributable to all insurance required to be taken out and maintained during
the period of construction with respect to a Project to be acquired or constructed, the premium on
each surety bond, if any, required with respect to work on such facilities, and taxes, assessments and
other charges hereof that may become payable during the period of construction with respect to such
a Project;
(C) Costs incurred directly or indirectly in seeking to enforce any remedy against a
contractor or subcontractor in respect of any default under a contract relating to a Project or costs
incurred directly or indirectly in defending any claim by a contractor or subcontractor with respect
to a Project;
(D) Financial, legal, accounting, appraisals, title evidence and printing and engraving fees,
charges and expenses, and all other such fees, charges and expenses incurred in connection with the
authorization, sale, issuance and delivery of such Series of Bonds;
(E) Interest funded from Bond proceeds, if any, for a reasonable period of time, which
shall be deposited in the Construction Fund and shall be used as provided in a supplemental resolution
of the Issuer;
(F) Any other incidental and necessary costs including without limitation any expenses,
fees and charges relating to the acquisition, construction or installation of a Project, and the making
of extraordinary repairs, renewals and replacements, decommissioning or retirement of any portion
22
6?-59
of, including the cost of temporary employees of the Issuer retained to carry out duties in connection
with the acquisition, construction or erection of a Project;
(G) Costs incurred directly or indirectly in placing any Project in operation in order that
completion of such Project may occur;
(H) Any other costs authorized pursuant to a supplemental resolution of the Issuer and
permitted under the laws of the State; and
(I) Reimbursements to the Issuer for any of the above items theretofore paid by or on
behalf of the Issuer.
SECTION 19. SPECIAL OBLIGATIONS OF ISSUER. The Bonds shall not be or
constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of the
Constitution of Florida, but shall be payable solely from and secured by a pledge of the Pledged
Revenues as herein provided. No Holder or Holders of any Bonds issued hereunder 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 or personal property therein, or to compel the Issuer to pay such principal and interest
from any other funds of the Issuer.
The payment of principal of and interest on the Bonds shall be secured forthwith equally and
ratably by, and the Issuer hereby grants to the Bondholders an irrevocable lien on the Pledged
Revenues, prior and superior to all other liens or encumbrances on such Pledged Revenues and the
Issuer does hereby irrevocably pledge such Pledged Revenues to the payment of the principal of
redemption premium, if any, and interest on the Bonds, for the reserves therefor and for all other
payments required hereunder. Such amounts hereby pledged and assigned shall immediately be
subject to the lien of this pledge without any further physical delivery thereof or any 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, irrespective of whether such parties have notice thereof.
SECTION 20. COVENANTS OF THE ISSUER. For so long as any of the principal of
and interest on any of the Bonds shall be outstanding and unpaid or until the Issuer has made
provision for payment of principal, interest and redemption premiums, if any, with respect to the
Bonds, as provided herein, the Issuer covenants with the Holders of any and all Bonds as follows:
(A) REVENUE FUND. All Sales Tax Revenues shall upon receipt thereof be deposited
in the Revenue Fund. All deposits into such Revenue Fund shall be deemed to be held in trust for the
purposes herein provided and used only for the purposes and in the manner herein provided.
(B) DISPOSITION OF REVENUES. All revenues in the Revenue Fund, shall be
disposed of monthly, but not later than the twenty-'fifth (25th) day of each month commencing in the
month immediately following the delivery of the initial series of Bonds, for so long as any Bonds
remain Outstanding, only in the following manner and the following order of priority:
23
G3?-99
A? (1) The Issuer shall first deposit into the Bond Service Fund and credit to the
following accounts, in the following order (except that payments in the Principal Account and the
Redemption Account shall be on a parity with each other), the following identified sums:
(a) Interest Account: Such sum as will be sufficient to pay one-sixth
(116th) (or such higher monthly amount on a prorated basis) of all interest coming due on all
Outstanding Bonds on the next interest payment date, together with any fees and charges of
the Paying Agent and Registrar therefor; provided, however, that monthly deposits of interest,
or portions thereof, shall not be required to be made to the extent that money on deposit
within such Interest Account is sufficient for such purpose. In the event the Issuer has issued
Variable Rate Bonds pursuant to the provisions hereof, Sales Tax Revenues shall be deposited
at such other or additional times and amounts as necessary to pay any interest coming due on
such Variable Rate Bonds on the next interest payment date, all in the manner provided in a
supplemental resolution of the Issuer. Any monthly payment out of Sales Tax Revenues to
be deposited as set forth above, for the purpose of meeting interest payments for any Series
of Bonds, shall be adjusted, as appropriate, to reflect the frequency of interest payment dates
applicable to such Series. Moneys in the Interest Account may be used only for the purposes
set forth in this paragraph (a).
(b) Principal Account: Such sum as will be sufficient to pay one-twelfth
(I/12th) (or such higher monthly amount on a prorated basis) of the principal amount of the
Outstanding Bonds which will mature and become due on such annual maturity dates
beginning in the month which is twelve (12) months prior to the first principal maturity date;
provided, however, that monthly deposits for principal, or portions thereof, shall not be
required to be made to the extent that money on deposit within such Principal Account is
sufficient for such purpose. Any monthly payment out of Sales Tax Revenues to be deposited
as set forth above, for the purpose of meeting principal payments for any Series of Bonds,
shall be adjusted, as appropriate, to reflect the frequency of principal payment dates applicable
to such Series. Moneys in the Principal Account may be used only for the purposes set forth
in this paragraph (b).
(c) Redemption Account: Such sum as will be sufficient to pay one-
twelfth (1/12th) (or such higher amount on a prorated basis) of any Amortization Installment
established for the mandatory redemption of Outstanding Bonds on such annual maturity date
beginning in the month which is twelve (12) months prior to the first Amortization Installment
date; provided, however, that monthly deposits into the Redemption Account, or portions
thereof, shall not be required to be made to the extent that money on deposit in the
Redemption Account is sufficient for such purpose. Any monthly payment out of Sales Tax
Revenues to be deposited as set forth above, for the purpose of meeting Amortization
Installments for any Series of Bonds, shall be adjusted, as appropriate, to reflect the frequency
of dates established for Amortization Installments applicable to such Series. The moneys in
the Redemption Account shall be used solely for the purchase or redemption of the Term
Bonds payable therefrom. The Issuer may at any time purchase any of said Term Bonds at
prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are
24
G asa--59
not then redeemable prior to maturity, the Issuer may purchase said Term Bonds at prices not
' greater than the redemption price of such Term Bonds on the next ensuing redemption date.
If Term Bonds are so purchased by the Issuer, the Issuer shall credit the account of such
purchased Term Bonds against any current Amortization Installment to be paid by the Issuer.
If the Issuer shall purchase or call for redemption in any year Term Bonds in excess of the
Amortization Installment requirement for such year, such excess of Term Bonds so purchased
or redeemed shall be credited in such manner and at such times as the Issuer shall determine.
Moneys in the Redemption Account in the Debt Service Fund may be used only for the
purposes set forth in this paragraph (c).
(2) The Issuer shall next deposit from moneys remaining in the Revenue Fund an
amount required by the resolution of the Issuer authorizing each Series of Bonds into the Reserve
Fund. Any withdrawals from the Reserve Fund shall be subsequently restored from the first moneys
available in the Revenue Fund, after all current applications and allocations to the Bond Service Fund,
including all deficiencies for prior payments have been made in full. Notwithstanding the foregoing,
in case of withdrawal from the Reserve Fund, in no event shall the Issuer be required to deposit into
the Reserve Fund an amount greater than that amount necessary to ensure that the difference between
the Reserve Requirement and the amounts on deposit in the Reserve Fund on the date of calculation
shall be restored not later than sixty (60) months after the date of such deficiency (assuming equal
monthly payments into the Reserve Fund for such sixty (60) month period). The Issuer may provide
that the difference between the amounts on deposit in the Reserve Fund and the Reserve Requirement
shall be an amount covered by obtaining bond insurance issued by a reputable and recognized
municipal bond insurer, by a letter of credit rated in one of the two highest categories by one of two
nationally recognized rating agencies, by a surety bond acceptable to any company issuing a policy
of municipal bond insurance guaranteeing the payment of principal and interest on such Series of
Bonds, or any combination thereof. Moneys in the Reserve Fund shall be used only for the purpose
of the payment of Amortization Installments, principal of, or interest on the Outstanding Bonds when
the other moneys allocated to the Bond Service Fund are insufficient therefor, and for no other
purpose.
Securities in the Reserve Fund shall be valued annually at market rate. Deficiencies
in the amounts on deposit in the Reserve Fund resulting from a decline in market value shall be
restored no later than the succeeding interest payment date. In the event of the refunding of any
Series of Bonds, the Issuer may withdraw from the Reserve Fund, all or any portion of the amounts
accumulated therein with respect to the Bonds being refunded and deposit such amounts as required
by the resolution authorizing the refunding of such Series of Bonds; provided that such withdrawal
shall not be made unless (a) immediately thereafter the Bonds being refunded shall be deemed to have
been paid pursuant to the provisions hereof and (b) the amount remaining in the Reserve Fund after
giving effect to the issuance of such refunding obligations and the disposition of the proceeds thereof
shall not be less than the Reserve Requirement for any Bonds then Outstanding,
. (3) From the moneys remaining in the Revenue Fund, the Issuer shall next deposit
into the Subordinated Debt Service Fund, if any, an amount required to be paid as provided in the
resolution of the Issuer authorizing such Subordinated Indebtedness for principal, interest, mandatory
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" yS'. .
redemption payments, if any, and debt service reserve payments, if any, on Subordinated
Indebtedness, but for no other purposes.
(4) The balance of any moneys remaining in the Revenue Fund after the above
required payments have been made may be used for any lawful purpose; provided, however, that none
of said money shall be used for any purposes other than those hereinabove specified unless all current
payments, including any deficiencies for prior payments, have been made in full and unless the Issuer
shall have complied fully with all the covenants and provisions of this Ordinance.
(5) The Bond Service Fund (including the accounts therein), the Reserve Fund,
the Revenue Fund, and any other special funds herein established and created shall be deemed to be
held in trust for the purposes provided herein for such funds. The money in all such funds shall be
continuously secured in the same manner as state and municipal deposits are authorized to be secured
by the laws of the State of Florida in Permitted Investments.
Except as otherwise permitted by the resolution authorizing any Series of Bonds,
moneys in any fund or account created hereunder (with the exception of the Reserve Fund) may be
invested and reinvested in Permitted Investments which mature not later than the dates on which the
moneys on deposit therein will be needed for the purpose of such fund. Except as otherwise
permitted by the resolution authorizing any Series of Bonds, moneys in the Reserve Fund may be
invested and reinvested in Permitted Investments maturing not later than five (5) years after deposit
into such Reserve Fund by the Issuer. All income on such investments, except as otherwise provided,
` shall be deposited in the respective funds and accounts from which such investments were made and
-" be used for the purposes thereof unless and until the maximum required amount (or, with respect to
the Construction Fund, the amount required to acquire, construct and erect the Project) is on deposit
therein, and thereafter shall be deposited in the Revenue Fund.
(6) In determining the amount of any of the payments required to be made
pursuant to this Section, credit may be given for all investment income accruing to the respective
funds and accounts described herein, except as otherwise provided.
(7) The cash required to be accounted for in each of the funds and accounts
described in this Section may be deposited in a single bank account, provided that adequate
accounting records are maintained to reflect and control the restricted allocation of the cash on
deposit therein 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 establishment 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 Project for certain purposes and to establish
certain priorities for application of such revenues and assets as herein provided.
(C) BOOKS AND ACCOUNTS; AUDIT. The Issuer shall keep proper books, records
and accounts, separate and apart from all other records and accounts, showing correct and complete
entries of all transactions of the Project, and the Holders of any of the Bonds or any duly authorized
agent or agents of such Holders shall have the right at any and all reasonable times to inspect such
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books, records and accounts. The Issuer shall, within one hundred eighty (180) days following the
close of each Fiscal Year of the Issuer cause an audit of such books, records and accounts to be made
by an independent firm of certified public accountants.
Copies of each such audit report shall be placed on file with the Issuer and be made available
at reasonable times for inspection by Holders of the Bonds.
(D) ENFORCEMENT OF COLLECTIONS. The Issuer shall do all things necessary on
its part to continue the levy and collection of the Infrastructure Sales Tax at the rate permitted by and
in compliance with Chapter 212, Part 3, Florida Statutes, and any successor provision of law. The
Issuer will diligently enforce the Interlocal Agreements and collect and will take all steps, actions and
proceedings for the enforcement and collection of its portion of the Sales Tax Revenues from the
County as shall become delinquent to the full extent permitted or authorized by law; and will maintain
accurate records with respect thereof. All such Sales Tax Revenues shall, as collected, be held in
trust to be applied as herein provided.
(E) INTERL.OCAL AGREEMENTS. The Interlocal Agreements provide that they may
not be amended without the consent of all parties thereto, including the City. The City expressly
covenants that it will not agree to any amendment to the Interlocal Agreements which would have
resulted in a reduction of historical Sales Tax Revenues below that amount required to comply with
the coverage tests set forth in Section 20(G) hereof.
(F) ISSUANCE OF OTHER OBLIGATIONS. The Issuer shall issue no bonds or
obligations of any kind or nature payable from or enjoying a lien on the Pledged Revenues if such
obligations have priority over the Bonds with respect to payment or lien, nor shall the Issuer create
or cause or permit to be created any debt, lien, pledge, assignment, encumbrance or other charge on
a parity with the lien of the Bonds upon said Pledged Revenues. Notwithstanding any other provision
in this Section, the Issuer may issue Additional Parity Obligations under the conditions and in the
manner provided herein. Any obligations of the Issuer, other than the Bonds, which are 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 such
Pledged Revenues.
(G) ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. No Additional Parity
Obligations, payable on a parity with the Bonds then Outstanding pursuant to this Resolution, shall
be issued except upon the conditions and in the manner herein provided. The Issuer may issue one
or more Series of Additional Parity Obligations for any one or more of the following purposes:
financing the cost of any Project, or the completion thereof or of the 1999 Project, or refunding any
or all Outstanding Bonds or of any Subordinated Indebtedness of the Issuer.
No such Additional Parity Obligations shall be issued unless the following conditions are
complied with:
(1) There shall have been obtained and fled with the Clerk a certificate of the
Finance Director stating: (a) that the books and records of the Issuer relative to the Pledged
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Revenues have been reviewed; (b) setting forth the amount of the adjusted Pledged Revenues derived
for any consecutive twelve (12) months out of the preceding twenty-four (24) months preceding the
date of issuance of the proposed Additional Parity Obligations adjusted as herein below provided; (c)
that the aggregate amount of such Pledged Revenues, as adjusted pursuant to paragraph 2 below, is
equal to not less than 120% of the Maximum Bond Service Requirement becoming due in any Bond
Year thereafter on (i) all obligations issued under this Ordinance, if any, then Outstanding, and (ii)
on the Additional Parity Obligations with respect to which such certificate is made.
(2) Upon recommendations of the Finance Director and to the extent adopted in
a subsequent resolution of the Issuer, if there is an estimated increase in Sales Tax Revenues to be
received by the Issuer as a result of a change in law to provide for additional Sales Tax Revenues to
be distributed to the Issuer or a projected increase in collection of Sales Tax Revenues or an
amendment to the Interlocal Agreements increasing the amount of Sales Tax Revenues to be
distributed to the Issuer, then the Sales Tas Revenues portion of Pledged Revenues certified pursuant
to paragraph 1(b) of this Section shall be increased by the average annual additional Sales Tax
Revenues to be distributed as if such excess Sales Tax Revenues were in fact distributed during the
applicable twelve month period.
(3) Additional Parity Obligations shall be deemed to have been issued pursuant
to this Ordinance the same as the Outstanding Bonds, and all of the other covenants and other
provisions of this Ordinance (except as to details of such Additional Parity Obligations inconsistent
therewith) shall be for the equal benefit, protection and security of the Holder of all Bonds issued
pursuant to this Ordinance. Except as provided in Section 20(G) hereof, all Bonds, regardless of the
time or times of their issuance, shall rank equally with respect to their lien on the Pledged Revenues
and their sources and security for payment therefrom without preference of any Bonds over any other.
(4) In the event that the total amount of Bonds herein authorized to be issued are
not issued simultaneously, such Bonds which are subsequently issued shall be subject to the
conditions of Section 20(G) hereof.
(5) The Issuer need not comply with the provisions of paragraph 1 of this Section
20(G) if and to the extent the Additional Parity Obligations to be issued are refunding bonds, and if
the Issuer shall cause to be delivered a certificate of the Finance Director setting forth the annual debt
service (i) for the Bonds then Outstanding and (ii) for all Series of Bonds to be immediately
Outstanding thereafter and stating that the Bond Service Requirement in any year pursuant to (ii)
above is not greater than the Bond Service Requirement in the corresponding year set forth pursuant
to (i) above.
(6) The Issuer shall not be in default in the carrying out of any of the obligations
assumed under this Ordinance and no event of default shall have occurred under this Ordinance and
shall be continuing, and all payments required by this Ordinance to be made into the funds and
accounts established hereunder shall have been made to the full extent required.
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(7) The resolution authorizing the issuance of the Additional Parity Obligations
shall recite that all of the covenants contained herein will be applicable to such Additional Parity
Obligations.
SECTION 21. DEFAULTS; EVENTS OF DEFAULT AND REMEDIES. Except as
provided below, if any of the following events occur it is hereby defined as and declared to be and
to constitute an "Event of Default":
(A) Default in the due and punctual payment of any interest on the Bonds;
(B) Default in the due and punctual payment of the principal of and premium, if any, on
any Bond, at the stated maturity thereof, or upon proceedings for redemption thereof,
(C) Default in the performance or observance of any other of the covenants, agreements
or conditions on the part of the Issuer contained in this Ordinance or in the Bonds and the
continuance thereof for a period of thirty (30) days after written notice to the Issuer given by the
Holders of not less than twenty-five percent (25%) of aggregate principal amount of Bonds then Out-
standing (provided, however, that with respect to any obligation, covenant, agreement or condition
which requires performance by a date certain, if the Issuer performs such obligation, covenant,
agreement or condition within thirty (30) days of written notice as provided above, the default shall
be deemed to be cured);
(D) Failure by the Issuer promptly to remove any execution, garnishment or attachment
of such consequence as will materially impair its ability to carry out its obligations hereunder;
(E) Any act of bankruptcy or the rearrangement, adjustment or readjustment of the
obligations of the Issuer under the provisions of any bankruptcy or moratorium laws or similar laws
relating to or affecting creditors' rights; or
The term "default" shall mean default by the Issuer in the performance or observance of any
of the covenants, agreements or conditions on its part contained in this Ordinance, any supplemental
resolution or in the Bonds, exclusive of any period of grace required to constitute a default or an
"Event of Default" as hereinabove provided.
For purposes of Section 21(A) and (B) hereof, no effect shall be given to any payments made
under any Bond Insurance Policy.
Any Holder of Bonds issued under the provisions hereof or any trustee acting for the Holders
of such Bonds, may either at law or in equity, by suit, action, mandamus 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 State or federal law, or granted and contained herein, and
may enforce and compel the performance of all duties required herein or by any applicable law to be
performed by the Issuer or by any officer thereof.
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Nothing herein, however, shall be construed to grant to any Holder of the Bonds any lien on
any property of the Issuer, except the Pledged Revenues.
The foregoing notwithstanding;
(i) No remedy conferred upon or reserved to the Bondholders is intended to be
exclusive of any other remedy, but each remedy shall be cumulative and shall be in addition to any
other remedy given to the Bondholders hereunder.
(ii) No delay or omission to exercise any right or power accruing upon any default or
Event of Default shall impair any such right or power or shall be construed to be a waiver of any such
default or acquiescence therein, and every such right and power may be exercised as often as may be
deemed expedient.
(iii) No waiver of any default or Event of Default hereunder by the Bondholders shall
extend to or shall affect any subsequent default or Event of Default or shall impair any rights or
remedies consequent thereon.
(iv) Acceleration of the payment of principal of and interest on the Bonds shall not be
a remedy hereunder in the case of an Event of Default.
Upon the occurrence of an Event of Default, and upon the filing of a suit or other
commencement ofjudicial proceedings to enforce the rights of the Bondholders under this Ordinance,
the Bondholders shall be entitled, as a matter of right, to the appointment of a receiver or receivers
of the Project and the funds pending such proceedings, with such powers as the court making such
appointment shall confer.
Notwithstanding any provision of this Ordinance to the contrary, for all purposes of this
Section 21, except the giving of notice of any Event of Default to the Holder of the Bonds, the Bond
Insurer shall be deemed to be the Holder of the Bonds it has insured.
On the occurrence of an Event of Default, to the extent such rights may then lawfully be
waived, neither the Issuer nor anyone claiming through or under it, shall set up, claim or seek to take
advantage of any stay, extension or redemption laws now or hereafter in force, in order to prevent
or hinder the enforcement of this Ordinance, and the Issuer, for itself and all who may claim through
or under it, hereby waives, to the extent it may lawfully do so, the benefit of all such laws and all right
of redemption to which it may be entitled.
Within 30 days of knowledge thereof, both the Issuer and the Paying Agent shall provide
notice to the Bond Insurer of the occurrence of any Event of Default.
The Bond Insurer shall be included as a party in interest and as a party entitled to (i) notipy
the Issuer or any Paying Agent of the occurrence of an Event of Default and (ii) request the Issuer
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G3sa-59
or any Paying Agent to intervene in judicial proceedings that affect the Bonds or the security therefor,
The Issuer and any Paying Agent are required to accept notice of default from the Bond Insurer.
Anything in this Ordinance to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, the Bond Insurer shall be entitled to control and direct the
enforcement of all rights and remedies granted to the Bondholders under this Ordinance and the Bond
Insurer shall also be entitled to approve all waivers of events of default.
SECTION 22. AMENDING AND SUPPLEMENTING OF ORDINANCE WITHOUT
CONSENT OF HOLDERS OF BONDS, The Issuer, from time to time and at any time and
without the consent or concurrence of any Holder of any Bonds, may enact an ordinance amendatory
hereof or supplemental hereto, if the provisions of such supplemental ordinance shall not adversely
affect the rights of the Holders of the Bonds then Outstanding, for any one or more of the following
purposes:
(A) To make any changes or corrections in this Ordinance as to which the Issuer shall have
been advised by counsel that are required for the purpose of curing or correcting any ambiguity or
defective or inconsistent provisions or omission or mistake or manifest error contained in this
Ordinance, or to insert in this Ordinance such provisions clarifying matters or questions arising under
this Ordinance as are necessary or desirable;
(B) To add additional covenants and agreements of the Issuer for the purpose of further
securing the payments of the Bonds;
(C) To surrender any right, power or privilege reserved to or conferred upon the Issuer
by the terms of this Ordinance;
(D) To confirm as further assurance any lien, pledge or charge or the subjection to any lien,
pledge or charge, created or to be created by the provisions of this Ordinance;
(E) To grant to or confer upon the Holders any additional right, remedies, powers,
authority or security that lawfully may be granted to or conferred upon them;
(F) To assure compliance with federal "arbitrage" provisions in effect from time to time;
(G) To provide such changes as may be necessary in order to adjust the terms hereof so
as to facilitate the issuance of Variable Rate Bonds or Option Bonds; and
(H) To modify any of the provisions of this Ordinance in any other aspects provided that
such modifications shall not be effective until after the Bonds Outstanding at the time such
supplemental ordinance is adopted shall cease to be Outstanding, or until the holders thereof consent
thereto pursuant to Section 23 hereof, and any Bonds issued subsequent to any such modification
shall contain a specific reference to the modifications contained in such supplemental ordinance.
?1?
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6?sa_77
Except for supplemental ordinances providing for the issuance of Bonds pursuant hereto, the
Issuer shall not enact any supplemental ordinance authorized by the foregoing provisions of this
Section unless in the opinion of Bond Counsel the enactment of such supplemental ordinance is
permitted by the foregoing provisions of this section,
SECTION 23. AMENDMENT OF ORDINANCE WITH CONSENT OF HOLDERS
OF BONDS. Except as provided in Section 22 hereof, no material modification or amendment of
this Ordinance or of any resolution supplemental hereto shall be made without the consent in writing
of the Holders of fifty-one percent or more in the principal amount of the Bonds of each Series so
affected and then Outstanding. For purposes of this Section, to the extent any Bonds are insured by
a policy of municipal bond insurance or are secured by a letter of credit and such Bonds are then rated
in as high a rating category as the rating category in which such Bonds were rated at the time of initial
issuance and delivery thereof by either Standard & Poor's Corporation or Moody's Investors Service,
or successors and assigns, then the consent of the issuer of such municipal bond insurance policy or
the issuer of such letter of credit shall be deemed to constitute the consent of the Holder of such
Bonds. No modification or amendment shall permit a change in the maturity of such Bonds or a
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 the Holders of the Bonds
required to consent to any material modification or amendment hereof without the consent of the
Holder or Holders of all such obligations. For purposes of the immediately preceding sentence, the
issuer of a municipal bond insurance policy or a letter of credit shall not consent on behalf of the
Holders of the Bonds. No amendment or supplement pursuant to this Section 23 (but not including
Section 22 hereof) shall be made without the consent of the Bond Insurer.
SECTION 24. DEFEASANCE. The covenants and obligations of the Issuer shall be
defeased and discharged under terms of this Ordinance as follows:
(A) If the Issuer shall pay or cause to be paid, or there shall otherwise be paid, to the
Holders of all Bonds the principal, redemption premium, if any, and interest due or to become due
thereon, at the times and in the manner stipulated herein, then the pledge of the Pledged Revenues
and all covenants, agreements and other obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied. If the Issuer shall pay or cause to
be paid, or there shall otherwise be paid, to the Holders of any Outstanding Bonds the principal or
redemption premium, if any, and interest due or to become due thereon, at the times and in the
manner stipulated herein, such Bonds shall cease to be entitled to any lien, benefit or security under
this Ordinance, and all covenants, agreements and obligations of the Issuer to the Holders of such
Bonds shall thereupon cease, terminate and become void and be discharged and satisfied.
(B) The Bonds, redemption premium if any, and interest due or to become due for the
payment or redemption of which moneys shall have been set aside and shall be held in trust (through
deposit by the Issuer of funds for such payment or redemption or otherwise) at the maturity or
redemption date thereof shall be deemed to have been paid within the meaning and with the effect
expressed in paragraph (A) of this Section 24. Subject to the provisions of paragraph (C) and (D)
32
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of this Section 24, any Outstanding Bonds shall prior to the maturity or redemption date thereof be
deemed to have been paid within the meaning and with the effect expressed in paragraph (A) of this
Section if (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the
Issuer shall have given to the escrow agent instructions accepted in writing by the escrow agent to
notify Holders of Outstanding Bonds in the manner required herein of the redemption of such Bonds
on said date and (ii) there shall have been deposited with the escrow agent either moneys in an
amount which shall be sufficient, or Acquired Obligations (including any Acquired Obligations issued
or held in book-entry form on the books of the Department of the Treasury of the United States) the
principal of and the interest on which when due will provide moneys which, together with the
moneys, if any, deposited with the escrow agent at the same time, shall be sufficient, to pay when due
the principal of or premium, if any, and interest due and to become due on said Bonds on or prior to
the redemption date or maturity date thereof, as the case may be.
(C) For purposes of determining whether Variable Rate Bonds shall be deemed to have
been paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of
moneys, or Acquired Obligations and moneys, if any, in accordance with paragraph B of this Section
24, the interest to come due on such Variable Rate Bonds on or prior to the maturity date or
redemption date thereof, as the case may be, shall be calculated at the maximum rate permitted by
the terms thereof; provided, however, that if on any date, as a result of such Variable Rate Bonds
having borne interest at less than such maximum rate for any period, the total amount of moneys and
Acquired Obligations on deposit with the escrow agent for the payment of interest on such Variable
Rate Bonds is in excess of the total amount which would have been required to be deposited with the
escrow agent on such date in respect of such Variable Rate Bonds in order to satisfy the second
sentence of paragraph (B) of this Section 24, the escrow agent shall, if requested by the Issuer, pay
the amount of such excess to the Issuer free and clear of any trust, lien, pledge or assignment securing
the Bonds or otherwise existing under this Ordinance.
(D) Option Bonds shall be deemed to have been paid in accordance with the second
sentence of paragraph (B) of this Section 24 only if, in addition to satisfying the requirements of
clauses (i) and (ii) of such sentence, there shall have been deposited with the escrow agent moneys
in an amount which shall be sufficient to pay when due the maximum amount of principal of and
redemption premium, if any, and interest an such Bonds which could become payable to the Holders
of such Bonds upon the exercise of any options provided to the Holders of such Bonds; provided,
however, that if, at the time a deposit is made with the escrow agent pursuant to paragraph (B) of
this Section, the options originally exercisable by the Holder of an Option Bond are no longer exercis-
able, such Bond shall not be considered an Option Bond for purposes of this paragraph (D). If any
portion of the moneys deposited with the escrow agent for the payment of the principal of and
redemption premium, if any, and interest on Option Bonds is not required for such purpose, the
escrow agent shall, if requested by the Issuer, pay the amount of such excess to the Issuer free and
clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise
existing under the Resolution.
SECTION 25. GOVERNMENTAL REORGANIZATION. Notwithstanding any other
provisions of this Ordinance, this Ordinance shall not prevent any lawful reorganization of the
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governmental structure of the Issuer, including a merger or consolidation of the Issuer with another
public body or the transfer of a public function of the Issuer to another public body, provided that any
reorganization which affects the Project shall provide that the Project shall be continued as a single
enterprise and that am? public body which succeeds to the ownership and operation of the Project
shall also assume all rights, powers, obligations, duties and liabilities of the Issuer under this
Ordinance and pertaining to all Bonds.
SECTION 26. MATTERS RELATING TO THE BOND INSURER. The Issuer hereby
covenants, represents, and expressly agrees to the following terms and provisions as such are
necessary and desirable in order to obtain a Municipal Bond Insurance Policy:
A. Consent of the Bond Insurer, Any provision of this Ordinance expressly recognizing
or granting rights in or to the Bond Insurer or to an Insurer may not be amended in any manner which
affects the rights of the Bond Insurer hereunder without the prior written consent of the Bond
Insurer,
B. Consent of the Bond Insurer in Addition to Bondholder Consent, Unless otherwise
provided in this Section, the Bond Insurer's consent shall be required in addition to Bondholder
consent, when required, for the following purposes: (i) execution and delivery of any supplemental
ordinance or resolution or any amendment, supplement or change to or modification thereto, (ii)
removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii)
initiation or approval of any action not described in (i) or (ii) above which requires Bondholder
,m
consent.
C. Consent of the Bond Insurer in the Event of Insolvencv. Any reorganization or
liquidation plan with respect to the Issuer must be acceptable to the Bond Insurer. In the event of
any reorganization or liquidation, the Bond Insurer shall have the right to vote on behalf of all
Bondholders who hold the Bond Insurer-insured Bonds absent a default by the Bond Insurer under
the applicable Municipal Bond Insurance Policy insuring such Bonds.
D. Consent of the Bond Insurer upon Default. Anything in this Ordinance to the contrary
notwithstanding, upon the occurrence and continuance of an event of default as defined in this
Ordinance, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Bondholders for the benefit of the Bondholders under this Ordinance.
E. Notification and Documents to be Furnished. While the Municipal Bond Insurance
Policy is in effect, the Issuer shall furnish to the Bond Insurer (to the attention of the Surveillance
Department, unless otherwise indicated):
(i) as soon as practicable after the filing thereof, a copy of any financial statement of the
Issuer and a copy of any audit and annual report of the Issuer;
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(ii) a copy of any notice to be given to the registered owners of the Bonds, including,
without limitation, notice of any redemption of or defeasance of the Bonds, and any certificate
rendered pursuant to this Ordinance or relating to the security for the Bonds;
(iii) such additional information it may reasonably request;
(iv) notice of any failure of the Issuer to provide relevant notices, certificates, etc.; and
(v) immediate notification if at any time there are insufficient moneys to make any payments
of principal and or interest as required and immediate notification upon the occurrence of any event
of default.
F. Access to Issuer Information. The Issuer will permit the Bond Insurer to discuss the
affairs, financings and accounts of the Issuer or any information the Bond Insurer may reasonably
request regarding the security for the Bonds with appropriate officers of the Issuer. The Issuer will
permit the Bond Insurer to have access to the Project and to have access to and make copies of all
books and records relating to the Bonds at any reasonable time.
G. Continuing Disclosure. To the extent that the Issuer has entered into a continuing
disclosure obligation with respect to any Series of Bonds, the Bond Insurer for such Series shall be
included as a party to be notified.
y SECTION 27. NO IMPAIItMENT. The pledging of the Pledged Revenues in the manner
provided herein shall not be subject to repeal, modification or impairment by an subsequent ordinance,
resolution or other proceedings of the City.
SECTION 28. CAPITAL APPRECIATION BONDS. For the purposes of (i) receiving
payment of the redemption price of a Capital Appreciation Bond if redeemed prior to maturity, (ii)
receiving payment if the principal of all Bonds is declared immediately due and payable, and (iii)
computing the amount of Holders required for any notice, consent, request or demand hereunder for
any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed u,
its Compounded Amount.
SECTION 29. TAX COVENANTS. With respect to any Bonds for which the Issuer
intends on the date of issuance thereof for the interest thereon to be excluded from gross income for
purposes of Federal income taxation:
(A) The Issuer shall not use or permit the use of any proceeds of any such series of Bonds
or any other funds of the Issuer, directly or indirectly, to acquire any securities or obligations, and
shall not use or permit the use of any amounts received by the Issuer with respect to such series of
Bonds in any manner, and shall not take or permit to be taken any other action or actions, which
would cause any such series of Bonds to be a "private activity bond" within the meaning of Section
141 or an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the
35
meaning of Section 149(b), of the internal Revenue Code of 1986, as amended (the "Code"), or
otherwise cause interest on such series of Bonds to become subject to federal income taxation.
(B) The Issuer shall at all times do and perform all acts and things permitted by law and
this Ordinance which are necessary or desirable in order to assure that interest paid on such series of
Bonds will be excluded from gross income for purposes of federal income taxes and shall take no
action that would result in such interest not being so excluded,
(C) The Issuer shall pay or cause to be paid to the United States Government any amounts
required by Section 148(f) of the Code and the regulations thereunder (the "Regulations"). In order
to insure compliance with the rebate provisions of Section 148(f) of the Code with respect to any
such series of Bonds for which the Issuer intends on the date of issuance thereof to be excluded from
gross income for purposes of Federal income taxation, the Issuer hereby creates the "City of
Clearwater Infrastructure Sales Tax Rebate Fund" (hereinafter sometimes called the "Rebate Fund")
to be held by the Issuer. The Rebate Fund need not be maintained so long as the Issuer timely
satisfies its obligation to pay any rebatable earnings to the United States Treasury; however, the
Issuer may, as an administrative convenience, maintain and deposit funds in the Rebate Fund from
time to time. Any moneys held in the Rebate Fund shall not be considered Pledged Revenues and
shall not be pledged in any manner for the benefit of the holders of the Bonds. Moneys in the Rebate
Fund (including earnings and deposits therein) shall be held for future payment to the United States
Government as required by the Regulations and as set forth in instructions of Bond Counsel delivered
to the Issuer upon issuance of such Bonds.
SECTION 30. ADDITIONAL RIGHTS TO BOND INSURER. Pursuant to one or more
supplemental resolutions, the Issuer may provide additional rights, covenants, agreements and
restrictions relating to any Bond Insurer and any Bond Insurance Policy.
SECTION 31. SEVERABILITY. If any one or more of the covenants, agreements or
provisions of this Ordinance should be held contrary to any express provision of law or contrary to
the policy of express law, though not expressly prohibited, or against public policy, or shall for any
reason whatsoever be held invalid or shall in any manner be held to adversely affect the validity of the
Bonds, then such covenants, agreements or provisions shall be null and void and shall be deemed
separate from the remaining covenants, agreements or provisions of this Ordinance or of the Bonds
issued hereunder.
SECTION 32. SALE OF BONDS. The Bonds shall be issued and sold at public or private
sale at one time or in installments from time to time and at such price or prices as shall be consistent
with the provisions of the requirements of this Ordinance and other applicable provisions of law as
set forth in a supplemental resolution of the Issuer adopted before the issuance of any Series of
Bonds.
SECTION 33. GENERAL AUTHORITY. The members of the City Commission of the
Issuer and the Issuer's officers, attorneys and other agents and employees are hereby authorized to
perform all acts and things required of them by this Ordinance or desirable or consistent with the
requirements hereof for the full, punctual and complete performance of all of the terms, covenants
and agreements contained in the Bonds and this Ordinance, and they are hereby authorized to execute
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and deliver all documents which shall be required by Bond Counsel or the initial purchasers of the
Bonds to effectuate the sale of the Bonds to said initial purchasers.
SECTION 34. NO THIRD PARTY BENEFICIARIES. Except such other Persons as
may be expressly described herein or in the Bonds including the Bond Insurer, nothing in this
Ordinance, or in the Bonds, expressed or implied, is intended or shall be construed to confer upon
any Person other than the Issuer and the Holders any right, remedy or claim, legal or equitable, under
and by reason of this Ordinance or any provision hereof, or of the Bonds, all provisions hereof and
thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Bond
Insurer and the Persons who shall from time to time be the Holders.
SECTION 35. NO PERSONAL LIABILITY. Neither the members of the City
Commission of the Issuer nor any person executing the Bonds shall be personally liable therefor or
be subject to any personal liability or accountability by reason of the issuance thereof.
SECTION 35. REPEAL OF INCONSISTENT INSTRUMENTS. Any other ordinance
or resolutions, or parts thereof, in conflict herewith are hereby repealed to the extent of such conflict.
SECTION 37. EFFECTIVE DATE, The provisions of this Ordinance shall take effect
upon its enactment, as required by law.
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SECTION 38. 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 ?Rrii 15 , 1998
ti PASSED ON SECOND READING
AND FINAL READING AND
:. ADOPTED May 6 , 1998
=>" Mayor-Commissi
` .Attest:
R-.,rl r. City C k
Approved as to Form and Legal
Sum 'e cy:
City A orney
1 1
x 1 '
Y, ?YYM?YYM? 38 ..
9