09-12
RESOLUTION NO. 09-12
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF NOT TO
EXCEED $72,500,000 CITY OF CLEARWATER, FLORIDA, WATER
AND SEWER REVENUE BONDS, SERIES 2009A; AND NOT TO
EXCEED $50,000,000 CITY OF CLEARWATER, FLORIDA, WATER
AND SEWER REVENUE REFUNDING BONDS, SERIES 2009B,
AWARDING THE SALE THEREOF TO WACHOVIA BANK, NATIONAL
ASSOCIATION, ON BEHALF OF ITSELF AND THE CO-MANAGERS
SELECTED BY THE CITY, SUBJECT TO THE TERMS AND
CONDITIONS OF A PURCHASE CONTRACT; PROVIDING FOR THE
ISSUANCE OF THE SERIES 2009 BONDS IN BOOK-ENTRY-ONL Y
FORM; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT IN CONNEC-
TION WITH THE DELIVERY OF THE BONDS; PROVIDING FOR
COMPLIANCE WITH A CONTINUING DISCLOSURE CERTIFICATE;
APPOINTING A PAYING AGENT AND REGISTRAR; APPOINTING AN
ESCROW AGENT; AUTHORIZING THE PURCHASE OF MUNICIPAL
BOND INSURANCE; PROVIDING CERTAIN OTHER MATTERS IN
CONNECTION WITH THE ISSUANCE AND DELIVERY OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on August 2, 1984, the City Council of the City of Clearwater,
Florida (the "City or the "Issuer") enacted Ordinance No. 3674-84 (the "Original
Ordinance"), as amended and supplemented in Ordinance 6915-01 enacted November
15, 2001 (collectively the "Bond Ordinance") to provide for the issuance of bonds
payable from Net Revenues of the Water and Sewer System (as defined therein); and
WHEREAS on November 5, 1998, the City enacted Ordinance No. 6311-98 (the
"Series 1998 Ordinance) which authorized the issuance of not to exceed $49,000,000
City of Clearwater, Florida, Water and Sewer Refunding Revenue Bonds, Series 1998
(the "Series 1998 Bonds"), as Additional Parity Obligations under the Original
Ordinance to current refund a portion of the City's outstanding Water and Sewer
Revenue Bonds, Series 1988 (the "Series 1988 Bonds"); and
WHEREAS, it is in the best interest of the City to designate a portion of bonds
authorized by the Bond Ordinance to finance a portion of the Series 2009 Projects as
"Water and Sewer Revenue Bonds, Series 2009A," (the "Series 2009A Bonds") and to
refund the Series 1998 Bonds and designate the Refunding Bonds as "Water and
Sewer Revenue Refunding Bonds, Series 2009B" to reflect the year of their issuance
(the Series 2009A Bonds and the Series 2009B Bonds collectively referred to herein as
the "Series 2009 Bonds"); and
Resolution No. 09-12
WHEREAS, it is in the best interest of the City to provide for the negotiated sale
of not to exceed $72,500,000 of Series 2009A Bonds and not to exceed $50,000,000 of
Series 2009B Bonds; and
WHEREAS, the Issuer intends on negotiating a sale of the Series 2009 Bonds
with Wachovia Bank, National Association, on behalf of itself and as representative of
the co-managers RBC Capital Markets Corporation, Fifth Third Securities, Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, each as selected by the City's
Finance Director following a RFP process (collectively, the "Underwriters") subject to
the terms and conditions contained herein and set forth in a Purchase Contract, a copy
of which is attached hereto as Exhibit "A" (the "Purchase Contract") and authorizing its
Mayor, or in his absence the Vice Mayor, and City Manager to execute such Purchase
Contract upon the approval of the terms thereof by the City Manager and City Finance
Director; and
WHEREAS, the Issuer now desires to approve the issuance of its Series 2009
Bonds, to sell its Series 2009 Bonds pursuant to the Purchase Contract, to authorize
the distribution of a Preliminary Official Statement and an Official Statement in
connection with the issuance of the Series 2009 Bonds and to take certain other actions
in connection with the issuance and sale of the Series 2009 Bonds; and
WHEREAS, the Issuer will be provided all applicable disclosure information by
the Underwriters as required by Section 218.385, Florida Statutes, prior to the
execution of the Purchase Contract, a copy of which disclosure is to be attached to the
Purchase Contract; and
WHEREAS, this resolution shall constitute a supplemental resolution under the
terms of the Bond Ordinance, and all capitalized undefined terms used herein shall
have the meanings set forth in the Bond Ordinance;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CLEARWATER, FLORIDA:
SECTION 1. The not to exceed $72,500,000 of the Water and Sewer Revenue
Bonds, Series [to be determined] authorized by the Bond Ordinance being offered
pursuant to this resolution are hereby designated as the 2009A Bonds (the "Series
2009A Bonds") and not to exceed $50,000,000 of the Water and Sewer Revenue
Refunding Bonds, Series [to be determined] authorized by the Bond Ordinance being
offered pursuant to this resolution are hereby designated as Series 2009B Bonds (the
"Series 2009B Bonds"). In the event the City elects to issue a portion of the Series
2009A Bonds as Build America Bonds, the subseries will be designated as Series
2009A-1 Bonds for the tax exempt bonds and Series 2009A-2 Bonds for the Build
America Bonds. The issuance of not to exceed $72,500,000 of the Series 2009A Bonds
and not to exceed $50,000,000 of the Series 2009B Bonds, by the City is hereby
approved upon the terms and conditions set forth in the Bond Ordinance and this
Resolution.
Resolution No. 09-12
2
The Series 2009A Bonds are hereby authorized to be issued, in whole or in part,
as Build America Bonds as authorized by Section 1531 of the American Recovery and
Reinvestment Act of 2009. The City Manager and the Finance Director, in consultation
with the Financial Advisor and the Underwriter, are hereby authorized to elect to issue
all or a portion of the Series 2009A Bonds as Build America Bonds so long as the net
(after federal subsidy) true interest cost rate to issue such bonds as Build America
Bonds would be lower than issuing the Series 2009A Bonds as tax exempt bonds, and
upon such election, the City Manager and Finance Director are hereby directed to elect
to issue such Build America Bonds with the federal subsidy in lieu of the available tax
cred it.
SECTION 2. It is in the best interest of the Issuer and the residents and
inhabitants thereof that the Series 2009 Bonds be issued utilizing a pure book-entry
system of registration. For so long as the Series 2009 Bonds remain in such book entry
only system of registration, in the event of a conflict between the provisions of the Bond
Ordinance and the provisions of the Blanket Letter of Representations between the City
and Depository Trust Company as previously executed and delivered, the terms and
provisions of the Blanket Letter of Representations shall prevail.
SECTION 3. (a) Due to the willingness of the Underwriters to purchase not to
exceed $72,500,000 in aggregate principal amount of the Series 2009A Bonds the not
to exceed $50,000,000 in aggregate principal amount of the Series 2009B Bonds, each
at favorable interest costs and the importance of timing in the marketing of such obliga-
tions, it is hereby determined that it is in the best interest of the public and the Issuer to
sell the Series 2009 Bonds at a negotiated sale and such sale to the Underwriters
pursuant to the terms and conditions contained in the Purchase Contract and herein is
hereby authorized and approved, subject to the satisfaction of the conditions set forth in
Section 3(b) below.
(b) The Finance Director is hereby authorized to receive the offer to purchase the
Series 2009 Bonds from the Underwriters in the form of an executed Purchase Contract
in the form approved herein. The City Manager and the Finance Director are hereby
authorized to award the sale of the Series 2009A Bonds and/or the Series 2009B
Bonds, respectively, on their determination that the offer submitted by the Underwriters
for the purchase of all of the Series 2009A Bond and Series 2009B Bonds, respectively,
are within the following parameters: (1) in the case of the Series 2009A Bonds, (i) the
true interest cost (with respect to any portion of the Series 2009A Bonds issued as
Build America Bonds, the true interest cost net of federal subsidy) rate shall not exceed
7.50%, (ii) the Underwriters' Discount shall not be in the excess of 1.00% of the
principal amount thereof, and (iii) the final maturity date shall not be later than
December 1, 2039, and (2) In the case of the Series 2009B Bonds, (i) the refunding of
that portion of the Series 1998 Bonds to be refunded by the Series 2009B Bonds shall
provide the City with a net present value savings of not less than 4.00% of the par
amount of such Series 1998 Bonds, (ii) the Underwriters' Discount shall not be in
excess of 1.00% of the principal amount thereof, (iii) the final maturity shall not be later
than December 1, 2018, and (iv) the principal amount shall not be in excess of the
Resolution No. 09-12
3
amount necessary to defease and redeem the 1998 Bonds to be refunded plus costs of
issuing the Series 2009B Bonds. The Finance Director, in coordination with the City's
financial advisor and the Underwriters, is hereby authorized and directed to determine
what portions of the 1998 Bonds are in the best interest of the City to be refunded
through the issuance of the Series 2009B Bonds. The City Manager and the Finance
Director are hereby authorized to award the sale of the Series 2009A Bonds and/or the
Series 2009B Bonds as set forth above or to reject the offer from the Underwriters for
any or all series of Series 2009 Bonds or any portion thereof. Such award shall be
final. The Finance Director, in consultation with the Financial Advisor, may elect to sell
the Series 2009B Bonds in an offering separate from the offering of the Series 2009A
Bonds. The acceptance of the offer to purchase the Series 2009B Bonds, to the extent
the proceeds thereof are used to refund the 1998 Bonds shall constitute a decision to
refund the 1998 Bonds in accordance with the Series 1998 Ordinance.
SECTION 4. The Series 2009 Bonds shall be sold to the Underwriters, upon the
terms and conditions set forth in the Purchase Contract attached hereto as Exhibit "A"
and incorporated by reference, upon the satisfaction of the conditions set forth in
Section 3(b) hereof. The Mayor, or in his absence the Vice Mayor, the City Manager
and the City Clerk are hereby authorized to execute such Purchase Contract in
substantially the form attached as Exhibit "A" upon the approval of the City Attorney as
to form and legal sufficiency, with such additional changes, insertions and omissions
therein as do not change the substance thereof and as may be approved by the said
officers of the Issuer executing the same, such execution to be conclusive evidence of
such approval.
SECTION 5. The Series 2009 Bonds shall be dated, shall bear interest at a rate
or rates not exceeding the maximum rate permitted by law, payable at the times, shall
mature and shall be subject to redemption as provided in the Purchase Contract. The
use of the proceeds of the Series 2009 Bonds, shall be as provided in the Official
Statement relating to the Series 2009 Bonds.
SECTION 6. The Series 2009 Bonds shall be issued under and secured by the
Bond Ordinance and shall be executed and delivered by the Mayor, the City Manager
and the City Clerk upon the approval of the City Attorney as to form and legal
sufficiency, in substantially the form set forth in the Bond Ordinance, with such
additional changes and insertions therein as conform to the provisions of the Purchase
Contract and such execution and delivery shall be conclusive evidence of the approval
thereof by such officers.
SECTION 7. U.S. Bank National Association, is hereby appointed Paying Agent
and Registrar for the Series 2009 Bonds to serve pursuant to a Paying Agent
Agreement substantially in the form customarily used by the Issuer with its Paying
Agents.
SECTION 8. U.S. Bank National Association is hereby appointed as the Escrow
Agent under each respective Escrow Deposit Agreement for the 2009B Bonds, which
Resolution No. 09-12
4
Escrow Deposit Agreement shall be substantially in the form approved by the Series
1998 Ordinance.
SECTION 9. On the date of issuance of the Series 2009 Bonds, the Issuer may
transfer the funds on hand in the various funds and accounts established for the 1998
Refunding Bonds in such manner as may be approved by a certificate of the Finance
Director executed prior to or simultaneously with the issuance of the Series 2009B
Bonds.
SECTION 10. The distribution by the Underwriters of the Preliminary Official
Statement is hereby approved, confirmed and ratified. The distribution of a final Official
Statement of the Issuer relating to the issuance of the Series 2009 Bonds is hereby
approved, such final Official Statement to be in substantially the form attached hereto
as Exhibit "B", with such additional changes, insertions and omissions as may be made
and approved by officers of the Issuer executing the same, such execution to be
conclusive evidence of any such approval. The Mayor, or in his absence the Vice
Mayor, and the City Manager are hereby authorized to execute such Official Statement
in substantially the form attached hereto as Exhibit "B". The execution of such Official
Statement by such officers is hereby approved with such additional changes, insertions
and omissions as may be made and approved by such officers. For purposes of Rule
15c2-12 of the United States Securities and Exchange Commission (the "Rule"), the
City Manager and the Finance Director are hereby authorized and directed to deem
"final" the Preliminary Official Statement in substantially the form attached hereto as
Exhibit "B".
SECTION 11. The City hereby covenants and agrees that, in order to provide for
compliance by the City with the secondary market disclosure requirements of the Rule,
that it will comply with and carry out all of the provisions of that certain Continuing
Disclosure Certificate in substantially the form attached hereto as Exhibit "C", to be
executed by the City and dated the date of issuance and delivery of the Series 2009
Bonds, as it may be amended from time to time in accordance with the terms thereof
(the "Continuing Disclosure Certificate"). Notwithstanding any other provision of this
Resolution, failure of the City to comply with such Continuing Disclosure Certificate
shall not be considered an event of default; however, any holder of Series 2009 Bonds
may take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the City to comply with its
obligations under this Section and the Continuing Disclosure Certificate. The Mayor, or
in his absence the Vice Mayor, the City Manager and the City Clerk are hereby
authorized to execute such Continuing Disclosure Certificate upon the approval of the
City Attorney as to form and legal sufficiency, in substantially the form attached as
Exhibit "C", with such additional changes, insertions and omissions therein as do not
change the substance thereof and as may be approved by the said officers of the
Issuer executing the same, such execution to be conclusive evidence of such approval.
SECTION 12. (a) Pursuant to the Bond Ordinance, the City Manager and
Finance Director are hereby authorized, after consultation with the City's Financial
Resolution No. 09-12
5
Advisor, to select the provider ("Bond Insurer") for Municipal Bond Insurance Policies as
the Credit Facility (as defined in the Bond Ordinance) as additional security for payment
of all or designated portions of the principal and interest on each series and/or
maturities of the Series 2009 Bonds. The determination of the City Manager and
Finance Director shall be final. Payment for such Municipal Bond Insurance Policies
from proceeds of each of the series of the Series 2009 Bonds is hereby authorized. The
Issuer hereby accepts the terms, conditions and agreements relating to the Municipal
Bond Insurance Policy in accordance with the Commitment for Municipal Bond
Insurance as accepted by the City Manager and Finance Director. A statement of
insurance is hereby authorized to be printed on or attached to the Series 2009 Bonds
for the benefit and information of the holders of the Series 2009 Bonds.
(b) For so long as the Credit Facility is applicable to the Series 2009 Bonds, the
additional provisions set forth in the Commitment with respect to notices to the Bond
Insurer and payment procedures under the Credit Facility are hereby approved and
ratified. In addition to the covenants and agreements of the City previously contained in
the Bond Ordinance regarding the rights of the Credit Facility Issuer which are
incorporated herein, the City hereby covenants and agrees for the benefit of the Credit
Facility Issuer and the holders of the Series 2009 Bonds while the Credit Facility
insuring the Series 2009 Bonds is in full force and effect, to provide the Credit Facility
Issuer with copies of any notices to be given to any party pursuant to the Bond
Ordinance, and to provide prior notice to the Credit Facility Issuer of any amendments
to the Bond Ordinance.
(c) The City Manager and Finance Director are hereby authorized and directed to
determine, with input from the City's Financial Advisor, whether the purchase of a debt
service reserve fund surety policy or bond or similar instrument (a "Reserve Surety")
would be in the best interest of the City rather than funding any increase in the debt
service reserve fund for the Series 2009 Bonds solely with proceeds of the Series 2009
Bonds or other legally available funds of the City. In the event the City Manager and
the Finance Director determine that it would be in the best interest of the City to
purchase a Reserve Surety, they shall select the Reserve Surety that provides the
greatest value to the City as determined by the City Manager and the Finance Director
after consultation with the Financial Advisor, so long as the Reserve Surety is in a form
acceptable to the Credit Facility Issuer. The determination of the City Manager and
Finance Director shall be final. In the event the City Manager and Finance Director
determine to use a Reserve Surety, then this Resolution shall be deemed to include the
provisions set forth in the commitment for such Reserve Surety, and the Mayor, or in his
absence the Vice Mayor, and City Manager are authorized to execute and the Clerk is
authorized to attest upon the approval thereof as to from and legal sufficiency by the
City Attorney, a financial guaranty agreement or similar agreement, with such changes,
insertions and omissions as may be approved by such officers. For purposes hereof,
the Reserve Requirement (as defined in the Original Ordinance) shall be maximum
annual debt service on all Bonds outstanding under the Original Ordinance, with any
required contribution thereto as a result of the issuance of the Series 2009 Bonds shall
be paid from proceeds of the Series 2009 Bonds but not in excess of the amount equal
Resolution No. 09-12
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to the lesser of (i) the Maximum Bond Service Requirement of the Series 2009 Bonds,
(ii) 125% of the average annual Bond Service Requirement of the Series 2009 Bonds,
or (iii) 10% of the net proceeds of the Series 2009 Bonds.
SECTION 13. All prior resolutions of the Issuer inconsistent with the provisions
of this resolution are hereby modified, supplemented and amended to conform with the
provisions herein contained and except as otherwise modified, supplemented and
amended hereby shall remain in full force and effect.
SECTION 14. The Mayor, or in his absence the Vice Mayor, the City Manager,
the Finance Director, the City Attorney and the City Clerk or any other appropriate
officers of the Issuer are hereby authorized and directed to execute any and all
certifications or other instruments or documents required by the Resolution, the
Purchase Contract, the Escrow Deposit Agreement or any other document referred to
above as a prerequisite or precondition to the issuance of the Series 2009 Bonds and
any such representation made therein shall be deemed to be made on behalf of the
Issuer, and the City Manager and the Finance Director are hereby authorized to take
such actions as may be necessary or desired to effect the refunding of the Series 1998
Bonds, including, but not limited to, the selection of a verification agent and escrow
investments. In the event both the Mayor and the Vice Mayor are unable to execute the
documents related to the Series 2009 Bonds, then any other member of the City
Council shall be authorized to execute such documents with the full force and effect as
if the Mayor, or the Vice Mayor had executed same. All action taken to date by the
officers of the Issuer in furtherance of the issuance of the Series 2009 Bonds is hereby
approved, confirmed and ratified.
SECTION 15. This resolution shall become effective immediately upon its
adoption.
Passed and adopted by the City Council of the City of Clearwater, Florida, this
15th day of April, 2009.
CITY OF CLEARWATER, FLORIDA
By:
~/~
~nk V. Hibbard
Mayor
Resolution No. 09-12
7
Approved as to form:
jU~~
Pamela K. Akin
City Attorney
J :\wdox\Docs\Clients\25341 \003\ORDRES\00295866.DOC
Attest:
Resolution No. 09-12
8
EXHIBIT A
PURCHASE CONTRACT
8
Resolution 09-12
$
$
CITY OF CLEARWATER, FLORIDA
WATER AND SEWER REVENUE BONDS, SERIES 2009A
WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2009B
May _, 2009
BOND PURCHASE AGREEMENT
Mayor and City Council
Municipal Services Building, 3rd Floor
100 S. Myrtle Avenue
Clearwater, FL 33756
Ladies and Gentlemen:
Wachovia Bank, National Association (the "Representative"), as representative of itself,
RBC Capital Markets Corporation, Fifth Third Securities, Inc. and Merrilll Lynch, Pierce,
Fenner and Smith Incorporated (collectively, the "Underwriters"), offers to enter into this Bond
Purchase Agreement with the City of Clearwater, Florida (the "City"). This offer is made
subject to written acceptance hereof by the City at or before 12:00 midnight, New York City
time, on the date hereof. If not so accepted, this offer will be subject to withdrawal by the
Underwriters upon written notice delivered to the City at any time prior to the acceptance hereof
by the City.
1. Purchase and Sale. Upon the terms and conditions and in reliance on the
representations, warranties, covenants and agreements set forth herein, the Underwriters hereby
agree to purchase from the City, and the City hereby agrees to sell and deliver to the
Underwriters, all (but not less than all) of the $ aggregate principal amount of the
City's Water and Sewer Revenue Bonds, Series 2009A (the "Series 2009A Bonds") and
$ aggregate principal amount of the City's Water and Sewer Revenue Refunding
Bonds, Series 2009B (the "Series 2009B Bonds," and together with the "Series 2009B Bonds,"
the "Series 2009 Bonds"). The Series 2009 Bonds shall be dated their date of delivery and shall
be payable in the years and principal amounts, bear such rates of interest and be subject to
redemption prior to maturity, all as set forth in Exhibit A attached hereto. The purchase price for
the Series 2009A Bonds shall be $ (representing the par amount of the Series
2009A Bonds, [less net original issue discountHplus net original issue premium] of
$ and less Underwriters' discount of $ ). The purchase price for the
Series 2009B Bonds shall be $ (representing the par amount of the Series 2009B
Bonds, [less net original issue discountHplus net original issue premium] of $ and
less Underwriters' discount of $ ). The purchase price shall be payable to the
City in immediately available funds[, with the exception of the premiums for the financial
guaranty insurance policy (the "Insurance Policy") and the reserve account surety bond (the
"Reserve Account Surety Bond") to be issued by (the "Insurer"), which
shall be payable to the Insurer directly by the Underwriters in immediately available funds].
The Series 2009 Bonds shall be as described in the hereinafter described Preliminary
Official Statement ("Preliminary Official Statement"), and shall be issued under the authority of
and in full compliance with the Constitution and laws of the State of Florida, including Chapter
166, Florida Statutes, the Charter of the City, the Bond Ordinance (as defined in the hereinafter
described Resolution), (the "Ordinance") and other applicable provisions oflaw (collectively, the
"Act") and Resolution 09-12 of the City, adopted on April 15, 2009 (the "Resolution").
Terms used in capitalized form and not defined herein shall have the meanings assigned
to such terms in the Resolution and the Preliminary Official Statement.
2. Delivery of Official Statement and Other Documents. (a) Prior to the date hereof,
the City provided to the Underwriters the Preliminary Official Statement dated April _, 2009
(the "Preliminary Official Statement"), that the City deemed final as of its date, except for
certain permitted omissions (the "permitted omissions"), as contemplated by Rule 15c2-12 of the
Securities and Exchange Commission ("Rule 15c2-12" or the "Rule") in connection with the
pricing of the Series 2009 Bonds. The City hereby confirms that the Preliminary Official
Statement was final as of its date, except for the permitted omissions, and ratifies and confirms
the use and distribution thereof by the Underwriters prior to the date hereof in connection with
the public offering of the Series 2009 Bonds.
(b) The City shall deliver, or cause to be delivered, at its expense, to the Underwriters
within seven (7) business days after the date hereof, sufficient copies of the final printed Official
Statement dated the date hereof (the "Official Statement") in form and substance satisfactory to
the Underwriters. In determining whether the number of copies to be delivered by the City is
sufficient, the number shall be sufficient to enable the Underwriters to comply with the
requirements of Rule 15c2-12, all applicable rules of the Municipal Securities Rulemaking Board
("MSRB") and to fulfill their duties and responsibilities under Florida and federal securities laws
generally.
The City authorizes the use and distribution of the Official Statement in connection with
the public offering and sale of the Series 2009 Bonds.
(c) From the date hereof to and including the date which is twenty-five days from the
end of the underwriting period (as defined for purposes of Rule 15c2-12), if an event occurs
which, in the reasonable opinion of the Underwriters or in the reasonable opinion of the City,
requires a supplement or amendment to the Official Statement so that it will not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the City will supplement or amend the Official Statement in a form and in a manner
approved by the Underwriters and the City. The City will promptly notify the Representative of
the occurrence of any event of which it has knowledge, which, in its opinion, is an event
described in the preceding sentence. The amendments or supplements that may be authorized for
use with respect to the Series 2009 Bonds are hereinafter included within the term "Official
Statement. "
3. Public Offering. The Underwriters agree to make a bona fide offering to the
public of all of the Series 2009 Bonds at not in excess of the initial public offering price or prices
(or below the yield or yields) set forth in Exhibit A hereto; provided, however, that the
Underwriters may (i) offer and sell the Series 2009 Bonds at prices lower (or yields higher) than
the public offering prices (or yields) set forth in Exhibit A hereto and (ii) change such initial
offering prices (or yields) as the Underwriters may deem necessary in connection with the
marketing of the Series 2009 Bonds.
2
4. Good Faith Check. The City hereby acknowledges receipt of a corporate check of
the Representative payable to the City in an amount equal to $ (the "Good Faith
Check") as security for the performance by the Underwriters of their obligation to accept and pay
for the Series 2009 Bonds at the Closing in accordance with the provisions of this Bond Purchase
Agreement. The City shall retain the check, uncashed, except under the circumstances
hereinafter set forth. In the event the City fails to deliver the Series 2009 Bonds at the Closing,
or if the City shall be unable to satisfy the conditions to the obligations of the Underwriters
contained in this Bond Purchase Agreement, or if such obligations shall be terminated for any
reason permitted by this Bond Purchase Agreement, the City shall be obligated to immediately
return the uncashed Good Faith Check to the Representative. In the event the Underwriters
accept and pay for the Series 2009 Bonds at Closing, the uncashed Good Faith Check shall be
returned to the Representative at Closing. In the event the Underwriters fail (other than for a
reason permitted under this Bond Purchase Agreement) to accept and pay for the Series 2009
Bonds at Closing, the Good Faith Check may be cashed and the proceeds thereof shall be
retained by the City as and for full liquidated damages for such failure, and not as a penalty, and
for any and all defaults hereunder on the part of the Underwriters, and thereupon, all claims and
rights hereunder against the Underwriters shall be fully released and discharged, it being
understood by the City and the Underwriters that actual damages in such circumstances may be
difficult or impossible to compute.
5. City Representations. Warranties. Covenants and Agreements. The City
represents and warrants to and covenants and agrees with the Underwriters that, as of the date
hereof and as of the date of the Closing:
(a) The Preliminary Official Statement was, as of the date thereof, and the Official
Statement will be as of its date, and at all times subsequent thereto up to and including the date
twenty-five days following the end of the underwriting period (as defined for purposes of Rule
15c2-12) will remain, true and correct in all material respects, and the Preliminary Official
Statement did not, as of the date thereof, and the Official Statement will not at any time up to and
including the date twenty-five days following the end of the underwriting period, contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. In addition,
any amendments or supplements to the Official Statement prepared and furnished by the City
pursuant hereto will not contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.
(b) Except as disclosed in the Preliminary Official Statement, the City is not, nor has
it been, in default any time after December 31, 1975, as to principal or interest with respect to an
obligation issued or guaranteed by the City and which is required to be disclosed in the Official
Statement pursuant to Section 517.051, Florida Statutes.
(c) Except as disclosed in the Preliminary Official Statement, the City has at all times
complied with all of its prior continuing disclosure undertakings entered into pursuant to
paragraph (b)(5) of Rule 15c2-12.
(d) The City will furnish such information, execute such instruments and take such other
action not inconsistent with law in cooperation with the Underwriters as the Underwriters may
reasonably request in order to (i) qualify the Series 2009 Bonds for offer and sale under the Blue
Sky or other securities laws and regulations of such states and other jurisdictions of the United
3
States as the Underwriters may designate and (ii) determine the eligibility of the Series 2009 Bonds
for investment under the laws of such states and other jurisdictions, and will use its best efforts to
continue such qualifications in effect so long as required for the distribution of the Series 2009
Bonds; provided that the City shall not be obligated to take any action that would subject it to
general or special service of process in any state where it is not now so subject or qualify the City to
do business in such other jurisdictions.
(e) The City will advise the Underwriters promptly of any proposal to amend or
supplement the Official Statement and will not effect any such amendment or supplement without
such prior notice to the Underwriters. The City will advise the Underwriters promptly of the
institution of any proceedings known to it prohibiting or otherwise affecting the use of the Official
Statement in connection with the offering, sale or distribution of the Series 2009 Bonds.
6. The Closing. At or prior to noon, New York City time, on May _, 2009, or at
such earlier or later time or date to which the City and the Underwriters may mutually agree, the
City will, subject to the terms and conditions hereof, deliver the Series 2009 Bonds to the
Underwriters in full book-entry form, duly executed, together with the other documents
hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriters will
accept such delivery and pay the aggregate purchase price of the Series 2009 Bonds as set forth
in Paragraph 1 hereof (such delivery of and payment for the Series 2009 Bonds is herein called
the "Closing"). The Closing shall occur at the offices of the City, or such other place to which
the City and the Underwriters shall have mutually agreed. The Series 2009 Bonds shall be
prepared and delivered as fully registered bonds in authorized denominations and registered in
full book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company,
New York, New York ("DTC"), and shall be delivered to DTC through the "F.A.S.T."
procedure.
7. Closing Conditions. The Underwriters have entered into this Bond Purchase
Agreement in reliance upon the representations, warranties, covenants and agreements of the
City contained herein and in reliance upon the representations, warranties, covenants and
agreements to be contained in the documents and instruments to be delivered at the Closing and
upon the performance by the City of its obligations hereunder, both as of the date hereof and as
of the date of the Closing. Accordingly, the Underwriters' obligations under this Bond Purchase
Agreement to purchase, to accept delivery of and to pay for the Series 2009 Bonds shall be
conditioned upon the performance by the City of its obligations to be performed hereunder and
under such documents and instruments at or prior to the Closing, and shall also be subject to the
following additional conditions:
(a) The representations, warranties, covenants and agreements of the City contained
herein shall be true, complete and correct on the date hereof and on and as of the date of the
Closing, as if made on the date of the Closing;
(b) At or prior to the Closing, the Underwriters shall have received copies of each of the
following documents:
(1) An OpInIOn of Bryant Miller Olive, P. A., Bond Counsel ("Bond
Counsel"), dated the date of the Closing and addressed to the City, in substantially the
form attached as an appendix to the Official Statement, accompanied by a letter
authorizing the Underwriters to rely thereon as though such opinion was addressed to the
Underwriters;
4
(2) An opinion of Bond Counsel, dated the date of the Closing and addressed
to the Underwriters, in substantially the form attached hereto as Exhibit C;
(3) An opinion of the City Attorney, dated the date of Closing and addressed
to at least the City and the Underwriters, in substantially the form attached hereto as
Exhibit D;
(4) A certificate, dated the date of the Closing, signed by the City Manager of
the City or other authorized officer of the City in substantially the form attached hereto as
Exhibit E (but in lieu of or in conjunction with such certificate the Underwriters may, in
their sole discretion, accept certificates or opinions of Bond Counsel, the City Attorney,
or of other counsel acceptable to the Underwriters, that in the opinion of such counsel the
issues raised in any pending or threatened litigation referred to in such certificate are
without substance or that the contentions of all plaintiffs therein are without merit);
(5) The opinion of Nabors, Giblin & Nickerson, P. A. ("Disclosure Counsel"),
dated the date of the Closing and addressed to the City and the Underwriters, to the effect
that, with said firm's participation in the preparation and review of the Official Statement
and without having undertaken to determine independently the accuracy or completeness
of the contents of the Official Statement, nothing has come to the attention of said firm
that would cause it to believe that the Official Statement (except for the financial and
statistical data contained therein and information relating to the book-entry only
registration system as to which no opinion need be expressed) contains an untrue
statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances under
which they were made, not misleading;
(6) Certified copies of the Ordinance and the Resolution;
(8) A copy of the executed Continuing Disclosure Certificate, Escrow Deposit
Agreement and Official Statement;
(9) [Copies of the Insurance Policy and the Reserve Account Surety Bond
issued by the Insurer with respect to the Series 2009 Bonds;]
(10) [Executed copy of the Guaranty Agreement;]
(11 ) [A certificate of an officer of the Insurer dated the date of the Closing and
addressed to the Underwriters, concerning the Insurer, the Insurance Policy, the Reserve
Account Surety Bond, the Guaranty Agreement and the information relating to the
Insurer and the Insurance Policy contained in the Official Statement, in form and
substance satisfactory to the Underwriters;]
(12) [An opinion, dated the date of the Closing and addressed to the
Underwriters, of counsel for the Insurer, in such form as is mutually and reasonably
acceptable to the City and the Underwriters;]
(13) Evidence of ratings from Fitch Ratings ("Fitch"), Standard & Poor's
Ratings Services ("S&P") and Moody's Investors Service ("Moody's") on the Series 2009
5
Bonds of _, _ and _, repectively, based on the Insurance Policy, and of a _, _,
_, respectively, without regard to the Insurance Policy;
(14) The written consent of Burton and Associates, to the use of their report in
Appendix F of the Preliminary and final Official Statement; and
(15) Such additional legal opinions, certificates, instruments and other
documents as the Underwriters may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the representations,
warranties, covenants and agreements of the City contained herein and the truth, accuracy
and completeness of the statements and information contained in the Official Statement
and the due performance or satisfaction by the City on or prior to the date of the Closing
of all agreements then to be performed and conditions then to be satisfied by it.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with
the provisions hereof if, but only if, they are in form and substance satisfactory to the
Underwriters, with such exceptions and modifications as shall be approved by the Underwriters
and as shall not, in the reasonable opinion of the Underwriters, materially impair the investment
quality of the Series 2009 Bonds.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriters
to purchase, to accept delivery of and to pay for the Series 2009 Bonds contained in this Bond
Purchase Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of
and to pay for the Series 2009 Bonds shall be terminated for any reason permitted by this Bond
Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the
Underwriters nor the City shall be under any further obligation hereunder, except that the
respective obligations of the City and the Underwriters set forth in Paragraph 9 hereof shall
continue in full force and effect.
8. Termination. The Underwriters may terminate this Bond Purchase Agreement by
written notice to the City in the event that between the date hereof and the Closing:
(a) the marketability of the Series 2009 Bonds or the market price thereof, in the
reasonable opinion of the Underwriters, has been materially adversely affected by an amendment to
the Constitution of the United States or by any legislation (other than any actions taken by either
House of Congress on or prior to the date hereof) (i) enacted or adopted by the United States, (ii)
recommended to the Congress or otherwise endorsed for passage, by press release, other form of
notice or otherwise, by the President of the United States, the Chairman or ranking minority
member of the Committee on Finance of the United States Senate or the Committee on Ways and
Means of the United States House of Representatives, the Treasury Department of the United States
or the Internal Revenue Service, or (iii) favorably reported out of the appropriate Committee for
passage to either House of the Congress by any full Committee of such House to which such
legislation has been referred for consideration, or by any decision of any court of the United States
or by any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury
Department of the United States, the Internal Revenue Service or any other authority or regulatory
body of the United States, or by a release or announcement or communication issued or sent by the
Treasury Department or the Internal Revenue Service of the United States, or any comparable
legislative, judicial or administrative development affecting the federal tax status of the City, its
6
property or income, obligations of the general character of the Series 2009 Bonds, as contemplated
hereby, or the interest thereon; or
(b) any legislation, rule, or regulations shall be introduced in, or be enacted or adopted
in the State of Florida, or a decision by any court of competent jurisdiction within the State of
Florida shall be rendered which, in the reasonable opinion of the Underwriters, materially adversely
affects the market for the Series 2009 Bonds or the sale, at the contemplated offering prices, by the
Underwriters of the Series 2009 Bonds to be purchased by them; or
(c) any amendment to the Official Statement is proposed by the City or deemed
necessary by Bond Counsel, or the Underwriters which, in the reasonable opinion of the
Underwriters, materially adversely affects the market for the Series 2009 Bonds or the sale, at the
contemplated offering prices, by the Underwriters of the Series 2009 Bonds to be purchased by
them; or
(d) there shall have occurred any outbreak or escalation of hostility, act of terrorism,
declaration by the United States of a national emergency or war or other calamity or crisis the effect
of which on financial markets is such as to make it, in the judgment of the Underwriters, impractical
or inadvisable to proceed with the offering or delivery of the Series 2009 Bonds as contemplated by
the Official Statement (exclusive of any amendment or supplement thereto), or
(e) legislation shall be enacted or adopted, or any action shall be taken by, or on behalf
of, the Securities and Exchange Commission which, in the reasonable opinion of Bond Counsel, has
the effect of requiring the contemplated distribution of the Series 2009 Bonds to be registered under
the Securities Act of 1933, as amended, or the Resolution to be qualified under the Trust Indenture
Act of 1939, as amended, or any laws analogous thereto relating to governmental bodies, and
compliance therewith cannot be accomplished prior to the Closing; or
(f) legislation shall be introduced by amendment or otherwise in or be enacted by, the
House of Representatives or the Senate of the Congress of the United States, or a decision by a
Court of the United States of America shall be rendered, or a stop order, ruling, release, regulation,
official statement or no-action letter by or on behalf of the Securities and Exchange Commission or
any other governmental authority having jurisdiction of the subject matter of the Series 2009 Bonds
shall have been proposed, issued or made (which is beyond the control of the Underwriters or the
City to prevent or avoid) to the effect that the issuance, offering or sale of the Series 2009 Bonds as
contemplated hereby or by the Official Statement, or any document relating to the issuance, offering
or sale of the Series 2009 Bonds is or would be in violation of any of the federal securities laws at
Closing, including the Securities Act of 1933, as amended and then in effect, the Securities
Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as
amended and then in effect, or with the purpose or effect of otherwise prohibiting the offering and
sale of obligations of the general character of the Series 2009 Bonds, or the Series 2009 Bonds, as
contemplated hereby; or
(g) there shall have occurred, after the signing hereof, either a [mancial crisis or a
default with respect to the debt obligations of the City or proceedings under the federal or State of
Florida bankruptcy laws shall have been instituted by the City, in either case the effect of which, in
the reasonable judgment of the Underwriters, is such as to materially and adversely affect (i) the
market price or the marketability of the Series 2009 Bonds, or (ii) the ability of the Underwriters to
enforce contracts for the sale of the Series 2009 Bonds; or
7
(h) a general banking moratorium shall have been declared by the United States, New
York, North Carolina or Florida authorities, which in the reasonable opinion of the Underwriters,
materially adversely affects the market for the Series 2009 Bonds or the sale, at the contemplated
offering prices, by the Underwriters of the Series 2009 Bonds to be purchased by them; or
(i) any national securities exchange, or any governmental authority, shall impose, as to
the Series 2009 Bonds or obligations of the general character of the Series 2009 Bonds any
material restrictions not now in force, or increase materially those now in force, with respect to the
establishment of material restrictions upon trading of securities, including limited or minimum
prices, by any governmental authority or by any national securities exchange, which in the
reasonable opinion of the Underwriters, materially adversely affects the market for the Series 2009
Bonds or the sale, at the contemplated offering prices, by the Underwriters of the Series 2009 Bonds
to be purchased by them; or
G) legal action shall have been filed against the City wherein an adverse ruling would
materially adversely affect the transactions contemplated hereby or by the Official Statement or the
validity of the Series 2009 Bonds, the Ordinance, the Resolution, the Continuing Disclopsure
Certificate, the Escrow Deposit Agreement or this Bond Purchase Agreement; provided, however,
that as to any such litigation, the City may request and the Underwriters may accept an opinion by
the City Attorney, Bond Counsel, or of other counsel acceptable to the Underwriters, that in such
counsel's opinion the issues raised by any such litigation or proceeding are without substance or that
the contentions of any plaintiffs therein are without merit; or
(k) any information shall have become known which, in the Underwriters' reasonable
opinion, makes untrue, incorrect or misleading in any material respect any statement or information
contained in the Official Statement, as the information contained therein has been supplemented or
amended by other information, or causes the Official Statement, as so supplemented or amended, to
contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material
fact required or necessary to be stated therein in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading and upon the receipt of notice of
same by the City, the City fails to promptly amend or supplement the Official Statement; or
(1) an event occurs as a result of which the Official Statement, as then amended or
supplemented, would include an untrue statement of a material fact or omit to state any material fact
which is required or necessary to be stated therein in order to make the statements made therein, in
the light of the circumstances under which they were made, not misleading which, in the reasonable
opinion of the Underwriters, requires an amendment or supplement to the Official Statement and, in
the reasonable opinion of the Underwriters, materially adversely affects the marketability of the
Series 2009 Bonds or the contemplated offering prices thereof and upon the receipt of notice by the
City, the City fails to promptly amend or supplement the Official Statement; or
(m) trading in the City's outstanding securities shall have been suspended by the
Securities and Exchange Commission or trading in securities generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have been established on
such Exchange; or
(n) there shall have occurred since September 30, 2006 any material adverse change
in the affairs of the City from that reflected in the audited and unaudited financial statements of
the City included in the Official Statement which has a material affect on the market for the
8
Series 2009 Bonds or the sale, at the contemplated offering prices, by the Underwriters of the
Series 2009 Bonds, other than as previously disclosed to the Underwriters in writing.
9. Expenses. The Underwriters shall be under no obligation to pay, and the City
shall pay, any expenses incident to the performance of the obligations of the City hereunder
including, but not limited to: (a) the cost of preparation, printing or other reproduction of the
Resolution; (b) the cost of preparation and printing of the Series 2009 Bonds; (c) the fees and
disbursements of Bond Counsel, Disclosure Counsel and the City Attorney; (d) the fees and
disbursements of any other experts, consultants or advisors retained by the City; (e) fees for bond
ratings; (f) [the premium for the Insurance Policy]; (g) the fees and expenses of the Registrar, the
Paying Agent and of their respective counsel; (h) the costs of preparing, printing and delivering
the Preliminary Official Statement, the Official Statement and any supplements or amendments
to either of them; and (i) expenses (including in the expense component of the Underwriters'
Discount) incurred on behalf of the City's employees which are incidental to implementing this
agreement, including, but not limited to meals and transportation of those City employees;
however, the City shall have no obligation to pay any fees, costs or other amounts relating to any
supplements or amendments to the Official Statement required as a result of incorrect
information provided by the Underwriters or to the extent such amendment or supplement is
prepared after the period described in paragraph 2( c) hereof (provided that for purposes of this
paragraph, the end of the underwriting period shall be deemed to be the date of the Closing).
The Underwriters shall pay: (a) the cost of any related filing fees under state securities
laws; (b) all advertising expenses incurred by them; and ( c) all other expenses incurred by them
or any of them in connection with the public offering of the Series 2009 Bonds, including the
fees and disbursements of Counsel to the Underwriters. In the event that either party shall have
paid obligations of the other as set forth in this Section 9, adjustment shall be made at the time of
the Closing.
10. Notices. Any notice or other communication to be given to the City under this
Bond Purchase Agreement may be given by delivering the same in writing at its address set forth
above to the attention of the City Manager, and any notice or other communication to be given to
the Underwriters may be given by delivering the same in writing to Wachovia Bank, National
Association, 3637 4th Street North, Suite 330, St. Petersburg, FL 33704, Attention: David
Thornton.
11. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit
of the City and the Underwriters (including the successors or assignees of the City or the
Underwriters) and no other party or person shall acquire or have any right hereunder or by virtue
hereof. All representations, warranties, covenants and agreements in this Bond Purchase
Agreement shall remain operative and in full force and effect, regardless of: (i) any
investigations made by or on behalf of the Underwriters; (ii) the delivery of and payment for the
Series 2009 Bonds pursuant to this Bond Purchase Agreement; or (iii) any termination of this
Bond Purchase Agreement, but only to the extent provided by the last paragraph of Section 7
hereof.
12. Waiver. Notwithstanding any provision herein to the contrary, the performance
of any and all obligations of the City hereunder and the performance of any and all conditions
contained herein for the benefit of the Underwriters may be waived by the Underwriters, in their
sole discretion.
9
13. Effectiveness. This Bond Purchase Agreement shall become effective upon the
execution of the acceptance hereof by the Mayor or City Manager and shall be valid and
enforceable at the time of such acceptance.
14. Counterparts. This Bond Purchase Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which shall constitute one
and the same document.
15. Headings. The headings of the sections of this Bond Purchase Agreement are
inserted for convenience only and shall not be deemed to be a part hereof.
16. Florida Law Governs. The validity, interpretation and performance of this Bond
Purchase Agreement shall be governed by the laws of the State of Florida.
17. Truth In Bonding Statement. Pursuant to the provisions of Section 218.385(2)
and (3), Florida Statutes, as amended, the Underwriters provide the following truth-in-bonding
statement:
(a) The City is issuing $ aggregate principal amount of the City's Water
and Sewer Revenue Bonds, Series 2009A (the "Series 2009A Bonds") and $
aggregate principal amount of the City's Water and Sewer Revenue Refunding Bonds, Series
2009B (the "Series 2009B Bonds," and together with the "Series 2009B Bonds," the "Series
2009 Bonds") for the purposes of: (i) refinancing the Refunded Bonds and paying costs of the
Series 2009 Project, and (ii) paying costs and expenses incurred in connection with the issuance
and sale of the Series 2009 Bonds[, including the payment of the premiums on the Insurance
Policy and Reserve Account Surety Bond]. The Series 2009 Bonds are expected to be repaid over
a period of approximately _ years. At a true interest cost of %, total interest paid over
the life of the obligations will be $
(b) The sources of repayment for the Series 2009 Bonds are the Net Revenues.
Authorizing the Series 2009 Bonds will result in an average of approximately $ of Net
Revenues not being available to finance other services of the City every year for approximately
_ years.
10
18. Entire Agreement. This Bond Purchase Agreement when accepted by you in
writing as heretofore specified shall constitute the entire agreement between us and is made
solely for the benefit of the City and the Underwriters (induding the successors or assigns of the
City or the Underwriters). No other person shall acquire or have any right hereunder or by virtue
hereof.
WACHOVIA BANK, NATIONAL ASSOCIATION
RBC CAPITAL MARKETS CORPORATION
FIFTH THIRD SECURITIES, INC.
MERRILL LL YNCH, PIERCE, FENNER AND SMITH INCORPORATED
By: W ACHOVIA BANK, NATIONAL ASSOCIATION
By:
Name: David R. Thornton
Title: Managing Direcor
Accepted by:
CITY OF CLEARWATER, FLORIDA
By:
Name:
Title:
11
EXHIBIT A
TERMS OF BONDS
Maturitv Schedule
Maturity
Principal Amount
Interest Rate
Yield
Redemption of Series 2009 Bonds
Series 2009A Bonds Mandatory Sinking Fund Redemption
The Series 2009A Bonds maturing on December 1, [ ] will be subject to
mandatory redemption prior to maturity, selected by lot, or in such manner as the
Registrar may deem appropriate, at a redemption price equal to par plus accrued
interest to the redemption date, on December 1, [ ], and each December 1 thereafter,
from amounts deposited in the Redemption Account in the Bond Service Fund
established by the Ordinance, in the following years and amounts as follows:
Year
Amount
* Maturity
The Series 2009A Bonds maturing on December 1, [ ] will be subject to
mandatory redemption prior to maturity, selected by lot, or in such manner as the
Registrar may deem appropriate, at a redemption price equal to par plus accrued
interest to the redemption date, on December 1, [ ], and each December 1 thereafter,
A-I
from amounts deposited in the Redemption Account in the Bond Service Fund
established by the Ordinance, in the following years and amounts as follows:
Year
Amount
* Maturity
Series 2009B Bonds Mandatory Sinking Fund Redemption
The Series 2009B Bonds maturing on December 1, [ ] will be subject to
mandatory redemption prior to maturity, selected by lot, or in such manner as the
Registrar may deem appropriate, at a redemption price equal to par plus accrued
interest to the redemption date, on December 1, [ ], and each December 1 thereafter,
from amounts deposited in the Redemption Account in the Bond Service Fund
established by the Ordinance, in the following years and amounts as follows:
Year
Amount
* Maturity
The Series 2009B Bonds maturing on December 1, [ ] will be subject to
mandatory redemption prior to maturity, selected by lot, or in such manner as the
Registrar may deem appropriate, at a redemption price equal to par plus accrued
interest to the redemption date, on December 1, [ ], and each December 1 thereafter,
from amounts deposited in the Redemption Account in the Bond Service Fund
established by the Ordinance, in the following years and amounts as follows:
Year
Amount
* Maturity
Series 2009A Bonds Optional Redemption Provisions
The Series 2009A Bonds maturing on December 1, [ ] and thereafter will be
subject to optional redemption prior to their respective maturity dates beginning on
December 1, [ ] at 100% of the par value thereof.
Series 2009B Bonds Optional Redemption Provisions
The Series 2009B Bonds maturing on December 1, [ ] and thereafter
will be subject to optional redemption prior to their respective maturity dates beginning
on December 1, [ ] at 100% of the par value thereof.
A-2
EXHIBIT B
$
$
CITY OF CLEARWATER, FLORIDA
WATER AND SEWER REVENUE BONDS, SERIES 2009A
WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2009B
DISCLOSURE STATEMENT
May _, 2009
Mayor and City Council
City of Clearwater, Florida
Clearwater, Florida
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Clearwater, Florida (the "City"),
of the above-referenced Bonds (the "Series 2009 Bonds"), Wachovia Bank, National Association
(the "Representative"), as representative of itself, RBC Capital Markets Corporation, Fifth Third
Securities, Inc. and Merrilll Lynch, Pierce, Fenner and Smith Incorporated (collectively, the
"Underwriters") have agreed to underwrite a public offering of the Series 2009 Bonds.
Arrangements for underwriting the Series 2009 Bonds will include a Bond Purchase Agreement
between the City and the Underwriters.
The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6),
Florida Statutes, as amended, certain information in respect to the arrangement contemplated for
the underwriting of the Series 2009 Bonds as follows:
(a) The nature and estimated amount of expenses to be incurred by the Underwriters
and paid by the Underwriters in connection with the purchase and offering of the Series 2009
Bonds are set forth on Schedule I attached hereto.
(b) No person has entered into an understanding with the Underwriters, or to the
knowledge of the Underwriters, with the City for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary
between the City and the Underwriters for the purpose of influencing any transaction in the
purchase of the Series 2009 Bonds.
(c) The amount of underwriting spread, including the management fee, expected to
be realized is as follows:
Series 2009A Bonds:
Dollars Per $1.000 Bond
Dollar Amount
Average Takedown
Underwriters' Expenses
Total Underwriting Spread
B-1
Series 2009B Bonds:
Dollars Per $1.000 Bond
Dollar Amount
Average Takedown
Underwriters' Expenses
Total Underwriting Spread
(d) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Series 2009 Bonds to any person not
regularly employed or retained by the Underwriters (including any "finder," as defined in
Section 218.386(1)(a), Florida Statutes, as amended), except as specifically enumerated as
expenses to be incurred and paid by the Underwriters, as set forth in Schedule I attached hereto.
(e) The name and address ofthe Underwriters are set forth below:
Wachovia Bank, National Association
3637 4th Street North, Suite 330
St. Petersburg, FL 33704
Attention: David Thornton.
We understand that you do not require any further disclosure from the Underwriters,
pursuant to Section 218.385(6)(g), Florida Statutes, as amended.
Very truly yours,
W ACHOVIA BANK, NATIONAL ASSOCIATION
RBC CAPITAL MARKETS CORPORATION
FIFTH THIRD SECURITIES, INC.
MERRILL LL YNCH, PIERCE, FENNER AND SMITH INCORPORATED
By: W ACHOVIA BANK, NATIONAL ASSOCIATION
By:
Name: David R. Thornton
Title: Managing Direcor
B-2
SCHEDULE I
ESTIMATED UNDERWRITERS' EXPENSES
Underwriters' Counsel Fee and Expenses
BMA
Dalnet
Dalnet Charges
DTC
CUSIP
Day Loan
Out of Pocket Expenses
Total Expenses
Dollar Amount
$5,000.00
B-3
EXHIBIT C
OPINION OF BOND COUNSEL
C-I
EXHIBIT D
OPINION OF CITY ATTORNEY
D-l
EXHIBIT E
$
$
CITY OF CLEARWATER, FLORIDA
WATER AND SEWER REVENUE BONDS, SERIES 2009A
WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2009B
CERTIFICATE OF CITY
The City of Clearwater, Florida (the "City"), certifies as follows:
1. The representations, warranties, covenants and agreements of the City contained
in the Bond Purchase Agreement dated May _,2009, among the City, Wachovia Bank, National
Association and the other Underwriters named therein (the "Bond Purchase Agreement"), with
respect to the sale by the City of the above-referenced bonds (the "Series 2009 Bonds"), are true
and correct in all respects on and as of the date of the Closing as if made on the date hereof.
2. The Underwriters have complied with all the agreements and satisfied all the
conditions on their part to be performed or satisfied at or prior to the date hereof pursuant to the
Bond Purchase Agreement.
All capitalized terms used herein which are not otherwise defined shall have the same
meanings as in the Bond Purchase Agreement.
Dated: May _, 2009
CITY OF CLEARWATER, FLORIDA
By:
Name: William B. Home, II
Title: City Manager
E-1
EXHIBIT B
PRELIMINARY OFFICIAL 5T A TEMENT
NEW ISSUE - FULL BOOK-ENTRY
Ratings: Moody's:" "(Insured)
" "(Underlying)
Fitch: " ":" "(Insured)
" "(Underlying)
S&P:" ":" "(Insured)
" "(Underlying)
(See "RATINGS," herein)
In the opinion of Bond Counsel, assuming continuous compliance with various covenants in the Ordinance (herein defined), under existing statutes, regulations and
judicial decisions, the interest on the Series 2009 Bonds will be excluded from gross income for federal income tax purposes to the owners thereof. The Series 2009 Bonds are not an
item of tax preference for purposes of the federal alternative tax imposed on individuals or corporations, and interest on the Series 2009A Bonds will not be taken into account to
determine adjusted current earnings of corporations; however, interest on the Series 2009B Bonds may be subject to the alternative minimum tax when any Series 2009B Bond is
held by a corporation. See "Tax Exemption" herein.
$[Bond Amount]*
CITY OF CLEARWATER, FLORIDA
Water and Sewer Revenue Bonds, Series 2009A
Water and Sewer Revenue Refunding Bonds, Series 2009B
Dated: Date of Delivery
Due: December 1, as shown below
The Water and Sewer Revenue Bonds, Series 2009A (the "Series 2009A Bonds") and the Water and Sewer Revenue Refunding Bonds, Series 2009B (the "Series 2009B
Bonds") (collectively, the "Series 2009 Bonds") ofthe City of Clearwater, Florida (the "City") are being issued in fully registered form and, when initially issued, will be registered
to Cede & Co., as nominee of The Depository Trust Company, New York, New York. U.s. Bank, National Association, Orlando, Florida, is acting as the Paying Agent and Bond
Registrar for the Series 2009 Bonds. The Series 2009 Bonds will be purchased in book-entry form only, in the denomination of$5,000 or any integral multiple thereof. There will
be no physical delivery of bond certificates to individual Bondholders. Interest on the Series 2009 Bonds will be payable semi-annually beginning on December 1, 2009 and on each
June 1 and December 1 thereafter. Principal of and premium, if any, on the Series 2009 Bonds will be payable at maturity or upon redemption prior to maturity.
The Series 2009 Bonds are subject to optional redemption and mandatory redemption prior to maturity as described herein.
The Series 2009A Bonds are being issued for the purpose of paying the costs of the design, acquisition, construction or reconstruction of capital improvements to the
City's water and sewer system (the "System") undertaken by the City from time to time, a portion of which are designated by the City to be paid from the proceeds of the Series
2009 Bonds (the "Series 2009 Project"), paying a portion of the cost of issuing the Series 2009 Bonds and funding a portion ofthe debt service reserve fund. The Series 2009B
Bonds are being issued for the purpose of currently refunding and redeeming all of the Outstanding principal amount of the City's Outstanding Water and Sewer Refunding
Revenue Bonds, Series 1998, paying a portion of the cost of issuing the Series 2009 Bonds and funding a portion of the debt service reserve fund. The Series 2009 Bonds and the
interest thereon are payable solely from the Net Revenues derived from the operation of the System, as further described herein. The lien of the Series 2009 Bonds on the Net
Revenues is on a parity with the holders of the City's Outstanding Water and Sewer Revenue Bonds, Series 2002, the City's Outstanding Water and Sewer Revenue Refunding
Bonds, Series 2003 and the City's Outstanding Water and Sewer Revenue Bonds, Series 2006 (the "Parity Bonds"), as further described herein. The timely payment of the
principal of, and interest on, the Series 2009 Bonds will be guaranteed by a policy of municipal bond insurance issued by
[Insurer Logo]
(see "Municipal Bond Insurance" herein).
AMOUNTS, INTEREST RATES, MATURITIES, YIELDS AND CUSIPS
(See Inside Cover Page)
The Series 2009 Bonds are offered when, as and if issued and accepted by the Underwriters subject to the approval of legality by
Bryant Miller Olive P.A., Tallahassee, Florida, Bond Counsel. Certain other legal matters will be passed upon for the City by Pamela K
Akin, Esquire, City Attorney, and by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Counsel to the City. Raymond James &
Associates, Inc., St. Petersburg, Florida is serving as Financial Advisor to the City. It is expected that the Series 2009 Bonds, in definitive
book-entry form, will be available for delivery through DTC in New York, New York on or about 2009.
Wachovia Bank, National Association
RBC Capital Markets Corporation Fifth Third Securities, Inc.
Merrill Lynch & Co.
,2009
· Preliminary, subject to change.
SERIES 2009A BONDS PRINCIPAL AMOUNTS, INTEREST RATES, MATURITIES, YIELDS AND CUSIPS
$
Serial Bonds
Maturing
December 1
ofthe Year
Principal
Amount
~
Yield
CUSIP
Maturing
December 1
of the Year
Principal
Ammmi
~
Yield
~
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
$
$
% Series 2009A Term Bonds, Due December 1, 20 Price:
% Series 2009A Term Bonds, Due December 1, 20 Price:
CUSIP:
CUSIP:
SERIES 2009B BONDS PRINCIPAL AMOUNTS, INTEREST RATES, MATURITIES, YIELDS AND CUSIPS
$
Serial Bonds
Maturing Maturing
December 1 Principal December 1 Principal
ofthe Year Amount 1&Yn.lm Yield ~ ofthe Year Amount 1&Yn.lm Yield ~
2019 2024
2020 2025
2021 2026
2022 2027
2023 2028
$ % Series 2009B Term Bonds, Due December 1, 20 Price: CUSIP:
$ % Series 2009B Term Bonds, Due December 1, 20 Price: CUSIP:
CITY OF CLEARWATER, FLORIDA
ELECTED OFFICIALS
MAYOR
Frank Hibbard
CITY COUNCIL
George N. Cretekos (Vice-Mayor)
John Doran
Carlen A. Petersen
Paul F. Gibson
APPOINTED OFFICIALS
William B. Horne, II, City Manager
Pamela K. Akin, Esq., City Attorney
Margaret L. Simmons, CPA, Finance Director
BOND COUNSEL
Bryant Miller Olive P.A.
Tallahassee, Florida
FINANCIAL ADVISOR
Raymond James & Associates, Inc.
St. Petersburg, Florida
UNDERWRITERS
Wachovia Bank, National Association
RBC Capital Markets Corporation
Fifth Third Securities, Inc.
Merrill Lynch, Pierce Fenner & Smith Incorporated
REGISTRAR AND PAYING AGENT
u.S. Bank, National Association
Orlando, Florida
No dealer, broker, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this Official
Statement, in connection with the offering of the Series 2009 Bonds described herein, and if
given or made, such information or representations must not be relied upon as having been
authorized by the City or the Underwriters. This Official Statement does not constitute an
offer to sell the Series 2009 Bonds or a solicitation of an offer to buy nor shall there be any
sale of the Series 2009 Bonds by any person in any jurisdiction in which it is unlawful for
such person to make such offer, solicitation or sale. The information set forth herein has
been furnished by the City and by other sources which are believed to be reliable, but it is
not guaranteed as to accuracy or completeness, and is not to be construed as a
representation or contract, by the Underwriters. The information and expressions of
opinion herein are subject to change without notice and neither the delivery of the Official
Statement nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the City since the date hereof.
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SERIES 2009 BONDS OFFERED HEREBY AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The Series 2009 Bonds have not been registered with the Securities and
Exchange City Council under the Securities Act of 1933, as amended, nor has the
Ordinance been qualified under the Trust Indenture Act of 1939, as amended, in
reliance upon exemptions contained in such acts. The registration or
qualification of the Series 2009 Bonds in accordance with applicable provisions
of the securities laws of the States, if any, in which the Series 2009 Bonds have
been registered or qualified and the exemption from registration or qualification
in certain other states cannot be regarded as a recommendation thereof. Neither
these States nor any of their agencies have passed upon the merits of the Series
2009 Bonds or the accuracy or completeness of this Official Statement. Any
representation to the contrary may be a criminal offense.
TABLE OF CONTENTS
Page
INTRODUCTORY STATEMENT ....................................... ....................... .................. ................ 1
THE SERIES 2009 PROJECT...... ............. ... ..... ...... ...................... .......... .......... .......... .............. ..... 3
REFUNDING OF THE SERIES 1998 BONDS ............................................................................. 3
DESCRIPTION OF THE SERIES 2009 BONDS .......................................................................... 4
General............................................................................................................................ .......... 4
Redemption of Series 2009 Bonds............................................................................................ 4
Book-Entry Only System ............................. ............ ................ ..... ................ ............................ 6
SECURITY FOR THE SERIES 2009 BONDS............................................................................ 10
Series 2009 Bonds Not a Debt of the City.............................................................................. 12
Parity Bonds............................................................................................................................ 12
MUNI CIP AL BOND INSURANCE................ ............. ............................... ...... .................... 12
DEBT SERVICE REQUIREMENTS ........................ ..... .................. ........................... ................. 14
DEBT SERVICE REQUIREMENTS ................... ..... ....... ............... ................ ................. ............ 14
SOURCES AND USES OF FUNDS....................... ............ .............................. ...... ..................... 15
THE WATER AND SEWER SySTEM....................................................................................... 16
Water System .................................... ............ ...... ................... .... ............... .............................. 16
Sewer System.......................................................................................................................... 18
Future Water and Sewer Capital Improvements ..................................................................... 20
RATES, FEES AND CHARGES ......................... ........................................................................ 20
Establishment of Rates, Fees and Charges; Rate Study.......................................................... 20
FINANCIAL STATEMENTS ......................... ............. ................................................................ 21
INVESTMENT POLICY OF THE CITy.................................................................................... 21
LITI GA TI ON................................................................................................................................ 22
RATINGS...................... ........................................................................................................ ....... 22
TAX MATTERS........................................................................................................................... 23
Federal Income Tax Matters ...................................................................................................23
LEGAL 0 PINIONS...... ................................................................................................................ 24
ENFORCEABILITY OF REMEDIES ........... ......... .......................... ........................................... 25
FINAN CIAL AD VISO R .............................................................................................................. 25
UNO ER WRITING....................................................................................................................... 25
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS............................... 26
ADVISORS AND CONSULTANTS ................. ..................................... ..................................... 26
CONTINUING DISCLOSURE ...................... .... ....................................... ................................... 27
CERTIFICATE CONCERNING OFFICIAL STATEMENT ...................................................... 27
MISCELLANEOUS ......................................... .......... .... ...... .................... ................. ................... 27
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Appendix H
Appendices
General Information Regarding the City
Excerpts from the City's Comprehensive Annual Financial Report for the Fiscal Year Ended
September 30, 2008
Form of Ordinance 6915-01 and Resolution 09- 12
Form of Continuing Disclosure Certificate
Form of Bond Counsel Opinion
Rate Study
Schedule of Rates, Fees and Charges
Specimen Municipal Bond Insurance Policy
11
OFFICIAL STATEMENT
$ [Bond Amount]*
CITY OF CLEARWATER, FLORIDA
Water and Sewer Revenue Bonds, Series 2009A
Water and Sewer Revenue Refunding Bonds, Series 2009B
INTRODUCTORY STATEMENT
The purpose ofthis Official Statement, which includes the cover page, the Summary
Statement and the Appendices, is to provide information concerning the City of Clearwater,
Florida (the "City") and the City's [Series A Amount] Water and Sewer Revenue Bonds,
Series 2009A (the "Series 2009A Bonds") and the City's [Series B Amount] Water and
Sewer Revenue Refunding Bonds, Series 2009B (the "Series 2009B Bonds") (collectively,
the "Series 2009 Bonds").
The Series 2009A Bonds are being issued for the purpose of paying the costs of the
design, acquisition, construction or reconstruction of capital improvements to the City's
water and sewer system (the "System") to be undertaken by the City from time to time, a
portion of which are designated by the City to be paid from the proceeds of the Series 2009
Bonds (the "Series 2009 Project"), paying a portion of the cost of issuing the Series 2009
Bonds and funding a portion of the debt service reserve fund. The Series 2009B Bonds are
being issued for the purpose of currently refunding and redeeming all of the Outstanding
principal amount of the City's Outstanding Water and Sewer Refunding Revenue Bonds,
Series 1998 (the "Refunded Bonds"), paying the cost of issuing the Series 2009 Bonds and
funding a debt service reserve fund. The lien of the Series 2009 Bonds on the Net
Revenues is on a parity with the holders of the City's Outstanding Water and Sewer
Revenue Bonds, Series 2002, the City's Outstanding Water and Sewer Revenue Refunding
Bonds, Series 2003, and the City's Outstanding Water and Sewer Revenue Bonds, Series
2006 (collectively, the "Parity Bonds"), as further described herein.
The Series 2009 Bonds will be issued pursuant to the authority of and in full
compliance with (a) the charter of the City, (b) the Constitution and the laws ofthe State of
Florida, particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions
of law, and (c) Ordinance No. 3674-84 enacted by the Issuer on August 2, 1984, as amended
and supplemented in Ordinance 6915-01, enacted November 15, 2001 (collectively, the
"Ordinance") and as further supplemented by Resolution 09-12, adopted by the City on
April 15, 2009 (the "Series 2009 Resolution").
Neither the Series 2009 Bonds nor the interest thereon constitute a general
obligation or indebtedness of the City within the meaning of any constitutional, statutory
or charter provision or limitation. No owner or owners of any Series 2009 Bonds shall ever
have the right to compel the exercise of the ad valorem taxing power of the City, or any
other taxing power in any form on any real or personal property of the City, to pay the
Series 2009 Bonds or the interest thereon. The City shall not be obligated to pay the Series
2009 Bonds or any interest thereon except from the Net Revenues, in the manner provided
in the Ordinance.
A Reserve Account has been established for the benefit of the Series 2009 Bonds and
the outstanding Parity Bonds (as herein defined). Upon issuance of the Series 2009 Bonds,
the Reserve Account will be funded in an amount equal to the Reserve Account
Requirement for Series 2009 Bonds and the Outstanding Parity Bonds.
The City covenants in the Ordinance to fix, establish and maintain such rates, and
collect such fees, rentals and other charges for the services and facilities of the System (as
herein defined) and revise the same from time to time whenever necessary as will always
provide Gross Revenues in each Fiscal Year sufficient to pay (i) the Cost of Operation and
Maintenance of the System in such Fiscal Year, (ii) 115% of the Bond Service Requirement
for such Fiscal Year on the Outstanding Series 2009 Bonds and on all Outstanding
Additional Bonds and Parity Bonds, plus (iii) 100% of all reserve and other payments
required to be made pursuant to the Ordinance.
The City may issue Additional Bonds, payable on a parity from the Net Revenues
with the Series 2009 Bonds and the Parity Bonds, for the purpose of refunding a part of the
Outstanding Bonds, or financing the cost of extensions, additions and improvements to the
System and for the acquisition and construction of, and extensions and improvements to,
sewer and/or water systems which are to be consolidated with the System and operated as
a single combined utility, provided that, among other requirements, certain earnings tests
relating historical Net Revenues to the Maximum Bond Service Requirement of all Bonds
outstanding after the issuance of such Additional Bonds can be met. Such historical Net
Revenues may be adjusted by the Consulting Engineer as provided in the Ordinance.
Definitions of certain words and terms having initial capitals used herein and in the
Ordinance are contained in the "Conformed Copy of the Ordinance and Amendatory
Ordinance" in Appendix C hereto.
The references, excerpts and summaries of all documents referred to herein do not
purport to be complete statements of the provisions of such documents, and reference is
directed to all such documents for full and complete statements of all matters of fact
relating to the Series 2009 Bonds, the security for the payment of the Series 2009 Bonds,
and the rights and obligations of holders thereof. The information contained in this Official
Statement involving matters of opinion or of estimates, whether or not so expressly stated,
are set forth as such and not as representations offact, and no representation is made that
any of the estimates will be realized. Neither this Official Statement nor any statement
which may have been made verbally or in writing is to be construed as a contract with the
holders of the Series 2009 Bonds.
2
THE SERIES 2009 PROJECT
A portion of the proceeds of the Series 2009A Bonds will be applied to the payment
of approximately $60 million of capital improvements to the System. Approximately $49
million of this amount will be expended on renewals and replacements to the System,
including relocation of certain lines. In addition, approximately $5 million will be
expended to expand the System's reverse osmosis plant #1 and an additional approximately
$5.4 million will be expended to construct a second reverse osmosis plant. The expansion
and construction of the reverse osmosis plants are anticipated to be placed in service in
[201J and will produce approximately [ ] gallons per day of water.
REFUNDING OF THE SERIES 1998 BONDS
A portion of the proceeds of the Series 2009B Bonds will be deposited into an escrow
account (the "Escrow Account") established with [Escrow Agent], [Escrow Agent Location],
as escrow agent (the "Escrow Agent") and invested in cash and/or direct obligations of the
United States in order to provide sufficient funds on [ ], to pay and redeem $[
] of the Series 1998 Bonds (the "Refunded Bonds"), at the redemption price of [ ]% of
the principal amount thereof, together with accrued and unpaid interest thereon.
Upon issuance of the Series 2009B Bonds and based upon the deposit into the
Escrow Fund of the cash and/or direct obligations into the Escrow Fund as described above
and the verification of the mathematical accuracy of the sufficiency thereof to pay and
redeem the Refunded Bonds as described above by a firm of independent certified public
accountants, Bond Counsel will deliver and opinion to the effect that the Refunded Bonds
will no longer be outstanding for purposes ofthe resolution under which they were issued
and the pledge of and lien on the Net Revenues created by or pursuant to the Resolution
with respect to such Refunded Bonds will cease, terminate and be discharged.
3
DESCRIPTION OF THE SERIES 2009 BONDS
General
The Series 2009 Bonds will be dated the date of their initial issuance and delivery.
The Series 2009 Bonds will bear interest at the rates and mature on December 1 in the
amounts and at the times set forth on the cover page of this Official Statement. The Series
2009 Bonds are to be issued as fully registered bonds in denominations of $5,000 or integral
multiples thereof. Interest on the Series 2009 Bonds will be payable on December 1, 2009
and semiannually thereafter on June 1 and December 1 of each year, by check or draft
mailed to the registered owners, at their addresses as they appear on the registration books
ofthe City maintained by the Bond Registrar, as ofthe 15th day (whether or not a business
day) of the month preceding the interest payment date (the "Record Date"). Owners of
$1,000,000 or more in aggregate principal amount of Series 2009 Bonds may receive
interest by wire transfer, at the Owner's expense, to a bank account designated in writing
by the Owner not later than the Record Date. Principal of, and premium if any, are
payable at maturity, or upon redemption prior to maturity, upon presentation and
surrender thereof at the corporate trust office of the Paying Agent. U.S. Bank, National
Association, Orlando, Florida, is acting as Paying Agent and Bond Registrar for the Series
2009 Bonds.
The Series 2009 Bonds will be initially issued in the form of a single fully registered
Bond for each maturity of the Series 2009 Bonds. Upon initial issuance, the ownership of
each such Series 2009 Bonds will be registered in the registration books kept by the Bond
Registrar, in the name of Cede & Co., as nominee of The Depository Trust Company, New
York, New York ("DTC"). While held in book~ntry form, all payments of principal,
interest and premium, if any, on the Series 2009 Bonds will be made to DTC or
the DTC Nominee as the sole registered owner of the Series 2009 Bonds and
payments to Beneficial Owners will be the responsibility of DTC and the DTC
Participants as described below. See "Book-Entry Only System."
Redemption of Series 2009 Bonds
Series 2009A Bonds Mandatory Sinking Fund Redemption
The Series 2009A Bonds maturing on December 1, [ ] will be subject to mandatory
redemption prior to maturity, selected by lot, or in such manner as the Registrar may deem
appropriate, at a redemption price equal to par plus accrued interest to the redemption
date, on December 1, [ ], and each December 1 thereafter, from amounts deposited in the
Redemption Account in the Bond Service Fund established by the Ordinance, in the
following years and amounts as follows:
4
Year
Amount
* Maturity
The Series 2009A Bonds maturing on December 1, [ ] will be subject to mandatory
redemption prior to maturity, selected by lot, or in such manner as the Registrar may deem
appropriate, at a redemption price equal to par plus accrued interest to the redemption
date, on December 1, [ ], and each December 1 thereafter, from amounts deposited in the
Redemption Account in the Bond Service Fund established by the Ordinance, in the
following years and amounts as follows:
Year
Amount
* Maturity
Series 2009B Bonds Mandatory Sinking Fund Redemption
The Series 2009B Bonds maturing on December 1, [ ] will be subject to mandatory
redemption prior to maturity, selected by lot, or in such manner as the Registrar may deem
appropriate, at a redemption price equal to par plus accrued interest to the redemption
date, on December 1, [ ], and each December 1 thereafter, from amounts deposited in the
Redemption Account in the Bond Service Fund established by the Ordinance, in the
following years and amounts as follows:
Year
Amount
* Maturity
The Series 2009B Bonds maturing on December 1, [ ] will be subject to mandatory
redemption prior to maturity, selected by lot, or in such manner as the Registrar may deem
appropriate, at a redemption price equal to par plus accrued interest to the redemption
date, on December 1, [ ], and each December 1 thereafter, from amounts deposited in the
Redemption Account in the Bond Service Fund established by the Ordinance, in the
following years and amounts as follows:
5
Year
Amount
* Maturity
Series 2009A Bonds Optional Redemption Provisions
The Series 2009A Bonds maturing on December 1, [ ] and thereafter will be
subject to optional redemption prior to their respective maturity dates beginning on
December 1, [ ] at 100% of the par value thereof.
Series 2009B Bonds Optional Redemption Provisions
The Series 2009B Bonds maturing on December 1, [ ] and thereafter will be
subject to optional redemption prior to their respective maturity dates beginning on
December 1, [ ] at 100% ofthe par value thereof.
Book-Entry Only System
The Series 2009 Bonds will be available in book-entry form only, in denominations of
$5,000 or any integral multiple thereof. Purchasers of the Series 2009 Bonds will not
receive certificates representing their interests in the Series 2009 Bonds purchased. The
Underwriter is to confirm original issuance purchases with statements containing certain
terms of the Series 2009 Bonds purchased.
The following information regarding The Depository Trust Company, New York,
New York ("DTC") and the book-entry only system of registration has been obtained by the
City from DTC. No representation is made by the City as to its accuracy or correctness.
The Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for the Series 2009 Bonds. The Series 2009 Bonds will be issued as fully-
registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by an authorized representative ofDTC. One fully-
registered Series 2009 Bond will be issued for each maturity of the Series 2009 Bonds, as
set forth on the inside cover page hereof, and will be deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member ofthe Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17 A ofthe Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.s.
equity issues, corporate and municipal debt issues, and money market instruments from
over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC
also facilities the post-trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book-entry
6
transfers and pledges between Direct Participants' accounts. This eliminates the need for
physical movement of securities certificates. Direct Participants include both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation,
Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging
Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of
DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange
LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules
applicable to its Participants area on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com.
So long as the book-entry only system is in effect, beneficial interests in the Series
2009 Bonds will be available in book-entry form only, in the principal amount of $5,000 or
any integral multiple thereof. Purchasers of beneficial interests in the Series 2009 Bonds
will not receive certificates representing their beneficial interests in the Series 2009 Bonds
purchased. Each Underwriter is to confirm original issuance purchases of beneficial
interests with statements containing certain terms ofthe Series 2009 Bonds in which such
beneficial interests are purchased.
Purchases of Series 2009 Bonds under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Series 2009 Bonds on DTC's records.
The ownership interest of each actual purchaser of each Series 2009 Bonds ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details
of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Series 2009 Bonds are to be accomplished by entries
made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership
interests in Series 2009 Bonds, except in the event that use of the book-entry system for
the Series 2009 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2009 Bonds deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee, Cede &
Co., or such other name as may be requested by an authorized representative ofDTC. The
deposit of Series 2009 Bonds with DTC and their registration in the name of Cede & Co. or
such other DTC nominee do not effect any change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners ofthe Series 2009 Bonds; DTC's records reflect
7
only the identity of the Direct Participants to whose accounts such Series 2009 Bonds are
credited, which mayor may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to time.
The Paying Agent will make payments of principal of, premium, if any, and interest
on the Series 2009 Bonds to DTC or such other nominee, as may be requested by an
authorized representative or DTC, as registered owner of the Series 2009 Bonds. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds and
corresponding detail information from the City and the Paying Agent, on payable date in
accordance with their respective holdings shown on DTC's records. Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant and not of
DTC nor its nominee, the Paying Agent subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of redemption proceeds, distributions, and
dividend payments to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the City or the Paying Agent,
disbursement of such payments to Direct Participants will be the responsibility of DTC,
and disbursement of such payments to the Beneficial Owners will be the responsibility of
Direct and Indirect Participants.
The City and the Paying Agent will send redemption notices to DTC. Ifless than all
of the Series 2009 Bonds within an issue are being redeemed, DTC's practice is to
determine by lot the amount of interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Series 2009 Bonds unless authorized by a Direct Participant in accordance with
DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City
as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts Series 2009
Bonds are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
THE CITY AND THE PAYING AGENT WILL HAVE NO RESPONSIBILITY OR
OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE
PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO
THE SERIES 2009 BONDS FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO.
OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2009 BONDS OR THE
8
PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL, OR INTEREST, OR ANY
PREMIUM ON THE SERIES 2009 BONDS, TO DTC PARTICIPANTS OR BENEFICIAL
OWNERS, OR THE SELECTION OF SERIES 2009 BONDS FOR REDEMPTION.
The City and the Paying Agent cannot give any assurances that DTC, DTC
Participants or others will distribute payments of principal of, premium, if any, and
interest on the Series 2009 Bonds paid to DTC or its nominee, or any redemption or other
notices, to the Beneficial Owners, or that they will do so on a timely basis or that DTC will
serve or act in a manner described in this Official Statement.
For every transfer and exchange of beneficial interests in the Series 2009 Bonds, the
Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other
government charge that may be imposed in relation thereto.
DTC may determine to discontinue providing its services with respect to the Series
2009 Bonds at any time by giving notice to the City and the Paying Agent and discharging
its responsibilities with respect thereto under applicable law. Under such circumstances,
in the event that a successor depository is not obtained, Series 2009 Bonds are required to
be printed and delivered. In addition, the City may determine to discontinue the use of
book-entry transfers through DTC (or any successor securities depository). Under such
circumstances, certificated Series 2009 Bonds are required to be delivered as described
below.
In the event that the book-entry only system is discontinued, the following
provisions will govern the transfer and exchange of Series 2009 Bonds. The Series 2009
Bonds will be exchanged for an equal aggregate principal amount of corresponding bonds in
other authorized denominations and of the same series and maturity, upon surrender
thereof at the principal corporate trust office of the Bond Registrar. The transfer of any
Series 2009 Bonds will be registered on the books maintained by the Bond Registrar for
such purpose only upon the surrender thereof to the Bond Registrar with a duly executed
written instrument of transfer in form and with guaranty of signatures satisfactory to the
Bond Registrar, containing written instructions as to the details oftransfer of such Series
2009 Bonds, along with the social security number or federal employer identification
number of such transferee. The City and the Bond Registrar may charge the registered
owners a sum sufficient to reimburse them for any expenses incurred in making any
exchange or transfer after the first such exchange or transfer following the delivery of the
Series 2009 Bonds. The Bond Registrar or the City may also require payment from the
registered owners or their transferees, as the case may be, of a sum sufficient to cover any
tax, fee or other governmental charge that may be imposed in relation thereto. Such
charges and expenses shall be paid before any such new Series 2009 Bonds shall be
delivered. Neither the City nor the Bond Registrar shall be required to register the transfer
or exchange of any Series 2009 Bonds during the period commencing on the fifteenth day
(whether or not a business day) of the month next preceding an interest payment date and
ending on such interest payment date or, in the case of any proposed redemption of a Series
9
2009 Bonds, after such Series 2009 Bonds or any portion thereof has been selected for
redemption.
SECURITY FOR THE SERIES 2009 BONDS
Net Revenues. The principal of and premium, if any, and interest on the Series
2009 Bonds are payable solely from and secured by an irrevocable first lien upon and
pledge of the Net Revenues (as hereinafter defined) derived and collected by the City from
the operation ofthe water and sewer system ofthe City (the "System"), on a parity with the
Parity Bonds. "Net Revenues" are defined by the Ordinance to include all income or
earnings, including any income from the investment of funds, derived by the City from the
operation of the System after deduction of current expenses, either paid or accrued, for the
operation, maintenance and repair of the System, but not including reserves for renewals
and replacements, for extraordinary repairs or any allowance for depreciation.
The Series 2009 Bonds do not constitute a general indebtedness of the City within
the meaning of any constitutional, statutory or charter provision or limitation. The
principal of and interest on the Series 2009 Bonds and all required reserve and other
payments shall be made solely from the Net Revenues. The City shall never be required to
levy ad valorem taxes on any property therein to pay the principal of and interest on the
Series 2009 Bonds or to make any of the required debt service, reserve or other payments,
and any failure to pay the Series 2009 Bonds shall not give rise to a lien upon any property
of or in the City, except the Net Revenues.
Rate Covenant. In the Ordinance, the City has covenanted to fix, establish and
maintain such rates and collect such fees, rentals and other charges for the services and
facilities ofthe System and revise the same from time to time whenever necessary, as will
always provide Gross Revenues in each Fiscal Year sufficient to pay the Cost of Operation
and Maintenance ofthe System in such Fiscal Year, one hundred fifteen per centum (115%)
of the Bond Service Requirement becoming due in such Fiscal Year on the Outstanding
Parity Bonds, on the outstanding Bonds and on all outstanding Additional Bonds, plus one
hundred per centum (100%) of all reserve and other payments required to be made
pursuant to this Ordinance and the Original Ordinance. Such rates, fees, rentals and other
charges shall not be reduced so as to be insufficient to provide Gross Revenues for such
purposes.
Reserve Account. The Ordinance creates a Reserve Account in a sum equal to and
sufficient to pay the Maximum Bond Service Requirement on all outstanding Bonds
becoming due in any ensuing Fiscal Year. The Reserve Account will be fully funded after
the issuance of the Series 2009 Bonds. No further payments will be required to be made
into such Reserve Account as long as there shall remain on deposit therein a sum equal to
the Maximum Bond Service Requirement on all outstanding Bonds becoming due in any
ensuing Fiscal Year.
10
Moneys in the Reserve Account shall be used only for the purpose of payment of
maturing principal of or interest on the Bonds when the moneys in the Sinking Fund are
insufficient therefor. Interest earnings on funds held in the Reserve Account will be
transferred to the Revenue Fund. In lieu of or in substitution for all or any part of the
required deposits to the Reserve Account, the City may provide for the deposit of a surety
bond or insurance policy from a reputable insurer in accordance with the provisions of the
Ordinance.
Any withdrawals from the Reserve Account will be subsequently restored from the
first moneys available in the Revenue Fund after all required current payments into the
Sinking Fund and into the Reserve Account, including all deficiencies for prior payments,
have been made in full.
Additional Bonds. Additional Bonds, payable on a parity from the Net Revenues
with the Series 2009 Bonds and the Parity Bonds, may be issued for the purposes of
refunding a part ofthe outstanding Bonds or financing the cost of extensions, additions and
improvements to the System and for the acquisition and construction of, and extensions,
additions and improvements to, sewer and/or water systems which are to be consolidated
with the System and operated as a single combined utility. Additional Bonds, other than
for refunding purposes, will be issued only upon compliance with all of the conditions set
forth in the Ordinance, including the following:
(1) There shall have been obtained and filed with the Clerk a certificate of the
Finance Director stating: (a) that the books and records of the City relative to the System
have been audited by qualified and recognized firm of independent certified public
accountants; (b) based on such audited financial statement, that the amount of the
adjusted Net Revenues derived for the Fiscal Year preceding the date of issuance of the
proposed Additional Bonds or for any twelve (12) consecutive months during the eighteen
(18) months immediately preceding the date of issuance of the Additional Bonds with
respect to which such certificate is made, adjusted as herein below provided; and (c) based
on such audited financial statement, that the aggregate amount of such Net Revenues, as
adjusted, for the period for which such Net Revenues are being certified is equal to not less
than 120% of the Maximum Bond Service Requirement becoming due in any Fiscal Year
thereafter on (i) all Parity Bonds and the Bonds issued under the Ordinance, if any, then
Outstanding, and (ii) on the Additional Bonds with respect to which such certificate is
made.
(2) Upon recommendation of the Consulting Engineers, the Net Revenues
certified pursuant to (b) in the previous paragraph may be adjusted by including: (a) 100%
ofthe additional Net Revenues which in the opinion of the Consulting Engineer would have
been derived by the City from rate increases adopted before the Additional Bonds are
issued, if such rate increases had been implemented before the commencement of the
period for which such Net Revenues are being certified, and (b) 100% ofthe additional Net
Revenues estimated by the Consulting Engineer to be derived during the first full twelve
month period after the facilities of the System are extended, enlarged, improved or added
11
to with the proceeds ofthe Additional Bonds with respect to which such certificate is made.
The adjustments described in (b) of this paragraph may only be made if the Net Revenues
as adjusted under (a) of the prior paragraph for the period for which such Net Revenues are
being certified equals at least 1.00 times the Maximum Bond Service Requirement
becoming due in any Fiscal Year thereafter on (i) all Bonds then outstanding; and (ii) on
the Additional Bonds with respect to which such certificate is made.
See Appendix C, "Conformed Copy of the Ordinance and Amendatory Ordinance."
See also "Parity Bonds" below under this principal caption.
Series 2009 Bonds Not a Debt of the City
The Series 2009 Bonds shall not constitute a general obligation or
indebtedness of the City within the meaning of any constitutional, statutory or
charter provision or limitation, and no Bondholder shall ever have the right to
compel the exercise of the ad valorem taxing power of the City or taxation in any
form of real or personal property therein for the payment of the principal of and
interest on the Series 2009 Bonds or to compel the City to pay such principal and
interest from any other funds of the City except the Net Revenues. The Series
2009 Bonds shall not constitute a lien upon any property of or in the City, but
shall constitute a lien only on the Net Revenues all in the manner provided in the
Ordinance.
Parity Bonds
At the time of pricing of the Series 2009 Bonds, there will be Outstanding under the
Ordinance, $58,035,000 Maturity Value of the City's Water and Sewer Revenue Bonds,
Series 1998 (the "Series 1998 Bonds"), $52,360,000 of the City's Water and Sewer Revenue
Bonds, Series 2002 (the "Series 2002 Bonds"), $2,210,000 of the City's Water and Sewer
Revenue Refunding Bonds, Series 2003 (the "Series 2003 Bonds") and $26,430,000 of the
City's Water and Sewer Revenue Refunding Bonds, Series 2006 (the "Series 2006 Bonds").
The Series 1998 Bonds will be refunded from a portion of the proceeds of the Series 2009B
Bonds. The Series 2002 Bonds, the Series 2003 Bonds and Series 2006 Bonds rank on a
parity with the Series 2009 Bonds as to the lien and pledge of the Net Revenues and
hereinafter referred to collectively as the "Parity Bonds"). It is anticipated that the City
will continue to issue Parity Bonds from time to time to finance additions, expansions and
improvements to the System.
MUNICIPAL BOND INSURANCE
[TO COME]
12
13
Fiscal
Year
Ending
30-Sep
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Totals
Parity Bonds
$ 1,875,422.51
5,169,938.77
5,121,202.52
5,109,327.52
5,109,935.02
5,117,045.02
5,124,202.52
5,175,868.77
5,181,595.02
5,181,092.52
5,140,351.89
6,259,848.76
6,261,387.51
6,267,807.51
6,268,853.76
6,269,818.76
6,270,831.26
6,271,368.76
6,276,681.26
6,276,281.26
6,279,668.76
6,286,118.76
6,285,143.76
6,289,675.01
6.288915.63
$141,158,382.84
DEBT SERVICE REQUIREMENTS
Series 2009 Bonds
PrinciDal Interest
14
Total
Aggregate
Total
SOURCES AND USES OF FUNDS
Series 2009A Bonds
SOURCES
Principal Amount of Series 2009A Bonds
Original Issue Discount
$ [2009A Bond Amount]*.OO
Total Sources
USES
Deposit to Construction Fund $
Deposit to Reserve Fund
Costs of Issuance including Underwriter's
Discount
Total Uses $
Series 2009B Bonds
SOURCES
Principal Amount of Series 2009B Bonds
Original Issue Discount
$[2009B Bond Amount]*.OO
Total Sources
USES
Deposit to Escrow Fund for the Series
1998 Bonds
Deposit to Reserve Fund
Costs of Issuance including Underwriter's
Discount
Total Uses $
15
THE WATER AND SEWER SYSTEM
Water System
Water supply for the area served by the System is currently derived from existing
City wellfields and by the purchase of water from Pinellas County. The City has a bulk
water purchase agreement with Pinellas County that supplies up to 80 percent of the
service area's water needs on an as needed basis. The City currently has eighteen (18)
production wells scattered throughout the service area, each equipped with automatic
control systems. The City water system and the Pinellas County water system are
interconnected at seven (7) locations.
Under the City's contract with Pinellas County, Pinellas County agrees to supply the
City with sufficient water for the designated service area, based on a formula set forth
therein, and the City agrees to purchase a minimum of 1,460,000,000 gallons of water from
Pinellas County within each calendar year. The current contract rate is approximately
$2.52 per thousand gallons. The rate is set by the Board of County Commissioners and is
based on a prorated share of revenue cost requirements of the Pinellas County water
system including production and transmission costs required for the supply of water to the
Pinellas County water users. Pinellas County obtains approximately 70 million gallons per
day or 100% of its water supply from Tampa Bay Water, a Regional Water Supply
Authority ("Tampa Bay Water") (the successor to West Coast Regional Water Supply
Authority). It is entitled under contract to obtain 100% of its water needs per day from
Tampa Bay Water. The City currently acquires approximately 10.5 to 11.0 million gallons
per day from Pinellas County.
The City's water distribution system consists of approximately 588 miles of water
mains ranging up to 20 inches in diameter. The distribution system contains numerous
interconnections between piping, making larger size mains unnecessary for existing flow
conditions. City water storage within the distribution system consists of a series of ground-
level water storage pumping systems and elevated tank water storage. The City currently
has four 5-million gallon ground-level water storage reservoirs and two I-million gallon
elevated water storage tanks. The City's elevated storage tanks are all steel vessels
designed to ride on the distribution system. They provide immediate response to pressure
and flow demands in the local areas.
Raw water within the City of Clearwater has historically been of adequate quality to
meet minimum regulatory requirements and has received treatment only in the form of
disinfection via chlorination with a limited amount of aeration for sulfide control.
Additional treatment has been added in the form of corrosion control (polyphosphate). This
type of treatment to date has been compatible with the quality of bulk water purchased
from the County. Continual use of the City's wells has led to increasing mineralization of
the City supply, but there has been no danger to public health.
16
The following chart shows the average daily water flow on an annualized basis
over the past five years:
Source and Volume of Water Pumped
(in million gallons per day, averaged over the Fiscal Year)
FY City Wells County Total
2003 3.927 8.916 12.843
2004 3.601 9.544 13.145
2005 3.550 10.630 14.180
2006 4.093 9.999 14.092
2007 3.570 9.090 12.660
2008 3.075 8.844 11.919
The table below illustrates the growth in number of customers over the past five
years.
Historical Growth in Number of Water Customers
(all figures are as of September of the year indicated)
Year
Water Customers
2003
2004
2005
2006
2007
2008
40,227
40,235
40,178
40,467
40,407
40,131
17
The ten largest water customers and their 2008 water use including water revenues
received are shown in the table below:
Ten Largest Water Customers
Fiscal Year Ending September 30, 2008
Revenues
Produced
% of Total
Revenues
Name of User
1. Church of Scientology FSO Inc.
2. Morton Plant Hospital
3. Pinellas County Schools
4. City of Clearwater
5. Clearwater Housing Authority
6. IMT-LB Central FL Portfolio LLC
7 . United Dominion Realty Trust
8. Sandpearl Resort LLC
9. Brenntag Mid-South Inc
10. Bre/Clearwater Owner LLC
Total
$ 440,437
295,652
241,499
199,237
194,069
171,475
140,883
132,489
128,539
116.200
$2,060,480
1.87
1.26
1.03
.85
.83
.73
.60
.56
.55
.49
8.77
Source: City of Clearwater
Sewer System
The City's sanitary sewage collection system is composed of slightly more than 321
miles of connector mains, utilizing 79 lift stations. Three treatment plants with a combined
design capacity of 28.5 mgd (million gallons per day) are on line and operational. These
three plants are the Marshall Street Facility, the Northeast Facility and the East Facility.
The wastewater pollution control plants, Marshall Street, constructed in the 1950's,
East, constructed in the 1960's and Northeast, constructed in the 1970's, have been
expanded several times to their current design capacities of ten million, five million and
thirteen and one-half million gallons per day respectively. All three plants utilize
Advanced Wastewater Treatment processes. Their current systems include nitrogen and
phosphorous removal, anaerobic digestion, sludge thickening and provide highly treated
reclaimed water for private, commercial and municipal use. The Marshall Street and
Northeast plants also provide for sludge dewatering.
The Northeast Biosolids Management Facility was constructed in 1994. It is
designed to process thirty-three dry tons per day of sludge that meets EPA and Florida
Department of Environmental Protection sludge criteria.
18
The following chart shows the average daily sewage flow on an annualized basis
over the past five years:
Average Sewage Flow
Fiscal Year
2003
2004
2005
2006
2007
2008
Annual Avg. Daily Flow
In MGD
16.2
15.0
14.7
13.8
13.6
14.0
The following table illustrates the growth in number of customers over the past five
years.
Historical Growth in Number of Sewer Customers*
Year
Sewer
Customers
2004
2005
2006
2007
2008
33,234
33,305
33,279
33,255
33,146
* All figures are as of September 30 of the year indicated.
The ten largest sewer customers and their 2008 water use including sewer revenues
received are shown in the table below:
19
Ten Largest Sewer Customers
Fiscal Year Ending September 30,2008
Revenues
Produced
% of Total
Revenues
Name of User
I. Church of Scientology
2. Morton Plant Hospital
3. Pinellas County Schools
4. Clearwater Housing Authority
5. IMT-LB Central FL Portfolio LLC
6. United Dominion Realty Trust
7. Bre/Clearwater Owner LLC
8. Sandpearl Resort LLC
9. City of Clearwater
10. Sheraton Sand Key
Total
$ 426,900
334,970
312,724
184,424
181,327
181,098
150,203
132,456
129,190
124.891
$2,158,183
1.70
1.33
1.25
.73
.72
.72
.60
.53
.51
.50
8.59
Source: City of Clearwater
Future Water and Sewer Capital Improvements
The Rate Study forecasts a capital improvement program for the System over the
ten year period from 2008 through 2018 in the amount of approximately $351. 9 million. Of
this amount, it is anticipated that the City will incur long-term revenue bond financing for
approximately $60 million from the proceeds of the Series 2009A Bonds and an additional
$75.88 million from the issuance offuture series of revenue bonds. The balance of the costs
of the capital improvement program are expected to be paid from impact fees, grant
funding, renewal and replacement and from unexpended amounts on deposit in the
Revenue Fund after payment of debt service on Bonds.
RATES, FEES AND CHARGES
Establishment of Rates, Fees and Charges; Rate Study
The City establishes by Ordinance rates, fees and charges for use of the System,
which are adopted in response to periodic rate studies conducted by Burton and Associates,
the City's utility rate consultant. The most recent Revenue Sufficiency Analysis, dated
June 23, 2008 (the "Rate Study") forms the basis for establishing future rates fees and
charges for System services based upon a planning period ofFY 2008 through FY 2018. The
result of the Rate Study suggests a 7% increase per year in FY 2009, FY 2010, and FY 2011
20
followed by 6% annual rate adjustments in FY 2012 and each year thereafter. See,
Appendix F - Rate Study." The City enacted Ordinance7913-08 on June 19, 2008
establishing rates, fees and charges for FY 2009 through FY 2012 in conformance with the
recommendations ofthe Rate Study. The Rate Study is included herein as Appendix F and
a schedule of rates, fees and charges is attached hereto as Appendix G.
Debt Service Coverage By Historical Net Revenues
Fiscal Years Ended September 30
2004 2005 2006 2007 2008
Net Revenues Available
for Debt Service (1) $12,986,878 $14,135,278 $14,651,000 $15,706,000 $15,689,000
Annual Debt Service 9,538,513 9,891,581 9,731,000 10,703,000 10,897,000
Coverage 1.36 1.43 1.51 1.47 1.44
(1) Revenues used in calculation include interest earnings and exclude extraordinary gain and contributed revenues.
Expenses used exclude depreciation (and similar non-cash expenses), amortization of bond discount and issue costs, bond
interest, sinking fund and reserve requirements and extraordinary loss.
Source: City of Clearwater.
FINANCIAL STATEMENTS
The combined financial statements and Water and Sewer enterprise fund financial
statements of the City at September 30, 2008 and for the Fiscal Year then ended, appended
hereto as Appendix B, have been excerpted from the financial statements contained in the
City's Comprehensive Annual Financial Reports for the Fiscal Year ending September 30,
2008.
INVESTMENT POLICY OF THE CITY
Pursuant to the requirements of Section 218.45, Florida Statutes, the City adopted a
written investment policy, which applies to all funds held by or for the benefit of the City
Council (except for proceeds of bond issues which are deposited in escrow and debt service
funds and governed by their bond documents) and funds of Constitutional Officers and
other component units of the City.
The objectives of the investment policy, listed in order in order of importance, are:
1. Safety of principal
2. Provision of sufficient liquidity
21
3. Optimization of return within the constraints of safety and liquidity
The investment policy limits the securities eligible for inclusion in the City's
portfolio. The City will attempt to maintain a weighted average maturity of its
investments at or below three years; however, the average maturity of investments may
not exceed four years.
To enhance safety, the investment policy requires the diversification ofthe portfolio
to reduce the risk of loss resulting from over-concentration of assets in a specific class of
security. The investment policy also requires the preparation of periodic reports for the
City Council of all outstanding securities by class or type, book value, income earned and
market value as of the report date.
Notwithstanding the foregoing, moneys held in the funds and accounts established
under the Ordinance may be invested only in Authorized Investments, as described in the
Ordinance.
LITIGATION
In the opinion ofthe City Attorney, no legal proceedings are pending or threatened
that materially affect the City's ability to perform its obligations to the holders ofthe Series
2009 Bonds or that materially affect the Pledged Revenues.
In the opinion of the City Attorney, there is no litigation or controversy of any
nature now pending or, to the City's knowledge, threatened to restrain or enjoin the
issuance, sale, execution or delivery of the Series 2009 Bonds or in any way contesting the
validity of the Series 2009 Bonds or any proceedings of the City taken with respect to the
authorization, sale or issuance of the Series 2009 Bonds or the pledge or application of any
moneys provided for the payment of the Series 2009 Bonds.
RATINGS
Moody's Investors Service ("Moody's), Fitch Ratings ("Fitch") and Standard & Poor's,
a division of The McGraw-Hill Companies ("S&P") have assigned ratings of" "," "and" "
respectively, to the Series 2009 Bonds, based upon the issuance by [Insurer] of its policy of
municipal bond insurance concurrently with the issuance of the Series 2009 Bonds.
Moody's Investors Service ("Moody's), Fitch Ratings ("Fitch") and Standard & Poor's, a
division of The McGraw-Hill Companies ("S&P") have assigned ratings of" "," "and" "
respectively, to the Series 2009 Bonds, without regard to the policy of municipal bond
insurance. Such ratings reflect only the views of such organizations and any desired
explanation of the significance of such ratings should be obtained from the respective
rating agency. Generally, a rating agency bases its rating on the information and
22
materials furnished to it and on investigations, studies and assumptions of its own. There
is no assurance such ratings will continue for any given period oftime or that such ratings
will not be revised downward or withdrawn entirely by the rating agencies, if in the
judgment of such rating agencies, circumstances so warrant. Any such downward revision
or withdrawal of such ratings may have an adverse effect on the market price of the Series
2009 Bonds.
TAX MATTERS
Federal Income Tax Matters
The Internal Revenue Code of 1986, as amended (the "Code") establishes certain
requirements which must be met subsequent to the issuance and delivery of the Series
2009 Bonds in order that interest on the Series 2009 Bonds will be and remain excluded
from gross income for purposes of federal income taxation. Non-compliance may cause
interest on the Series 2009 Bonds to be included in federal gross income retroactive to the
date of issuance of the Series 2009 Bonds, regardless of the date on which such non-
compliance occurs or is ascertained. These requirements include, but are not limited to,
provisions which prescribe yield and other limits within which the proceeds of the Series
2009 Bonds and the other amounts are to be invested and require that certain investment
earnings on the foregoing must be rebated on a periodic basis to the Treasury Department
of the United States. The City has covenanted in the Resolution to comply with such
requirements in order to maintain the exclusion from federal gross income of the interest
on the Series 2009 Bonds.
In the opinion of Bond Counsel, assuming compliance with the aforementioned
covenants, under existing statutes, regulations and judicial decisions, interest on the Series
2009 Bonds is excluded from gross income for purposes of federal income taxation, interest
on the Series 2009 Bonds is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations, and interest on the
Series 2009A Bonds will not be taken into account to determine adjusted current earnings
of corporations; however, interest on the Series 2009B Bonds may be subject to the
alternative minimum tax when any 2009B Bond is held by a corporation. The alternative
minimum taxable income of a corporation must be increased by 75% of the excess of such
corporation's adjusted current earnings over its alternative minimum taxable income
(before this adjustment and the alternative tax net operating loss deduction). "Adjusted
current earnings" will include interest on the Series 2009B Bonds.
Except as described above, Bond Counsel expresses no opinion regarding other
federal tax consequences resulting from ownership of, receipt or accrual of interest on, or
disposition of the Series 2009 Bonds. Prospective purchasers of the Series 2009 Bonds
should be aware that (i) Section 265 of the Code denies a deduction for interest on
indebtedness incurred or continued to purchase or carry the Series 2009 Bonds; (ii) with
23
respect to insurance companies subject to the tax imposed by Section 831 of the Code,
Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15% ofthe sum of certain
items, including interest on the Series 2009 Bonds; (iii) interest on the Series 2009 Bonds
earned by certain foreign corporations doing business in the United States could be subject
to a branch profits tax imposed by Section 884 ofthe Code; (iv) passive investments income,
including interest on the Series 2009 Bonds, may be subject to federal income taxation
under Section 1375 of the Code for Subchapter S corporations that have Subchapter C
earnings and profits at the close of the taxable year if greater than 25% of the gross
receipts of such Subchapter S corporations is passive investment income; and (v) Section 86
ofthe Code requires recipients of certain Social Security and certain Railroad Retirement
benefits to take into account, in determining the taxability of such benefits, receipts or
accruals of interest on the Series 2009 Bonds. Other provisions ofthe Code may give rise to
adverse federal income tax consequences to particular Bondholders. Holders of the Series
2009 Bonds should consult their own tax advisors with respect to the tax consequences to
them of owning the Series 2009 Bonds.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2009
BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE
ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND
CORPORATE REGISTERED OWNERS. PROSPECTIVE REGISTERED OWNERS
SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT
REGARD.
During recent years legislative proposals have been introduced in Congress, and in
some cases enacted, that altered certain federal tax consequences resulting from the
ownership of obligations that are similar to the Series 2009 Bonds. In some cases these
proposals have contained provisions that altered these consequences on a retroactive basis.
Such alterations of federal tax consequences may have affected the market value of
obligations similar to the Series 2009 Bonds. From time to time, legislative proposals are
pending which could have an effect on both the federal tax consequences resulting from
ownership of the Series 2009 Bonds and their market value. No assurance can be given
that additional legislative proposals will not be introduced or enacted that would or might
apply to, or have an adverse effect upon, the Series 2009 Bonds.
LEGAL OPINIONS
Legal matters incident to the authorization, issuance and sale of the Series 2009
Bonds are subject to the approval of Bryant Miller Olive P.A, Tallahassee, Florida, Bond
Counsel, whose approving opinion will be printed on the Series 2009 Bonds and will be in
substantially the form set forth in APPENDIX E. Certain other legal matters will be passed
upon for the City by Pamela K. Akin, Esquire, City Attorney and by Nabors, Giblin &
Nickerson, P.A, Tampa, Florida, Disclosure Counsel to the City.
24
ENFORCEABILITY OF REMEDIES
The remedies available to the Holders of the Series 2009 Bonds upon an Event of
Default under the Ordinance are in many respects dependent upon judicial actions which
are often subject to discretion and delay. Under existing constitutional and statutory law
and judicial decisions, the remedies specified by the Ordinance may not be readily available
or may be limited. The various legal opinions to be delivered concurrently with the
delivery of the Series 2009 Bonds will be qualified, as to the enforceability of the various
legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or
other similar laws affecting the rights of creditors enacted before or after such delivery.
The remedies granted to the Bondholders under the Ordinance do not include the power to
accelerate the principal of the Series 2009 Bonds.
FINANCIAL ADVISOR
Raymond James & Associates, Inc. has served as independent financial advisor to
the City with respect to the issuance and sale of the Series 2009 Bonds. The Financial
Advisor assisted in the preparation of this Official Statement and in other matters relating
to the planning, structuring and issuance of the Series 2009 Bonds. Raymond James &
Associates, Inc. will not engage in any underwriting activities with regard to the issuance
and sale of the Series 2009 Bonds. Raymond James & Associates, Inc. is not obligated to
undertake and has not undertaken to make an independent verification or to assume
responsibility for the accuracy, completeness or fairness of the information contained in
this Official Statement and is not obligated to review or ensure compliance with the
undertaking by the City to provide continuing secondary market disclosure. Raymond
James & Associates, Inc. may assist the City in bidding certain investments on behalf of
the City, which may result in additional fees being paid to Raymond James & Associates,
Inc.
UNDERWRITING
The Series 2009 Bonds are being purchased by Wachovia Bank, National
Association, on behalf of itself and as representative of the co-managers, RBC Capital
Markets Corporation, Fifth Third Securities, Inc. and Merrill Lynch, Pierce Fenner &
Smith Incorporated, (collectively, the "Underwriters"), from the City at an aggregate
purchase price of $ (par less underwriter's discount of $ , plus accrued interest
on the Series 2009 Bonds). The Underwriters are obligated to purchase all the Series 2009
Bonds if any are purchased. Following the initial public offering, the public offering prices
may be changed from time to time by the Underwriters.
25
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Section 517.051, Florida Statutes, as amended, and the regulations promulgated
thereunder (the "Disclosure Act") require that the City make a full and fair disclosure of
any bonds or other debt obligations that it has issued or guaranteed and that are or have
been in default as to principal or interest at any time after December 31, 1975 (including
bonds or other debt obligations for which it has served only as a conduit issuer such as
industrial development or private activity bonds issued on behalf of private businesses).
The City is not and has not since December 31, 1975 been in default as to principal and
interest on its bonds or other debt obligations (see, however, disclosure which is being made
in the next paragraph related to conduit indebtedness).
The City hereby makes the following disclosure regarding a default on an issue of
industrial development bonds not related to any direct indebtedness of the City, as it is
aware of a prior default in 1990 with respect to an issue of industrial revenue bonds for
which the City served only as a conduit issuer. The City was not liable to pay the principal
of or interest on such bonds except from payments made to it by the private company on
whose behalf such bonds were issued and no funds ofthe City were used to pay such bonds
or the interest thereon. Although the City is not aware of any other defaults with respect to
bonds or other debt obligations as to which it has served only as a conduit issuer, it has not
undertaken an independent review or investigation of such bonds or other debt obligations.
ADVISORS AND CONSULTANTS
The City has retained advisors and consultants in connection with the issuance of
the Series 2009 Bonds. These advisors and consultants are compensated from a portion of
the proceeds of the Series 2009 Bonds, identified as "Costs oflssuance" under the heading
"ESTIMATED SOURCES AND USES OF FUNDS" herein; and such compensation, is, in
some instances, contingent upon the issuance of the Bonds and the receipt of the proceeds
thereof.
Financial Advisor. The City has retained Raymond James & Associates, Inc., St.
Petersburg, Florida, as Financial Advisor. The fees of the Financial Advisor will be paid
from proceeds ofthe Series 2009 Bonds and such payment is contingent upon the issuance
of the Series 2009 Bonds.
Bond Counsel. Bryant Miller Olive P.A., Tallahassee, Florida represents the City
as Bond Counsel. The fees of Bond Counsel will be paid from proceeds of the Bonds, and
such payment is contingent upon the issuance of the Bonds.
Disclosure Counsel. Nabors, Giblin & Nickerson, P.A., Tampa, Florida represents
the City as Disclosure Counsel. The fees of Disclosure Counsel will be paid from proceeds
of the Series 2009 Bonds, and such payment is contingent upon the issuance of the Series
2009 Bonds.
26
CONTINUING DISCLOSURE
The City has covenanted for the benefit of the holders and beneficial owners of the
Series 2009 Bonds to provide certain financial information and operating data relating to
the City by not later than June 30 in each year commencing June 30, 2010 (the "Annual
Report"), and to provide notices of the occurrence of certain enumerated events, if deemed
by the City to be material. The Annual Report will be filed by the City with each
Nationally Recognized Municipal Securities Information Repository ("NRMSIR"), and with
the State of Florida Repository, if and when created. The notices of material events will be
filed by the City with the NRMSIR and with the State of Florida Repository, if and when
created. The form of Continuing Disclosure Certificate containing the specific nature ofthe
information to be contained in the Annual Report or the notices of material events appears
in "APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE." These
covenants have been made in order to assist the Underwriter in complying with S.E.C.
Rule 15c2-12(b)(5). The City has never failed to comply in all material respects with any
previous undertakings with regard to said Rule to provide annual reports or notices of
material events.
CERTIFICATE CONCERNING OFFICIAL STATEMENT
Concurrently with the delivery of the Series 2009 Bonds, the City will furnish its
certificate, executed by the Mayor or Vice-Mayor ofthe City, to the effect that, to the best of
his or her knowledge, this Official Statement, as of its date and as of the date of delivery of
the Series 2009 Bonds, does not contain any untrue statements of material fact and does
not omit to state a material fact ,which should be included herein for the purpose for which
this Official Statement is to be used, or which is necessary to make the statements
contained herein, in the light of the circumstances under which they were made, not
misleading.
MISCELLANEOUS
The references, excerpts and summaries of all documents, resolutions and/or
ordinances referred to herein do not purport to be complete statements ofthe provisions of
such documents, resolutions and/or ordinances and reference is directed to all such
documents, resolutions and/or ordinances for full and complete statements of all matters of
fact relating to the Series 2009 Bonds, the security for and the repayment of the Series
2009 Bonds and the rights and obligations of the Holders thereof. Copies of such
documents, resolutions and ordinances may be obtained from the City Clerk's Office.
So far as any statements made in this Official Statement involve matters of opinion
or of estimates, whether or not expressly stated, they are set forth as such and not as
representations of fact. No representation is made that any of such statements will be
27
realized. Neither this Official Statement nor any statement which may have been orally or
in writing is to be construed as a contract with the Holders of the Series 2009 Bonds.
The execution and delivery of this Official Statement by the Mayor of the City has
been duly authorized by the City Commission.
CITY OF CLEARWATER, FLORIDA
Frank Hibbard, Mayor
William B. Horne, II, City Manager
28
APPENDIX A
GENERAL INFORMATION REGARDING THE CITY
DRAFT #1: 03/ /09
APPENDIX A.I
GENERAL INFORMATION
RELATING TO THE CITY OF CLEARWATER, FLORIDA
Location
The City of Clearwater (the "City"), the county seat of Pinellas County (the fifth
most populous county in Florida), is geographically located in the middle of the west
coast of Florida on the Gulf of Mexico. It is situated approximately 20 miles west of
Tampa and 20 miles north of St. Petersburg. Standing on the highest coastal elevation of
the State, the City limits comprise approximately 25.5 square miles of land and 8.6
square miles of waterways and lakes.
Clearwater Beach, a corporate part of the City, is a beach community connected to
the mainland by Memorial Causeway, a four-lane, toll-free drive stretching almost two
miles across the Intracoastal Waterway. Business on Clearwater Beach is mainly tourist
oriented, with hotels, motels and gift shops. Many fine homes, apartments and
condominiums offer pleasant, semi-tropical island accommodations to permanent
residents and winter and summer visitors.
History
The area now known as Clearwater was first explored in 1528 by Panfile de
Narvaez, a Spanish explorer who encountered a large tribe of Indians, which his army
drove out. The Indians recaptured their territory and held it until the Seminole Wars of
1835-42. The Indians who inhabited this area are said to have called it "Pocotopaug,"
meaning "clear water," for the many springs of clear, fresh water that bubbled along the
shore and even below the waterline at low tide.
Settlers began moving into the area around the time of the Seminole Wars. After
the wars ended, the territory was opened by the Federal government for homesteading
under the Armed Occupation Act. The first land title was granted in 1842. The early
settlement, named "Clear Water Harbor," was incorporated in 1897. "Clear Water" later
became one word and "Harbor" was dropped in 1906 when Pinellas County was created
by an act of the State Legislature. In May 1911, Clearwater became the County Seat and
Clearwater was chartered as a municipality on May 27, 1915.
Government and Administration
Clearwater has a council-city manager form of government. Four council members
and a mayor are elected at large to serve overlapping three-year terms. They appoint the
city manager and the city attorney. All other administrative and professional positions are
appointed by the city manager in accordance with the City's Civil Service System.
The City has approximately 1,894 employees, covered by the City's Civil Service
law relating to recruitment, promotion, evaluation and discipline based on merit
principles. Four employee unions represent the City's civil labor force: two units of the
Fraternal Order of Police; two of the International Association of Fire Fighters; and one
from the Communications Workers of America.
Transportation
Pinellas County and Clearwater are served by three major causeways and bridges
over Tampa Bay, by U.S. 19 and 1-275 to the north and south, by 1-4 and U.S. 60 to the
east. State Roads 590 and 686 also afford access to the City.
Tampa International Airport, located approximately seventeen miles from
downtown Clearwater, provides air travel access with approximately 260 national and
international flights daily. Limousine and taxi service to and from the airport is available
from Clearwater and throughout Pinellas County. St. Petersburg/Clearwater International
Airport, approximately ten miles from downtown Clearwater, offers regularly scheduled
passenger service and charter and special group flights, on a more limited basis to both
domestic and foreign destinations, particularly to Canada, Mexico, and Central and South
America. The Executive Airpark, which is slightly over a mile from the downtown
business section, provides service and maintenance for private plane owners. The airport
has one 3,000 foot hard-surface runway and facilities for visiting and locally based
planes.
The Port of Tampa (22 miles to the east) is the closest deep water port. The port is
serviced by a variety of steamship agents and operators. The United States Coast Guard
maintains an air station at the St. Petersburg/Clearwater International Airport, and a
search and sea rescue cutter station on Clearwater Harbor opposite Sand Key.
Gulf Coast Motor Lines provides service daily between Clearwater, St. Petersburg
and Tampa and makes connections with Greyhound and Trailways Bus Lines in Tampa.
Scenic tours are available via Gray Line out of Clearwater and St. Petersburg, and both
Gray Line and Gulf Coast have buses for charter. Pinellas Suncoast Transit System
maintains 54 routes in 19 municipalities in Pinellas County.
Utilities, Public Service and Community Facilities
The City owns and operates its own water and wastewater collection systems.
Water is obtained from 17 deep wells owned and operated by the City (approximately 20-
25%) and from wholesale purchases from the Pinellas County Water System
(approximately 75-80%). Total daily average is approximately 29 million gallons per
day. The wastewater collection program provides for the transmission of wastewater
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through the City's underground sewer mains, collectors and interceptor lines and for the
maintenance, repair and replacement of 363 miles of sanitary sewer lines. The
Department of Public Works maintains 305.1 miles of paved streets, 10.4 miles of
unpaved streets, 147 miles of storm water mains, 567 miles of water mains and 753 miles
of gas mains.
Electric power is provided by Progress Energy and telephone service is provided
by Verizon of Florida, Inc. Bright House Networks and Knology provide cable television
service under franchises with the City. Local editions of the daily St. Petersburg Times
and The Tampa Tribune, plus weekly newspapers from adjacent Dunedin, Largo,
Seminole and Clearwater Beach are widely distributed.
The Clearwater Public Library System consists of a main library and four branches
which are spread evenly throughout the community for easy access. The City offers 42
acres of public beach front, 1,134 acres of parks, 32 playgrounds, numerous athletic
courts and fields, seven swimming pools, an 8,500 seat baseball and softball stadium,
three golf courses, seven recreational \3enters, 32 special recreation facilities, 7.4 miles of
recreational paths, boat ramps and a 209 slip yacht basin and marina. The Philadelphia
Phillies conduct spring training at the municipal baseball stadium and have a long-term
contract for farm club training on Clearwater's specially constructed facilities during the
Winter Instructional League Program. Clearwater is the home of the Clearwater
Bombers, a national amateur fast pitch softball team.
Tourism
The State of Florida reported 82.5 million tourists came to Florida during the year
2008, a decrease of 2.3% from 2007. The first six months of the year actually showed a
2.9% increase. It was during the second six months that the global economic crisis caused
consumers to change vacation patterns and companies to cancel meetings and
conventions. More than 3,859,000 residents took a pleasure trip in the fourth quarter of
2008 and in-state trips increased by 22.9% in 2008 overall. Preliminary data collected at
14 of Florida's major airports shows a 7.3% decrease in total enplanements to Florida for
the fourth quarter and a decrease of 2.1 % for 2008. During the fourth quarter of 2008,
overseas travel to Florida decreased by 8.0%, however overseas visitation for the 2008
calendar year increased 1.1 %. Canadian travel to Florida during the fourth quarter shows
a 5.7% decline, yet Canadian travel to Florida increased by 14.0% overall in 2008.
According to information provided by the St. Petersburg/Clearwater Area Convention
and Visitor's Bureau, there are over 13.5 million visitors to the Pinellas County area
annually. Tourism is the region's number one employer with Pinellas County residents
earning a combined annual payroll of$2.9 billion annually. The total impact of tourism to
Pinellas County is over $6.9 billion annually. Pinellas County is ranked seventh of the top
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ten destinations in Florida. Clearwater's Fun 'N Sun Festival each sprmg attracts
thousands of visitors.
Education
The Pinellas County School District is the seventh largest in the State and operates
a total of 180 schools comprising elementary through high school, vocational schools
(including Area Vocational Centers), alternative schools, Charter Schools and
Department of Juvenile Justice Schools within the County. The Pinellas County School
District is the 23rd largest in the nation and the seventh largest in the State with 19,000
part-time and full-time employees. During the 2005-2006 school year enrollment reached
109,087 with students attending 82 elementary (K-5), 24 middle schools (6-8), 17 high
schools (9-12), along with five exceptional schools and four centers, four secondary
schools (6-12), 27 alternative education centers and six charter schools. The district also
operates one adult learning center, one secondary vocational center, two technical
education centers, two evening adult high schools and three community schools with a
2005-2006 enrollment of 46,091. Private schools and academies are also located within
or near the City limits. In addition, St. Petersburg College has a Clearwater campus.
Eckerd College in St. Petersburg, Beacon College in Largo, Stetson University College of
Law in Gulfport, the University of South Florida and the University of Tampa in Tampa
offer nearby college and post-graduate education.
Industry, Commerce and Labor
Light, clean industry is encouraged in Clearwater. In 1957, the City of Clearwater
developed a 100 acre industrial park adjacent to the Clearwater Airpark (Executive
Airport) and to the CSX Transportation Company. There is also a privately owned, 35
acre industrial park. Large industries located near Clearwater include Honeywell, General
Electric, UNISYS, Concept and Hercules Defense Electronics Systems, Inc. During the
1999 fiscal year IMRglobal Corp. (nIMRn) occupied its new world headquarters in
downtown Clearwater.
Pension Plan
The Employees' Pension Plan and the Fireman's Pension Plan are self-
administered by the City. City contributions for fiscal year ending 2006 were $7,400,205
to the Employees' Plan and $1,397,390 to the Fireman's Plan, and were in accordance
with actuarially determined funding requirements.
In addition, supplemental pensions exist for certified Police Officers and
Firefighters, funded solely from excise taxes on certain insurance premiums covering
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property in Clearwater, collected by the State and remitted to the City. Both plans require
benefits to be adjusted to equal funds assets provided by the defined contributions.
[Remainder of page intentionally left blank]
Demographic Information
Last Ten Fiscal Years
(b) (c) (d) (e)
(a) Per Capita Median School Unemployment
Year Population Personal Income Age Enrollment Rate (%)
1999 104,454 $27,305 43.9 14,551 3.0
2000 108,787 28,813 44.2 15,978 2.7
2001 109,23 1 29,649 43.0 16,293 2.7
2002 109,719 31,784 43.0 17,047 3.9
2003 110,055 32,590 43.9 16,295 4.9
2004 110,325 33,361 44.0 16,323 4.4
2005 11 0,831 33,631 44.2 15,964 3.7
2006 110,602 35,607 44.2 15,696 3.2
2007 110,496 38,530 44.5 15,500 3.8
2008 110,251 41,448 44.5 15,482 5.5
(a) Source is the University of Florida, Bureau of Economic and Business Research, April 1, 2008 estimate for current year and
Florida Statistical Abstract for prior years.
(b) Data is from per capital personal income for Pinellas County for two years prior. Source is the University of Florida, Bureau
of Economic and Business Research, Florida Statistical Abstract.
(c) Data is for Pinellas County for prior year. Source is the University of Florida, Bureau of Economic and Business Research,
Florida Statistical Abstract.
(d) Source of data is the Pine lias County School District.
(e) Source for fiscal years 1999 through 2007 is the University of Florida, Bureau of Economic and Business Research, Florida
Statistical Abstract, Annual Averages of the indicated fiscal year. Source for fiscal year 2008 is the US Department of Labor,
Bureau of Labor Statistics, Tampa Metro Area as of September 2008.
Source: City of Clearwater, Florida Comprehensive Annual Financial Report for period ending September 30, 2008.
NOTE: Data is the latest published annual data available for an unspecified point in each year, not specifically September 30.
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Property Values and Construction
Last Ten Fiscal Years
Commercial Construction Residential Construction
Number Number Total Assessed
Fiscal of of Property Value
Year Permits Value Permits Value (a)
1999 1,821 90,770,055 5,624 37,677,855 6,349,561,534
2000 2,666 177,565,812 5,483 30,355,644 6,555,350,175
2001 2,313 164,741,145 5,512 34,182,620 7,108,110,272
2002 2,192 108,881,146 5,440 36,490,317 7,858,986,677
2003 1,820 189,656,956 6,071 54,107,088 8,556,134,526
2004 1,864 202,893,792 6,325 59,345,196 9,461,860,503
2005 1,823 136,505,693 7,423 73,216,187 10,638,613,482
2006 2,182 6,328
2007
2008
(a) Pinellas County Property Appraiser, values listed are for years of collections.
Source: City of Clearwater, Florida Comprehensive Annual Financial Report for period ending September 30, 2008.
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City of Clearwater, Florida
Assessed Value and Estimated Actual Value of Taxable Property
Last Ten Fiscal Years
(in thousands of dollars)
Assessed Value(a)
Less:
Homestead
Assessment Cap
Differential(c) Total Estimated Assessed Value as
Fiscal Non-Exempt Personal Other and Tax Exempt Total Taxable Direct Actual Taxable a Percentage of
Year Property(b) Property Property Property Assessed Value Rate(d) Value Actual Value
1999 $5,664,926 $635,190 $49,446 $1,657,163 $4,692,399 $5.1158 $5,520,469 85.0%
2000 5,939,899 660,193 55,258 1,751,871 4,903,479 5.5032 5,768,799 85.0%
2001 6,395,164 662,240 50,706 1,899,323 5,208,787 5.5032 6,127,985 85.0%
2002 7,106,003 699,503 53,481 2,170,561 5,688,426 5.5032 6,692,266 85.0%
>
I 2003 7,870,224 629,591 57,310 2,451,056 6,105,078 5.7530 7,182,445 85.0%
-....l
2004 8,781,231 616,883 63,746 7,768,595 6,693,265 5.7530 7,874,429 85.0%
2005 9,971,528 604,747 62,339 3,169,887 7,468,727 5.7530 8,786,738 85.0%
2006 11,710,015 605,102 70,665 3,735,551 8,650,231 5.7530 10,176,742 85.0%
2007 14,940,823 637,308 67,478 4,989,364 10,656,245 5.2088 12,536,759 85.0%
2008 15,433,885 640,387 72,913 4,998,430 11,148,755 4.6777 13,116,182 85.0%
Source: City of Clearwater, Florida Comprehensive Annual Financial Report for period ending September 30, 2008.
(a) Properties are assessed at approximately 85% of market value to reflect cost of sales, personal property included in market value, etc.
(b) Includes Residential, Commercial, Industrial Government and Institutional Property.
(c) Florida Statutes, 193.155, provides for an annual cap on assessment increases for "Homestead properties" (Properties qualifYing for Homestead exemption_The cap is the lower of 3% of the
assessed value of the property or the percentage change in the Consumer Price Index for All Urban Consumers.
(d) Rate is per $1,000 of assessed value.
Fisca]
Year
1999
2000
200]
2002
2003
>
I 2004
00
2005
2006
2007
2008
Source:
Note] :
Note 2:
Property Tax Levies and Collections
Last Ten Fiscal Years
Collected within the Fisca]
Year of the Levy Total Collections to Date
Collections in
Taxes Levied for Percentage Subsequent Percentage
the Fiscal Year Amount of Levy Years Amount of Levy
$23,951,878 $23,854,396 99.59% $226,812 $24,081,208 100.54%
26,998,318 26,876,46 ] 99.55 ] 06,800 26,983,261 99.94
28,664,] ]2 28,567,429 99.66 77,716 28,645, ] 45 99.93
31,303,900 31,204,025 99.68 130,632 31,334,657 100.1 0
35,153,114 35,038,555 99.67 91,548 35,]30,103 99.93
38,430,718 38,277,689 99.60 94,574 38,372,263 99.85
43,001,524 42,905,336 99.78 124,999 43,030,335 100.07
49,719,539 49,598,439 99.76 118,601 49,717,040 99.99
55,514,622 55,423,836 99.84 48,222 55,472,058 99.92
52,134,689 51,926,581 99.60 131,471 52,058,052 99.85
City of Clearwater, Florida Comprehensive Annual Financial Report for period ending September 30, 2008.
Discounts are allowed for early payment: 4% for November, 3% for December, 2% for January, and 1% for February. No discount is allowed for
payment in March. Penalties are assessed beginning in April.
The County Tax Collector does not allocate delinquent taxes collected by the original tax year levied. Consequently, all collections of delinquent taxes
are applied to the immediately prior tax year and, as a result, the total collections-to-date percentage of the tax levy-to-date shown above may be greater
than 100% ofthe tax levy for a given year.
Direct and Overlapping Property Tax Rates
Last Ten Fiscal Years
(rate per $1,000 of assessed value)
County Emergency
Fiscal Downtown School Transit Medical
Year City Development(a) Board County District Services Other Total
1999 5.1158 1. 0000 9.11 00 5.5380 0.6501 0.7130 1.6561 23.7830
2000 5.5032 1.0000 8.6660 5.8540 0.6501 0.6470 1.6572 23.9775
2001 5.5032 1.0000 8.4330 6.0040 0.6501 0.7470 1.6562 23.9935
2002 5.5032 1.0000 8.4870 6.1410 0.6501 0.6600 1.6562 24.0975
> 2003 5.7530 1.0000 8.4490 6.1410 0.6319 0.6600 1.6562 24.2911
I
1,,0 2004 5.7530 1. 0000 8.2430 6.1410 0.6319 0.6600 1.6562 24.0851
2005 5.7530 1. 0000 8.1220 6.1410 0.6377 0.6600 1.6557 23.9694
2006 5.7530 1. 0000 8.3900 6.1410 0.6377 0.6600 1.6555 24.2372
2007 5.2088 1.0000 8.2100 5.4700 0.6074 0.6300 1.6378 22.7640
2008 4.6777 0.9651 7.7310 4.8730 0.5601 0.5832 1.5121 (b) 20.9022
(a) A separate taxing district established by referendum which affects only downtown properties.
(b) "Other" includes Pinellas County Planning Council (0.0218); Juvenile Welfare Board (0.8117); SW Florida Water Management District (0.4220); Pinellas
Anclote River Basin (0.4000).
Source: City of Clearwater, Florida, Comprehensive Annual Financial Report for period ending September 30, 2008; Pinellas County Property Appraiser.
City of Clearwater, Florida
Principal Real Property Taxpayers
Current Year and Nine Years Ago
September 30, 2008
2009 1999
Percentage Percentage
of Total of Total
City City
Taxable Taxable Taxable Taxable
Taxpayer Assessed Assessed Assessed Assessed
REAL PROPERTY Value Rank Value Value Rank Value
BeIlweather Prop. LP Ltd $123,725,100 1.16% $81,862,900 1.97%
Clearwater MaIl 45,686,200 2 0.43
Taylor, John S. III 44,793,000 3 0.42 22,596,600 4 0.54
Park Isle Condo Dev. LL 39,850,000 4 0.37
Sand Kay Association Ltd. 38,600,000 5 0.36 19,300,300 5 0.46
Weingarten Nostat Inc. 32,333,000 6 0.30
W R I Countryside Centre 7 0.30
LLC 32,000,000
United Dominion RL TY 8 0.29
Trust 30,775,000
ZOM Bayside Arbors Ltd. 28,488,600 9 0.27 19,215,400 6 0.46
Duff, Andrew R. - Trustee 25,200,000 10 0.24 14,624,100 10 0.35
Excel Realty Trust Inc. 42,230,200 2 1.02
Regency Land Partnership 29,994,200 3 0.72
Walmart Store, Inc. 17,387,700 7 0.42
Branch Sunset Assoc., L TD 16,454,700 8 0.40
HRE Prop. 15,273,200 9 0.37
Total $441,450,900 4.15% $278,939,300 6.72%
Source: City of Clearwater, Florida, Comprehensive Annual Financial Report for period ending September 30,
2008; PineIlas County Property Appraiser.
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City of Clearwater, Florida
Ratio of Net General Bonded Debt to Taxable Assessed Value
and Net Bonded Debt Per Capita
Last Ten Fiscal Years
Net
Ratio of Net General
Taxable Net General Bonded
Assessed General Bonded Debt To Debt
Fiscal Value(a) Bonded Assessed Per
Year Population (000) Debt Value Capita
1999 104,454 $ 4,692,399 nla 0.00
2000 108,787 4,903,479 nla 0.00
2001 109,231 5,208,787 nla 0.00
2002 109,719 5,688,426 nla 0.00
2003 110,055 6,105,078 nla 0.00
2004 110,325 6,693,265 nla 0.00
2005 11 0,831 7,468,727 nla 0.00
2006 110,602 8,650,231 nla 0.00
2007 110,469 10,656,245
2008 11 0,251 11,148,755
(a)Values listed are for year of collections.
Source: City of Clearwater, Florida, Comprehensive Annual Financial Report for period
ending September 30, 2006.
[Remainder of page intentionally left blank]
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City of Clearwater, Florida
Legal Debt Margin Information
Last Ten Fiscal Years
(amounts in thousands)
Total Net Debt
Applicable
Total Net Debt to Limit
Fiscal Debt Applicable Legal as Percentage
Year Limit to Limit Debt Margin of Debt Limit
1999 $ 830,744 $ 116,410 $ 714,334 14.01
2000 870,699 121,644 749,055 13.97
2001 931,415 167,938 763,477 18.03
2002 1,026,014 254,873 771,141 24.84
2003 1,116,032 243,518 872,514 21.82
2004 1,236,804 249,370 987,434 20.16
2005 1,395,730 236,154 1,159,576 16.92
2006 1,631,179 247,706 1,383,473 15.19
2007 2,028,832 230,639 1,798,193 11.37
2008 2,128,847 224,224 1,904,623 10.53
Legal Debt Margin Calculation for Fiscal Year 2006
Assessed valuation of non-exempt real estate
$10,644,255
Debt Limit (20% of assessed valuation per City Charter)
2,128,847
Debt applicable to limit:
Revenue bonds
Capital leases
Less: Amount set aside for repayment of bonded debt
$ 240,725
11,492
(27,993)
Legal debt margin
224,224
$ 1,904,623
Note: Per City Charter, the City's indebtedness, to include revenue, refunding, and improvement
bonds, shall not exceed 20 percent of the current assessed valuation of all real property
located in the City.
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City of Clearwater, Florida
Computation of Direct and Overlapping Debt
September 30, 2008
Net General
Obligation Debt
Governmental Unit Outstanding Percent Amount
City of Clearwater $- N/A $-
Pinellas County School Board $39,327,874 13.77% $5,415,448(a)
(a) Applicable Net Debt Percentage is based on ratio of City to County Taxable values
for 2007 collections ($6,978,650,700 / $50,693,636,100 = 13.77%).
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APPENDIX B
EXCERPTS FROM THE CITY'S COMPREHENSIVE ANNUAL FINANCIAL
REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008
APPENDIX C
FORM OF ORDINANCE 6915-01 AND RESOLUTION 2009-[ ]
APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is
executed and delivered by the City of Clearwater, Florida (the "Issuer") in
connection with the issuance of its [Series A Amount] Water and Sewer Revenue
Bonds, Series 2009A (the "Series 2009A Bonds") and its [Series B Amount]
Water and Sewer Revenue Refunding Bonds, Series 2009B (the "Series 2009B
Bonds") (collectively, the "Series 2009 Bonds"). The Series 2009 Bonds are being
issued pursuant to Ordinance No. 3674-84 enacted by the Issuer on August 2,
1984, as amended and supplemented in Ordinance 6915-01, enacted November
15, 2001 (collectively, the "Ordinance") and as further supplemented by
Resolution 2009-[ ], adopted by the City on [ ], 2009 (the
"Series 2009 Resolution"). The Issuer covenants and agrees as follows:
SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This
Disclosure Certificate is being executed and delivered by the Issuer for the
benefit of the Series 2009 Bondholders and in order to assist the original
underwriters of the Series 2009 Bonds in complying with Rule 15c2-12(b)(5)
promulgated by the Securities and Exchange Commission ("SEC") pursuant to
the Securities Exchange Act of 1934 (the "Rule").
SECTION 2. PROVISION OF ANNUAL INFORMATION. Except
as otherwise provided herein, the Issuer shall provide to all of the nationally
recognized municipal securities information repositories described in Section 4
hereof (the "National Repositories"), and to any state information depository that
is established within the State of Florida (the "SID"), on or before June 30 of
each year, commencing June 30,2010, the information set forth below in this
Section 2. Notwithstanding the immediately preceding sentence, to the extent
any such information does not become available to the Issuer before June 30 of
any year, the Issuer shall provide such information when it becomes available,
but no later than one year following the end of the Issuer's Fiscal Year.
(A) the Issuer's Comprehensive Annual Financial Report for the
immediately preceding Fiscal Year (the "CAFR"), which shall include the audited
financial statements of the Issuer for the immediately preceding Fiscal Year
prepared in accordance with Generally Accepted Accounting Principles, as
modified by applicable State of Florida requirements and the governmental
accounting standards promulgated by the Government Accounting Standards
Board; provided, however, if the audited financial statements of the Issuer are
not completed prior to April 30 of any year, the Issuer shall provide unaudited
financial statements on such date and shall provide the audited financial
statements as soon as practicable following their completion; and
(B) to the extent not set forth in the CAFR, additional financial
information and operating data of the type included with respect to the Issuer in
the final official statement prepared in connection with the sale and issuance of
the Series 2009 Bonds (as amended, the "Official Statement"), as set forth below:
1. Updates of the historical financial information set forth in the
Official Statement under the principal captions "THE WATER AND
SEWER SYSTEM" for the then-immediately preceding five fiscal years
and" APPENDIX G - SCHEDULE OF RATES, FEES AND CHARGES."
2. Description of any additional indebtedness payable in whole or
in part from the Net Revenues (as defined in the Ordinance).
3. Any other financial information or operating data of the type
included in the Official Statement which would be material to a holder or
prospective holders of the Series 2009 Bonds.
For purposes of this Disclosure Certificate, "Fiscal Year" means the period
commencing on October 1 and ending on September 30 of the next succeeding
year, or such other period of time provided by applicable law.
SECTION 3. REPORTING SIGNIFICANT EVENTS. The Issuer
shall provide to the National Repositories or the Municipal Securities
Rulemaking Board (the "MSRB") and to the SID, on a timely basis, notice of any
of the following events, if such event is material with respect to the Series 2009
Bonds or the Issuer's ability to satisfy its payment obligations with respect to the
Series 2009 Bonds:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on the debt service reserve fund reflecting
financial difficulties;
2
(D) Unscheduled draws on credit enhancement reflecting financial
difficulties;
(E)
perform;
(F)
(G)
(H)
(I)
(J)
(K)
Substitution of credit or liquidity providers, or their failure to
Adverse tax opinions or events affecting the tax-exempt status of
the Series 2009 Bonds;
Modifications to rights of Series 2009 Bondholders;
Redemptions;
Defeasances;
Release, substitution, or sale of property securing repayment of the
Series 2009 Bonds;
Rating changes; and
(L) Notice of any failure on the part of the Issuer or any other Obligated
Person (as defined herein) to meet the requirements of Section 2 hereof.
The Issuer may from time to time, in its discretion, choose to provide
notice of the occurrence of certain other events, in addition to those listed in this
Section 3, if, in the judgment of the Issuer, such other events are material with
respect to the Series 2009 Bonds, but the Issuer does not specifically undertake
to commit to provide any such additional notice of the occurrence of any material
event except those events listed above.
Whenever the Issuer obtains knowledge of the occurrence of a significant
event described in this Section 3, the Issuer shall as soon as possible determine
if such event would be material under applicable federal securities law to holders
of Series 2009 Bonds, provided, that any event under clauses (D), (E), (F), (K) or
(L) above will always be deemed to be material.
SECTION 4. National Repositories. Prior to July 1,2009, or such
later date as the Securities and Exchange Commission shall state as the
effective date for the amendments to the Rule pursuant to Release No. 34-59062
3
(Dec. 5, 2008) (the "Effective Date"), the term "National Repositories" to which
the Issuer shall provide the information described in Sections 2 and 3 above, to
the extent required, shall, mean the following organizations, their successors
and assigns:
(A) Bloomberg Municipal Repository
100 Business Park Drive
Skillman, New Jersey 08558
Phone: 609/279-3225
Fax: 609/279-5962
E-Mail: Munis@Bloomberg.com
(B) FT Interactive Data
Attn: NRMSIR
100 William Street, 15th Floor
New York, New York 10038
Phone: 212/771-6999
Fax: 212/771-7390
E-Mail: NRMSIR@interactivedata.com
(C) Standard & Poor's Securities Evaluations, Inc.
55 Water Street, 45th Floor
New York, New York 10041
Phone: 212/438-4595
Fax: 212/438-3975
E-Mail: nrmsir_repository@sandp.com
(D) DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Phone: 201/346-0701
Fax: 201/947-0107
E-Mail: NRMSIR@dpcdata.com
(E) A list of the names and addresses of all designated National
Repositories and SIDs as of any date may currently be obtained by calling the
SEC's Fax on Demand Service at 202/942-8088 and requesting document
number 0206 or by visiting the SEC's web site at
www.sec.g-ov/info/municioal/nrmsir.htm.
4
Subsequent to the Effective Date, the term "National Repositories" shall
mean the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934
SECTION 5. NO EVENT OF DEFAULT. Notwithstanding any
other provision in the Ordinance to the contrary, failure of the Issuer to comply
with the provisions of this Disclosure Certificate shall not be considered an event
of default under the Ordinance; provided, however, any Series 2009 Bondholder
may take such actions as may be necessary and appropriate, including pursuing
an action for mandamus or specific performance, as applicable, by court order, to
cause the Issuer to comply with its obligations hereunder. For purposes of this
Disclosure Certificate, "Series 2009 Bondholder" shall mean any person who (A)
has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, any Series 2009 Bonds (including persons holding Series
2009 Bonds through nominees, depositories or other intermediaries), or (B) is
treated as the owner of any Series 2009 Bond for federal income tax purposes.
SECTION 6. INCORPORATION BY REFERENCE. Any or all of
the information required herein to be disclosed may be incorporated by reference
from other documents, including official statements or debt issues of the Issuer
of related public entities, which have been submitted to each of the National
Repositories and the SID, if any, or the SEC. If the document incorporated by
reference is a final official statement, it must be available from the MSRB. The
Issuer shall clearly identify each document incorporated by reference.
SECTION 7. DISSEMINATION AGENTS. The Issuer may, from
time to time, appoint or engage a dissemination agent to assist it in carrying out
its obligations under this Disclosure Certificate, and may discharge any such
agent, with or without appointing a successor disseminating agent.
SECTION 8. TERMINATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon (A) the legal defeasance, prior
redemption or payment in full of all of the Series 2009 Bonds, or (B) the
termination of the continuing disclosure requirements of the Rule by legislative,
judicial or administrative action.
5
SECTION 9. AMENDMENTS. Notwithstanding any other
provision of this Disclosure Certificate, the Issuer may amend this Disclosure
Certificate, and any provision may be waived, if such amendment or waiver is
supported by an opinion of counsel that is nationally recognized in the area of
federal securities laws, to the effect that such amendment or waiver would not,
in and of itself, cause the undertakings herein to violate the Rule if such
amendment or waiver had been effective on the date hereof but taking into
account any subsequent change in or official interpretation of the Rule.
SECTION 10. ADDITIONAL INFORMATION. Nothing in this
Disclosure Certificate shall be deemed to prevent the Issuer from disseminating
any other information, using the means of dissemination set forth in this
Disclosure Certificate or any other means of communication, or including any
other information in its annual information described in Section 2 hereof or
notice of occurrence of a significant event described in Section 3 hereof, in
addition to that which is required by this Disclosure Certificate. If the Issuer
chooses to include any information in its annual information or notice of
occurrence of a significant event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this
Disclosure Certificate to update such information or include it in its future
annual information or notice of occurrence of a significant event.
SECTION 11. OBLIGATED PERSONS. If any person, other than
the Issuer, becomes an Obligated Person (as defined in the Rule) relating to the
Series 2009 Bonds, the Issuer shall use its best efforts to require such Obligated
Person to comply with all provisions of the Rule applicable to such Obligated
Person.
Dated as of this
day of May, 2009
ATTEST:
CITY OF CLEARWATER,
FLORIDA
By:
City Clerk
By:
Mayor
6
APPENDIX E
FORM OF BOND COUNSEL OPINION
APPENDIX F
RATE STUDY
APPENDIX G
SCHEDULE OF RATES, FEES AND CHARGES
Rates. Fees And Charl!es
The City uses a three-tiered rate structure for water and sewer usage. The base rate includes
a minimum usage for residential and nonresidential water rates. Any usage over the minimum is
billed at one rate per 100 cubic feet up to a designated level and at a second rate for usage over that
level. For irrigation, there is a base rate, with no minimum, and a charge per 100 cubic feet of water
usage up to a designated level and a higher charge for usage over that amount. The sewer base rate
includes a minimum usage and a fixed charge per 100 cubic feet of water usage over the basic
allowance. The minimum usage and second tier usage level vary with the size of the meters. For
fiscal year 2008 there were no changes to the three-tiered rate structure for water or sewer usage.
Effective October 1, 2000 the basis for billing was converted from cubic feet to gallons.
Residential and October 1, October 1, October 1, October 1, October 1,
Nonresidential Water Rates 2004 2005 2006 2007 2008
Size of Meter Gallons
Minimum- Under 1 inch 10.59 11.34 12.03 12.75 13.65
1 inch 24.71 26.46 28.07 29.75 31.85
1.5 inch 353.00 378.00 401.00 425.00 455.00
2 inch 822.49 880.74 934.33 990.25 1,060.15
3 or 2 inch manifold 1,267.27 1,357.02 1,439.59 1,525.75 1,633.45
4 inch 2,439.23 2,611.98 2,770.91 2,936.75 3,144.05
6 inch 6,265.75 6,709.50 7,117.75 7,543.75 8,076.25
8 inch 10,590.00 11,340.00 12,030.00 12,750.00 13,650.00
Additional charges are assessed for cubic feet of usage in excess of designated minimums.
Rates for Irrilration (Lawn) October 1, October 1, October 1, October 1, October 1,
Meters 2004 2005 2006 2007 2008
Size of Meter Gallons
Minimum- Under 1 inch 3.78 4.04 4.28 4.54 4.86
1 inch 11.34 12.13 12.86 13.63 14.58
1.5 inch 56.70 60.67 64.31 68.17 72.94
2 inch 158.76 169.87 180.06 190.86 200.22
3 or 2 inch manifold 313.74 335.70 355.84 377.19 403.59
4 inch 604.80 647.14 685.97 727.13 778.03
6 inch 1,825.74 1,953.54 2,070.75 2,195.00 2,348.65
1
Sewer Rates October 1, October 1, October 1, October 1, October 1,
2004 2005 2006 2007 2008
Size of Meter Gallons
Minimum- Under 1 inch 14.58 15.60 16.53 17.52 18.75
1 inch 34.02 36.40 38.57 40.88 43.75
1.5 inch 486.00 520.00 551.00 584.00 625.00
2 inch 1,132.38 1,211.60 1,283.83 1,360.72 1,456.25
3 or 2 inch manifold 1,744.74 1,866.80 1,978.09 2,096.56 2,243.75
4 inch 3,358.26 3,593.20 3,807.41 4,035.44 4,318.75
6 inch 8,626.50 9,230.00 9,780.00 10,366.00 11,093.75
8 inch 14,580.00 15,600.00 16,530.00 17,520.00 18,750.00
Per 100 cubic feet of water used over 4.86 5.20 5.51 5.84 6.25
that allowed in minimum
2
APPENDIX H
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
EXHIBIT C
CONTINUING DISCLOSURE CERTIFICATE
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is
executed and delivered by the City of Clearwater, Florida (the "Issuer") in
connection with the issuance of its [Series A Amount] Water and Sewer Revenue
Bonds, Series 2009A (the "Series 2009A Bonds") and its [Series B Amount]
Water and Sewer Revenue Refunding Bonds, Series 2009B (the "Series 2009B
Bonds") (collectively, the "Series 2009 Bonds"). The Series 2009 Bonds are being
issued pursuant to Ordinance No. 3674-84 enacted by the Issuer on August 2,
1984, as amended and supplemented in Ordinance 6915-01, enacted November
15, 2001 (collectively, the "Ordinance") and as further supplemented by
Resolution 2009-[ ], adopted by the City on [ ], 2009 (the
"Series 2009 Resolution"). The Issuer covenants and agrees as follows:
SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This
Disclosure Certificate is being executed and delivered by the Issuer for the
benefit of the Series 2009 Bondholders and in order to assist the original
underwriters of the Series 2009 Bonds in complying with Rule 15c2-12(b)(5)
promulgated by the Securities and Exchange Commission ("SEC") pursuant to
the Securities Exchange Act of 1934 (the "Rule").
SECTION 2. PROVISION OF ANNUAL INFORMATION. Except
as otherwise provided herein, the Issuer shall provide to all of the nationally
recognized municipal securities information repositories described in Section 4
hereof (the "National Repositories"), and to any state information depository that
is established within the State of Florida (the "SID"), on or before June 30 of
each year, commencing June 30, 2010, the information set forth below in this
Section 2. Notwithstanding the immediately preceding sentence, to the extent
any such information does not become available to the Issuer before June 30 of
any year, the Issuer shall provide such inform~tioil when it becomes available,
but no later than one year following the end of the Issuer's Fiscal Year.
(A) the Issuer's Comprehensive Annual Financial Report for the
immediately preceding Fiscal Year (the "CAFR"), which shall include the audited
financial statements of the Issuer for the immediately preceding Fiscal Year
prepared in accordance with Generally Accepted Accounting Principles, as
modified by applicable State of Florida requirements and the governmental
accounting standards promulgated by the Government Accounting Standards
Board; provided, however, if the audited financial statements of the Issuer are
not completed prior to April 30 of any year, the Issuer shall provide unaudited
financial statements on such date and shall provide the audited financial
statements as soon as practicable following their completion; and
(B) to the extent not set forth in the CAFR, additional financial
information and operating data ofthe type included with respect to the Issuer in
the final official statement prepared in connection with the sale and issuance of
the Series 2009 Bonds (as amended, the "Official Statement"), as set forth below:
1. Updates of the historical financial information set forth in the
Official Statement under the principal captions "THE WATER AND
SEWER SYSTEM" for the then-immediately preceding five fiscal years
and" APPENDIX G - SCHEDULE OF RATES, FEES AND CHARGES."
2. Description of any additional indebtedness payable in whole or
in part from the Net Revenues (as defmed in the Ordinance).
3. Any other financial information or operating data of the type
included in the Official Statement which would be material to a holder or
prospective holders of the Series 2009 Bonds.
For purposes of this Disclosure Certificate, "Fiscal Year" means the period
commencing on October 1 and ending on September 30 of the next succeeding
year, or such other period of time provided by applicable law.
SECTION 3. REPORTING SIGNIFICANT EVENTS. The Issuer
shall provide to the National Repositories or the Municipal Securities
Rulemaking Board (the "MSRB") and to the SID, on a timely basis, notice of any
of the following events, if such event is material with respect to the Series 2009
Bonds or the Issuer's ability to satisfy its payment obligations with respect to the
Series 2009 Bonds:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on the debt service reserve fund reflecting
financial difficulties;
2
(D) Unscheduled draws on credit enhancement reflecting financial
difficulties;
(E)
perform;
(F)
(0)
(H)
(1)
(J)
Substitution of credit or liquidity providers, or their failure to
Adverse tax opinions or events affecting the tax-exempt status of
the Series 2009 Bonds;
Modifications to rights of Series 2009 Bondholders;
Redemptions;
Defeasances;
Release, substitution, or sale of property securing repayment of the
Series 2009 Bonds;
(K)
Rating changes; and
(L) Notice of any failure on the part of the Issuer or any other Obligated
Person (as defined herein) to meet the requirements of Section 2 hereof.
The Issuer may from time to time, in its discretion, choose to provide
notice of the occurrence of certain other events, in addition to those listed in this
Section 3, if, in the judgment of the Issuer, such other events are material with
respect to the Series 2009 Bonds, but the Issuer does not specifically undertake
to commit to provide any such additional notice of the occurrence of any material
event except those events listed above.
Whenever the Issuer obtains knowledge of the occurrence of a significant
event described in this Section 3, the Issuer shall as soon as possible determine
if such event would be material under applicable federal securities law to holders
of Series 2009 Bonds, {Jrovided, that any event under clauses (D), (E), (F), (K) or
(L) above will always be deemed to be material.
SECTION 4. National Repositories. Prior to July 1, 2009, or such
later date as the Securities and Exchange Commission shall state as the
effective date for the amendments to the Rule pursuant to Release No. 34-59062
3
(Dec. 5, 2008) (the "Effective Date"), the term "National Repositories" to which
the Issuer shall provide the information described in Sections 2 and 3 above, to
the extent required, shall, mean the following organizations, their successors
and assigns:
(A) Bloomberg Municipal Repository
100 Business Park Drive
Skillman, New Jersey 08558
Phone: 609/279-3225
Fax: 609/279-5962
E-Mail: Munis@Bloomberg.com
(B) FT Interactive Data
Attn: NRMSIR
100 William Street, 15th Floor
New York, New York 10038
Phone: 212/771-6999
Fax: 212/771-7390
E-Mail: NRMSIR@interactivedata.com
(C) Standard & Poor's Securities Evaluations, Inc.
55 Water Street, 45th Floor
New York, New York 10041
Phone: 212/438-4595
Fax: 212/438-3975
E-Mail: nrmsir_repository@sandp.com
(D) DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
Phone: 201/346-0701
Fax: 2011947-0107
E-Mail: NRMSIR@dpcdata.com
(E) A list of the names and addresses of all designated National
Repositories and SIDs as of any date may currently be obtained by calling the
SECts Fax on Demand Service at 202/942-8088 and requesting document
number 0206 or by visiting the SEG's website at
www.sec.llov/info/municipallnrmsir.htm.
4
Subsequent to the Effective Date, the term "National Repositories" shall
mean the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934
SECTION 5. NO EVENT OF DEFAULT. Notwithstanding any
other provision in the Ordinance to the contrary, failure of the Issuer to comply
with the provisions of this Disclosure Certificate shall not be considered an event
of default under the Ordinance; provided, however, any Series 2009 Bondholder
may take such actions as may be necessary and appropriate, including pursuing
an action for mandamus or specific performance, as applicable, by court order, to
cause the Issuer to comply with its obligations hereunder. For purposes of this
Disclosure Certificate, "Series 2009 Bondholder" shall mean any person who (A)
has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, any Series 2009 Bonds (including persons holding Series
2009 Bonds through nominees, depositories or other intermediaries), or (B) is
treated as the owner of any Series 2009 Bond for federal income tax purposes.
SECTION 6. INCORPORATION BY REFERENCE. Any or all of
the information required herein to be disclosed may be incorporated by reference
from other documents, including official statements or debt issues of the Issuer
of related public entities, which have been submitted to each of the National
Repositories and the SID, if any, or the SEC. If the document incorporated by
reference is a final official statement, it must be available from the MSRB. The
Issuer shall clearly identify each document incorporated by reference.
SECTION 7. DISSEMINATION AGENTS. The Issuer may, from
time to time, appoint or engage a dissemination agent to assist it in carrying out
its obligations under this Disclosure Certificate, and may discharge any such
agent, with or without appointing a successor disseminating agent.
SECTION 8. TERMINATION. The Issuer's obligations under this
Disclosure Certificate shall terminate upon (A) the legal defeasance, prior
redemption or payment in full of all of the Series 2009 Bonds, or (B) the
termination of the continuing disclosure requirements ofthe Rule by legislative,
judicial or administrative action.
5
SECTION 9. AMENDMENTS. Notwithstanding any other
provision of this Disclosure Certificate, the Issuer may amend this Disclosure
Certificate, and any provision may be waived, if such amendment or waiver is
supported by an opinion of counsel that is nationally recognized in the area of
federal securities laws, to the effect that such amendment or waiver would not,
in and of itself, cause the undertakings herein to violate the Rule if such
amendment or waiver had been effective on the date hereof but taking into
account any subsequent change in or official interpretation of the Rule.
SECTION 10. ADDITIONAL INFORMATION. Nothing in this
Disclosure Certificate shall be deemed to prevent the Issuer from disseminating
any other information, using the means of dissemination set forth in this
Disclosure Certificate or any other means of communication, or including any
other information in its annual information described in Section 2 hereof or
notice of occurrence of a significant event described in Section 3 hereof, in
addition to that which is required by this Disclosure Certificate. If the Issuer
chooses to include any information in its annual information or notice of
occurrence of a significant event in addition to that which is specifically required
by this Disclosure Certificate, the Issuer shall have no obligation under this
Disclosure Certificate to update such information or include it in its future
annual information or notice of occurrence of a significant event.
SECTION 11. OBLIGATED PERSONS. If any person, other than
the Issuer, becomes an Obligated Person (as defined in the Rule) relating to the
Series 2009 Bonds, the Issuer shall use its best efforts to require such Obligated
Person to comply with all provisions of the Rule applicable to such Obligated
Person.
Dated as of this
day of May, 2009
ATTEST:
CITY OF CLEARWATER,
FLORIDA
By:
City Clerk
By:
Mayor
6