11-20I�����74j�C�I�I�L��ii ► �
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE �F NOT TO
EXCEED $22,000,000 CITY �F CL�ARWATER, FLORIDA, STORMWATER
SYSTEM REVENUE REFUNDING BONDS, SERIES 2011; AWARDING TH�
SALE THEREOF TO WELLS FARGO 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 2011 BONDS IN BOOK-
ENTRY-QNLY FORM; AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAI. STATEMENT AND AN OFFICIAL STATEMENT IN
CONNECTION WITH THE DELIVERY OF THE BONDS; PROVIDING FOR
COMPLIANCE WITH A CONTINUING DISCLOSURE CERTIFICATE; APPOINT-
ING A PAYING AGENT AND REGISTRAR; APPOINTING AN ESCROW
AGENT; APPOINTING A VERIFICATION AGENT; AUTHORIZING THE
PURCHASE OF A BOND INSURANCE POLICY; PROVIDING CERTAIN
OTHER MATTERS IN CONNECTION WITH THE ISSUANCE AND DELIVERY
OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on April 15, 1999, the City Council of the City of Clearwater, �lorida (the
"City or the "Issue�") enacted Ordinance No. 6378-99 (the "Original Ordinance"), as amended
and supplemented in Ordinance 6931-02 enacted July 18, 2002 (together with the Original
Ordinance, as amended and supplemented from time to time, the "Bond Ordinance") to provide
far the issuance of bonds payable from Pledged Revenues of the Stormwater System (each as
defined therein); and
WHEREAS on September 11, 2002, the City issued its $24,865,000 City of Clearwater,
Florida, Stormwater 5ystem Revenue Bonds, Series 2002 (the "Series 2002 Bonds"), as
Additional Parity Obligations under the Bond Ordinance to provide additional funds far capital
improvements (the "2002 Project") to th� Syst�m (as defined in the Bond Ordinance); and
WHEREAS, it is in the best interest of the City t� designate a portian of bonds authorized by the
Bond Ordinance to refund the Series 2002 Bonds in whole or in part, and designate the
Refunding Bonds as "Stormwater System Revenue Refunding Bonds, Series 2011" to reflect
the year of their issuance (the "Series 2�11 Bonds"); and
WHER�AS, it is in the best interest af the City to provide for the negotiated sale of nat ta
exceed $22,000,000 of Series 2011 Bonds; and
WHEREAS, the Issuer intends on negotiating a sale of the Series 2011 Bonds with Wells Fargo
Bank, National Association on behalf of itself and as representative of the ca-managers Bank of
America Merrill Lynch and RBC Capital Markets, LLC (collectively, the "Underwriters") subject to
the terms and conditians cantained herein and set forth in a Purchase Contract, a copy af 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 apprave the issuance of its Series 2011 Bonds, to sell its
Series 2011 Bonds pursuant ta the Purchase Contract, to authorize the distribution of a Prelimi-
Resolution No. 11-20
nary Official Statement and an Official Statement in connection with the issuance af the Series
2011 Bands and to take certain other actians in connection with the issuance and sale of the
Series 2011 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 resalution under the terms of the
Band Ordinance, and all capitalized undefined terms used herein shall have the meanings s�t
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 $22,OOQ,�QO of the Stormwater System Revenue Refunding
Bonds, Series [to be determined] authorized by the Bond Ordinance being offered pursuant to
this resolution are hereby designated as Series 2011 Bonds (the "Series 2011 Bonds"),
provided that in the event the Series 2011 Bonds are not issued until 2012 ar a later year, the
series designation shall reflect the year in which the Series 2011 Bonds are actually issued. The
issuance �f nat to exceed $22,000,000 of the Series 2011 Bonds by the City is hereby approved
upon the terms and conditions set forth in the Bond Ordinance and this Resolution.
SECTION 2. It is in the best interest of the Issuer and the residents and inhabitants thereof
that the Series 2011 Bonds be issued utilizing a pure book-entry system of registration. For so
long as the Series 2011 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 af Representations between the City and Depository Trust Company as
previausly executed and delivered, the terms and provisions of the Blanket Letter of
Representations shall prevail.
SECTION 3. (a) Due to the willingness of the Undervuriters to purchase not to exceed
$22,000,000 in aggregate principal amount af the 5eries 2011 Bonds at favorable interest casts
and the importance of timing in the marketing of such obligations in conjunction with funding and
structuring the defeasance escrow for the Series 2002 Bonds, it is hereby determined that it is in
the best interest of the public and the Issuer to sell the Series 2011 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 auth�rized and approved, subject to the satisfactian af
the conditions set forth in Section 3(b) below.
(b) The Finance Director is hereby autharized ta receive the offer to purchase the Series 2011
Bonds from the Underwriters in the form of an executed Purchase Cantract in the form
approved herein. The City Manager and the Finance Director are hereby authorized to award
the sale af the Series 2011 Bonds on their determination that the ofFer submitted by the
Underwriters for the purchase of all of th� Series 2a11 Bond are within the following
parameters: (i) the refunding of that portion of the Series 2002 Bonds to be refunded by the
Series 2011 Bonds shall provide the City with a net present value savings of not less than
4.OQ% �f the par amount of such Series 2002 Bonds so refunded, (ii) the Underwriters' Discount
shall not be in excess of �.6�% of the principal amaunt thereof, (iii) the final maturity shall not be
later than Nov�mber 1, 2032, and (iv) the principal amount shall not be in excess of the amount
necessary to defease and redeem the Series 2002 Bonds to be refunded plus costs of issuing
2 Resolution No. 11-20
the Series 2011 Bonds. The Finance Director, in coordination with the City's financial advisor
and the Underwriters, is hereby authorized and dir�ct�d to determine what portions of the
Series 2�02 Bonds are in the best interest of the City ta be refunded thraugh the issuance af the
Series 2011 Bonds. The City Manager and the Finance Directar are hereby autharized ta award
the sale of the Series 2011 Bonds as set forth above or to reject th� offer from the Underwriters
for any or all series of Series 2011 Bands ar any portion thereof. Such award shall be final.
The acc�ptance of the offer to purchase the Series 2a11 Bonds shall constitute a decision to
refund the Series 2002 Bonds in accordance with the Bond Ordinance.
SECTI�N 4. The Series 2011 Bonds shall be sald ta the Underwriters, substantially upan 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" upan the appraval of the City Attorney as to form and legal sufficiency, with such
additional changes, insertions and amissions therein as do not change the substance thereof
and as may be approv�d by the said officers of the Issuer executing the same, such execution
to be conclusive evidence of such approval.
SECTION 5. The Series 2Q11 Bands 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 C�ntract. The use of the proceeds af the
Series 2011 Bonds, shall be as provided in the �fficial Statement relating to the Series 2011
Bands.
SECTION 6. The Series 2Q11 Bonds shall be issu�d 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
far the Series 2011 Bonds to serve pursuant to a Paying Agent Agr�ement 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
the Escraw Depasit Agreement for the Series 2002 Bonds, which Escrow Deposit Agreement
shall be substantially in the farm approved by the Original Ordinance.
SECTION 9. Dufresne 8� Associates is hereby appainted as the Verification Agent for the
defeasance of the Series 2002 Bonds.
SECTION 10. Pursuant to the Band Ordinance, the City Manager and Finance Director are
hereby authorized, after consultation with the City's Financial Advisor, to select the provider (the
"Series 2�11 Bond Insure�') for a Bond Insurance Policy (as defned in the Bond Ordinance), as
additianal security far payment of all or designated portians af the principal and interest on each
series andlor maturities of the Series 2011 Bonds (the "Series 2011 Bond Insurance Policy").
The determination of th� City Manager and Finance Directar shall be final. Payment for such
Series 2011 Bond Insurance Policy from proceeds of each of the series of the Series 2011
Bonds is hereby authorized. The Issuer hereby accepts the terms, conditions and agreements
Resolution No. 11-20
relating to the Series 2011 Bond Insurance Policy in accordance with the Commitment for the
Series 2a11 Band Insurance Policy 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 2011
Bonds for the benefit and information ofi the holders of the Series 2011 Bonds.
Notwithstanding anything to the contrary contained in this Resolutian, so long as (i) any Series
2011 Bonds insured by the Series 2011 Bond Insurance Policy, if any, are Dutstanding (the
"Insured Series 2�11 Bonds); and (ii) the Series 2011 Bond Insurance Policy relating to the
Insured Series 2011 Bonds is in full force and effect and the Series 2011 Insurer has not
defaulted in its payment obligations under the Series 2011 Bond Insurance Palicy, the Issuer
agrees to comply with the following pravisions:
(A) The Series 2�11 Insurer shall be deemed to be the sole Holder of the Insured Series
2p11 Bonds for the purpose of exercising any voting right or privilege or giving any consent or
direction or taking any other action that the Holders of the Insured Series 2Q11 Bands are
entitled ta take pursuant to this Resolution pertaining to (i) defaults and remedies and (ii) the
duties and obligations of the Paying Agent.
(B) The maturity of Insured Series 2011 Bonds shall not be accelerated without the
consent of the Series 2011 Insurer and in the event the maturity of the Insured Series 2011
Bonds is acc�lerated, the Series 2011 Insurer may elect, in its sale discretion, to pay
accelerated principal and interest accrued on such principal to the date of acceleration (to the
extent unpaid by the Issuer) and the Paying Agent shall be requir�d to accept such amounts.
Upon payment of such accelerated principal and interest accrued to the acceleratian date as
provided above, the Series 2Q11 Insurer's abligations under the Series 2011 Bond Insurance
Policy with respect to such Insured Series 2011 Bonds shall be fully discharged.
(C) No grace period for a cavenant default shall exceed 30 days or be extended for
more than 60 days, without the prior written consent af the Series 2011 Insurer. Na grace
period shall be permitted for payment defaults.
(D) The Series 2011 Insurer is a third party beneficiary to this Resolutian.
(E) Upon the occurrence of an extraordinary optional, special or extraordinary
mandatory redemption in part, the selection of Insured Series 2011 Bonds to be redeemed shall
be subject to the approval of the Series 2011 Insurer. The exercise of any provision of this
Resolution which permits the purchase of Insured Series 2011 Bonds in lieu of redemption shall
require the prior written approval of the Series 2011 Insurer if any Insured Series 2011 Bond so
purchased is not cancelled upon purchase.
(F) Any amendment, supplement, modification to, or waiver of, this Resolution or any
other transaction document, including any underlying security agreement (each a"Related
Document"), that requires the consent of Bondhold�rs or adversely affects the rights and
interests of the Series 2011 Insurer shall be subject to the prior written consent of the Series
2011 Insurer.
(G) Unl�ss the Series 2011 Insurer otherwise directs, upon the occurr�nce and
cantinuance af an Event of Default or an event which with notice or lapse af time would
constitute an Event of Default, amounts on deposit in the applicable accoun4 in the Construction
Fund shall not be disbursed, but shall instead be applied to the payment of debt service or
redemption price of the Insured Series 2011 Bonds.
Resolution No. 11-20
(H) The rights granted to the Series 2Q11 Insurer under this Resolution or any other
Related Document ta request, cansent ta or direct any action are rights granted to the Series
2Q11 Insurer in consideration of its issuance of the Series 2011 Bond Insurance Policy. Any
exercise by the Series 2011 Insurer of such rights is merely an exercise of the Series 2011
Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or
on b�half, of the Insured Series 2011 Bondholders and such action does not evidence any
positian of the Series 2011 Insurer, affirmative or negative, as to whether the consent af the
Insured Series 2011 Bondholders or any other person is required in addition ta the cansent of
the Series 2011 Insurer.
(I) Only Government �bligations which consist af (1) cash, (2) non-callable direct
obligations of the United States af America ('?reasuries"), (3) evidences of ownership of
praportionate interests in future interest and principal payments on Treasuries held by a bank or
trust company as custodian, under which the owner of the investment is th� real party in interest
and has the right to proceed directly and individually against the obligor and the underlying
Treasuries a�e not available to any person claiming through the custodian or to whom the
custodian may be obligated, (4) subject to the prior written consent of the Series 2011 Insurer,
pre-r�fund�d municipal obligations rated "AAA" and "Aaa" by Standard 8 Poor's Ratings Service
("S$�P") and Moody's Investors Service ("Maody's), respectively, or (5) subject to the prior
written consent of the Series 2011 Insurer, securities eligible for "AAA" defeasance under then
existing criteria of SS�P or any cambination thereaf, shall be used to effect defeasance of the
Insured Series 2011 Bands unless the Series 2Q11 Insurer atherwise approves.
To accomplish defeasance, in addition to the requirements of Section 24 of the Bond
Ordinance, the Issuer shall cause to be delivered (i) a report of an independent firm of nationally
recognized cErtified public accountants or such other accountant as shall be acceptable to the
Series 2011 Insurer ("Accountant") verifying the sufficiency of the escrow �stablished to pay the
Insured Series 2�11 Bonds in full on the maturity or red�mption date ("Verification"), (ii) an
escraw deposit agreement (which shall be acceptable in form and substance to the S�ries 2011
Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the Insured
Series 2Q11 Bonds are no langer Outstanding under this Resolution and (iv) a certificate of
discharge af the Paying Agent with respect to the Insured Series 2011 Bonds; each Verification
and defeasance opinion shall be acceptable in form and substance, and addressed, ta the
Issuer, Paying Agent and Series 2011 Insurer. The Series 2011 Insurer shall be pravided with
final drafts of the above-referencEd documentation not I�ss than five business days prior to the
funding of the escrow.
Insured S�ries 2Q11 Bands shall be deemed Outstanding under this Resolution unless
and until they are in fact paid and retired or the above criteria are met.
(J) Amounts paid by the Series 2Q11 Insurer under the Series 2011 Bond Insurance
Palicy shall not be deemed paid for purposes of this Resolution and the Insured Series 2011
Bonds relating to such payments shall remain Outstanding and continue to be due and owing
until paid by the Issuer in accordance with this Resolution. This Resolution shall not be
discharged unless all amounts due or to become due to the Series 2011 Insurer have been paid
in full or duly provided for.
(K) If, on the third business day prior ta the related scheduled interest payment date or
principal payment date ("Payment Date") there is not on deposit with the Paying Agent, after
making all transfers and deposits required under this R�solution, moneys sufficient to pay the
Resolution No. 11-20
principal of and interest on the Insured Series 2011 Bonds due on such Payment Date, the
Paying Agent shall give notice ta the Series 2011 Insurer and to its designated agent (if any)
(the "Series 2011 Insurer's Fiscal Agent") by telephone or telecopy af the amount of such
deficiency by 12:0� naon, New York City time, on such business day. If, on the second
business day prior to the related Payment Date, there continues to be a deficiency in the
amount available to pay the principal of and interest on the Insured Series 2011 Bonds due on
such Payment Date, the Paying Agent shall make a claim under the Series 2011 Bond
Insurance Policy and give notic� to the Series 2011 Insurer and the Series 2p11 Insurer's Fiscal
Agent (if any) by telephone of the amount of such deficiency, and the allocation of such
deficiency between the amount required to pay interest on the Insured Series 2011 Bonds and
the amount required to pay principal of the Insured Series 2011 Bands, confirmed in writing to
the Series 2Q11 Insurer and the Series 2011 Insurers Fiscal Agent by 12:Qa noan, New Yark
City time, on such second business day by filling in the form of Notice of Claim and Certificate
delivered with the Series 2011 Bond Insurance Policy.
The Paying Ag�nt shall d�signate any po�tion of payment of principal an Insured Series
2011 Bonds paid by the Series 2Q11 Insurer, whether by virtue of mandatory sinking fund
redemption, maturity or other advancement of maturity, on its books as a reduction in the
principal amount of Insured Series 2p11 Bands r�gistered to the then current Insured Series
2011 Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement
InsurEd Series 2011 Bond to the Series 2011 Insurer, registered in the name of the Series 2p11
Insurer, in a principal amount equal to the amount of principal so paid (without regard to
authorized denominations); provided that the Paying Agent's failure to so designate any
payment or issue any replacement Insured Series 2011 Bond shall have no effect on the
amount of principal or interest payabl� by the Issuer on any Insured 5eries 2a11 Bond or the
subrogation rights of the Series 2011 Insurer.
The Paying Agent shall keep a complete and accurate record of all funds deposited by
the Series 2�11 Insurer inta the Series 2011 Bond Insurance Policy Payments Account (defined
below) and the allocation of such funds to payment of interest on and principal of any Insured
Series 2011 Bond. Th� Seri�s 2011 Insurer shall have the right to inspect such records at
reasonable times upon �easonable natice to the Paying Agent.
Upon payment of a claim under the Series 2011 Bond Insurance Policy, the Paying
Agent shall establish a separate special purpose trust account for the bEnefit of Insured Series
2011 Bondholders referred to herein as the "5eries 2Q11 Bond Insurance Policy Payments
Account" and over which the Paying Agent shall have exclusive control and sole right of
withdrawal. The Paying Agent shall receive any amount paid under the Series 2011 Bond
Insurance Palicy in trust on behalf of Insured Series 2011 Bondholders and shall deposit any
such amaunt in the Series 2011 Band Insurance Policy Payments Account and distribute such
amount only for purposes of making the payments for which a claim was made. Such amounts
shall be disbursed by the Paying Agent to Insured Series 2011 Bondholders in the same
manner as principal and interest payments ar� to be made with respect to the Insured Series
2011 Bonds under the sections hereof regarding payment of Insured Series 2011 Bonds. It
shall not be necessary for such payments to be made by checks or wire transfers separate from
the check ar wire transfer used to pay debt service with other funds available to make such
payments. Notwithstanding anything herein to the contrary, the Issuer agrees to pay to the
Series 2011 Insurer (i) a sum equal to the total of all amounts paid by the Series 2011 Insurer
und�r the Series 2011 Bond Insurance Policy (the "Series 2011 Insurer Advances"); and (ii)
interest �n such Series 2011 Insurer Advances fram the date paid by the Series 2011 Insurer
until payment thereof in full, payable to the Series 2011 Insurer at the Late Payment Rate per
Resolution No. 11-20
annum (c�llectively, the "5eries 2011 Insurer Reimbursement Amounts"). "Late Payment Rate"
means the lesser afi (a) the greater of (i) the per annum rate afi interest, publicly announced from
time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime
or base lending rate (any change in such rate of interest to be effective on the date such change
is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of
interest an the Bonds and (b) the maximum rate permissible under applicable usury or similar
laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days. In the event that JPMargan Chase
Bank ceases ta announce its Prime Rate publicly, Prime Rate shall be the publicly announced
prime or base lending rate of such national bank as the Series 2011 Insur�r shall specify.
Funds held in the Series 2011 Bond Insurance Policy Payments Account shall nat be
invested by the Paying Agent and may not be applied to satisfy any costs, expenses or liabilities
of the Paying Agent. Any funds remaining in the Series 2011 Bond Insurance Policy Payments
Account following an Insured Series 2011 Bond payment date shall promptly be remitted to the
Series 2p11 Insure�.
(L) Th� Series 2011 Insurer shall, to the extent it makes any payment of principal af or
interest on th� Insured Series 2011 Bonds, become subrogated to the rights of the recipients of
such payments in accordance with the terms �f the Series 2011 Bond Insurance Policy. Each
obligation of the Issuer to the Series 2D11 Insurer under the Related Documents shall survive
discharge or termination of such Related Documents.
(M) Ta the extent permitted by law, the Issuer shall pay or reimburse the Series 2011
Insurer any and all charges, fees, costs and expenses that the Series 2011 Insurer may
reasonably pay or incur in connection with (i) the administration, enforcement, defense or
preservation of any rights ar security in any Related Document; (ii) the pursuit of any remedies
under this Resolution or any other Related Document or otherwise afforded by law or equity, (iii)
any amendment, waiver or other action with respECt to, or related to, this Resalution ar any
other Related Document whether or not executed or completed, or (iv) any litigation or other
dispute in connection with this Resolution or any other Related Document or the transactions
contemplated thereby, other than costs resulting from the failure of the Series 2011 Insurer to
hona� its obligations under the Series 2011 Bond Insurance Policy. The Series 2011 Insurer
reserves the right to charge a reasonable fee as a condition to executing any amendment,
waiver or consent proposed in respect of this Resolution or any other Related Document.
(N) After payment of reasonable expenses of the Paying Agent, the application of funds
realized upon default shall be applied to the payment of expenses of the Issuer or rebate only
after the payment of past due and current debt service on the Insured Series 2011 Bonds.
(0) The S�ries 2011 Insurer shall be entitled to pay principal or interest on the Insured
Series 2Q11 Bands that shall become Due for Payment but shall be unpaid by reason of
Nonpayment by the Issuer (as such terms are defined in the Series 2011 Bond Insurance
Policy) and any amaunts due on the Insured Series 2011 Bonds as a result of acceleration of
the maturity thereof in accordance with this Resolution, whether or not the Series 2011 Insurer
has received a Notice of Nonpayment (as such terms are defined in the 5eries 2011 Bond
Insurance Policy) ar a claim upon the Series 2011 Bond Insurance Policy.
(P) The notice address of the Series 2Q11 Insurer shall be as specified in the Series
2Q11 Bond Insurance Commitment. In each case in which notice or other communication refers
to an Event of Default, then a copy of such notice or other cammunication shall also be sent to
Resolution No. 11-20
the attention of the General Counsel and shall b� marked to indicate "URGENT MAT�RIAL
ENCLOSED."
(Q) The Series 2011 Insurer shall be provided with the following information by the
Issuer or Paying Agent as the case may be:
(1) Annual audited financial statements within 210 days after the end of the
Issuer's fiscal year (together with a certification af the Issuer that it is not aware afi any default or
�vent of Default under this Resolution), and the Issuers annual budget within 30 days after the
approval thereof together with such other information, data or reports as the Series 2011 Insurer
shall reasonably r�quest from time to tim�;
(2) Notice of any default known to the Paying Agent or Issuer within five
business days aft�r knowledge thereof;
(3) Prior notice of the advance refunding or redemption of any of the Insured
Series 2011 Bonds, including the principal amaunt, maturities and CUSIP numbers thereof;
(4) Notice of the resignation or removal of the Paying Agent and Registrar and
the appointment of, and acceptance of duties by, any successor thereto;
(5) N�tice of the commencement af any praceeding by or against the Issuer
commenced under the United States Bankruptcy Code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding");
(6) Notice af the making af any claim in cannection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or
interest an, the Insured Series 2011 Bands;
(7) A full original transcript of all proceedings relating to the executian of any
amendment, supplement, or waiver to the Related Documents; and
(8) All reports, notices and correspondence to be delivered to Insur�d Series
2011 Bondholders under the terms of the Related Documents.
In addition, to the extent that the Issuer has entered into a continuing disclosure
agreement, covenant or undertaking with respect to the Insured Series 2D11 Bonds, all
information furnished pursuant to such agreements shall also be provided to the Series 2011
Insurer, simultaneausly with the furnishing af such infarmation.
(R) The Series 2011 Insurer shall have the right to receive such additional information
as it may reasonably request.
(5) The Issuer will permit the Series 2011 Insurer to discuss the affairs, finances and
accounts of the Issuer or any information the Series 2011 Insurer may reasonably request
regarding th� security for the Insured Series 2011 Bonds with appropriate o�cers of the Issuer
and will use commercially reasonable efforts to enable the Series 2011 Insurer to have access
to the facilities, books and records of the Issuer on any business day upon reasonable prior
nati�e.
Resolution No. 11-20
(T) The Issuer shall notify the Series 2011 Insurer of any failure of the Issuer to provide
notices, certificates and other information under the transaction documents.
(U) In determining whether any amendment, consent, waiver or ather action to be taken,
or any failure to take action, under this Resolution wauld adversely affect the security for the
Insured Series 2011 Bonds or the rights of the Insured Series 2011 Bondhalders, the Paying
Agent shall consider the effect of any such amendment, consent, waiver, action or inactian as if
there were no Series 2Q11 Band Insuranc� Policy.
(V) No contract shall be entered into or any action taken by the Issuer which the rights
of the Series 2011 Insurer or security far or sources of payment of the Insured Series 2011
Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior
written consent ofi the Series 2011 Insurer.
(W) Any interest rate exchange agreement ("Swap Agreement") entered into by the
Issuer shall mee# the following conditions: (i) the Swap Agreement must be entered inta ta
manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then
outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months,
and (ii) the Swap Agreement shall not contain any leverage element or multiplier companent
greater than 1.Ox unless there is a matching hedge arrangement which effectively off-sets the
exposure from any such element or component. Unless otherwise consented to in writing by
the Series 2011 Insurer, any uninsured net settlement, breakage or other termination amount
then in effect shall be subordinate to debt service on the Insur�d Series 2011 Bonds and an any
debt on parity with the Insured Series 2011 Bands. The Issuer shall not terminate a Swap
Agreement unless it demanstrates to the satisfaction of the Series 2011 Insurer prior to the
payment of any such termination amount that such payment will not cause the Issuer to be in
default under the Related Documents, including but not limited to, any monetary obligations
thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at
least "A-" and "A3" by S$�P and Moody's. If the counterparty or guarantors rating falls below "A-
" or "A3" by either S&P or Moody's, the counterparty or guarantor shall execute a credit support
annex to the Swap Agreement, which credit support annex shall be acceptable to the Series
2011 Insurer. if the caunterparty or the guarantors Iong term unsecured rating falls below
"Baa1" or "BBB+" by either Moody's or S8�P, a replacement caunterparty or guarantar,
acceptable to the Series 2011 Insurer, shall be required.
SECTION 11. On th� date of issuance af the Series 2011 Bonds, the Issuer may transfer the
funds on hand in the variaus funds and accounts established for the 20Q2 Refunded Bonds in
such manner as may be appraved by a cert�cate of the Finance Directar executed prior to or
simultaneously with the issuance of the Series 2011 Bonds.
SECTION 12. The distribution by the Underwriters of the Preliminary OfFicial Statement is
hereby approved, confirmed and ratifed. The distribution of a final OfFcial Statement of the
Issuer relating to the issuance of the 5eries 2011 Bonds is hereby approved, such final Official
Statement to be in substantially the farm attached hereto as Exhibit "B°, with such additional
changes, insertions and omissions as may be made and approved by o�cers of the Issuer
executing the same, such execution to be canclusive evidence of any such approval. The
Mayor, or in his absence the Vice Mayor, and the City Manager are hereby autharized 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 appraved with such additional
changes, insertians and omissions as may be made and appraved by such officers. Far
purposes of Rule 15c2-12 of the United States Securities and Exchange Commission (the
9 Resolution No. 11-20
"Rule"), the City Manager and the Finance Director are hereby autharized and directed to deem
"final" the Preliminary Official Statement in substantially the form attached hereto as Exhibit "B".
SECTION 13. The City hereby covenants and agrees that, in arder ta provide for compliance by
the City with the secondary market disclosure requirements of the Rule, that it will camply 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 2011 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 af the City to comply with such
Continuing Disclosure Certificate shall not be considered an event of default; hawever, any
holder of Series 2011 Bonds may take such actions as may be necessary and appropriate,
including seeking mandate or specific pertormance by court order, ta 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 Attarney as ta form
and legal sufficiency, in substantially the farm attached as Exhibit "C", with such additional
changes, insertions and omissions therein as da not change the substance thereof and as may
be approved by the said officers of the Issuer executing the same, such executian to be
canclusive evidence of such approval.
SECTION 1�4. 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 mad�ed, supplemented and amended hereby shall
remain in full force and effect.
SECTION 15. The Mayor, or in his absence the Vice Mayar, the City Manager, the Finance
Director, the City Attarney and the City Clerk or any other appropriate offcers 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,
the Series 2011 Bond Insurance Palicy, if any, or any other document r�ferred to above as a
prerequisite or precondition to the issuance af the Series 2011 Bonds and any such representa-
tion made therein shall be deemed to be made on behalf of the Issuer, and the City Manager
and the Finance Director are hereby authorized ta take such actions as may be necessary ar
desired to effect the refunding of the Series 2002 Bonds, including, but not limited to, the
selection of the B�nd Insurer, verification agent and escrow investments. In the event both the
Mayor and the Vice Mayor are unable to execute the dacuments related to the Series 2011
Bonds, then any other member of the City Council shall be authorized to execute such
dacuments 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
2011 Bonds is hereby approved, confirmed and ratified.
SECTION 16. This resolution shall become effective immediately upon its adoption.
Pass�d and adopted by the City Council of the City of Clearwater, Florida, this 3`� day of
November, 2011.
CITY OF CLEARWATER, FLORIDA
10 Resolution No. 11-20
Approved as to form: Attest:
Pamela K. Akin
City Attorney
�y: �..� l/
Frank Hibbard
Mayor
City Clerk
11 Resolution No. 11-20
r�:rr=3ri_i
FORM OF 60ND PURCHASE CONTRACT
Resolution No. 11-20
CITY OF CLEARWATER, FLORIDA
$[22,000,000]
STORMWATER SYSTEM REVENUE REFUNDING
BONDS, SERIES 20l 1
BOND PURCHASE AGREEMENT
Maynr and City Council
City Hall
112 South Osceola Avenue
Clearwater, FL 33756
Ladies and Gentlemen:
Novernber , 2011
Wells Faz�go Bank, National Association (the "Representative"), as representative of
itself, RBC Capital Markets Carporation and Merrill Lynch, Pierce, Fenner & Smith
Incorparated (collectively, the "Underwriters"), offers to enter into this Band Purchase
Agreement with the City of Clearwater, Florida (the "City"). This offer is made subject to
written acceptance hereaf by the City at or before 12:00 midnight, New York City tirne, on the
date hereo£ If not sa accepted, this offer will be subject to withdrawal by the Underwriters upon
written notice delivered to the City at any time prior to th.e 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 Undezwriters 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 $[22,000,000] aggr�gate principal amount of the
City's Starmwater System Revenue Refunding Bonds, Series 2011 (the "Series 2011 Bonds").
The Series 2011 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 priar to rnaturity, a11
as set forth in Exhibit A attached hereto. The purchase price for the Series 2011 Bonds shall be
$ (representing the par amount of the Series 2011 Bonds, plus net original issue
premium of $ and less Undenvriters' discount of $ ____ _). The purchase
price shall be payable ta the City in immediately available funds.
The Series 2011 Bonds are being issued by the City to provide funds to (a) refund and
redeem all ar a portian of one or more of the City's Stormwater Systern Revenue Bonds, Series
2002, and (b) pay the costs of issuance related to the Series 2011 Bonds, [including but not
limited to, the premium for the band insurance policy for the Series 2011 Bands issued by
Assured Guaranty Municipal Carp. (the "Bond Insurer")]. The Series 2011 Bands 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 Flarida, including Chapter 166, Florida Statutes, the Charter
of the City, the Bond Ordinance (as defined in the hereinafter described Resolutian) (the
"Ordinance") a.nd otl�er applicable provisions of law (collectively, the "Act") and Resolutian 11-
20 of the City, adopted an [November 3, 2011 ](the "Resolution").
Terms used in capitalized form and not defined herein shall have the meanings assigned
to such terms in the Resolutian and the Prelirninary Official Statement.
2. Deliverv of Official Statement and Other pocuments. (a) Prior to the date hereof,
the City provided to the Underwritezs the Preliminary Official Statement dated Octaber _, 2011
(the "Prelirninary Official Statement"), that the City deemed final as of its date, except for
certain permitted omissians (the "permitted omissions"), as contemplated by Rule 15c2-12 of the
Securities and Exchange Commission ("Rule 15c2-12" or the "Rule") in conz�ection with the
pricing af the Series 2011 Bonds. The City hereby coniirms that the Preliminary Official
Statement was final as af its date, except for the permitted omissions, and ratifies and confirms
the use and distributian thereof by the Underwriters prior to the date hereof in connection with
the public offering of the Series 2011 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 hereo�, sufficient copies of the final printed �fficial
Statement dated the date hereof (the "Official Statement") in form and substance satisfactory to
the Underwriters. In determining whether the number of copies ta be delivered by the City is
su�ficient, 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 zesponsibilities under Floz�ida and federal securities laws
generally.
The City authorizes the use atld distribution of the Officia.l Statement in connection with
the public offering and sale af the Series 2011 Bonds.
(c) Frarn the date hereof to and including the date which is twenty-five days frorn the
end of the underwriting periad (as de�ned for purposes of Rule 15c2-12), if an event occurs
which, in the reasonable opinian af 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 ox onait to state a material fact necessary in arder to make the
statements therein, in the light af the circumstances under which they were made, not
misleading, the City will supplement or amend the Official Statement in a%rm and in a maiuier
approved by the Underwriters and the City. The City will pronnptly notify the Representative of
the occurrence of any event �f 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 ta the Series 2011 Bonds are hereinafter included within the term "Official
Statement."
3. Public �ffering. The Underwriters agree to make a bona fide offering to the
public of all of the Series 2011 Bonds at not in excess of the initial public offering price or prices
(or below the yield or yields) set forth in Exhibit A hereta; provided, hawever, that the
Underwriters may (i) offer and sell the Series 20X 1 Bonds at prices lower (ar 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 rnay deem necessary in connection with the
marketing of the Series 2011 Bonds.
4. Gaad 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 abligation ta accept and pay
{22415461;r } 2
for the Series 2011 Bonds at the Closing in accardance with the provisions of this Bond Purchase
Agreement. The City shall retain the Good Faith Check, uncashed, except under the
circumstances hereinafter set forth. In the event the �ity iails to deliver the Series 2011 Bonds at
the Closing, or if the City shall be unable to satisfy th� conditions to the abligations of the
Underwriters contained in this Bond Purchase Agreernent, or if such abligations shall be
terminated for any reason permitted by this Bond Purchase Ag�reernent, the City shall be
obligated ta immediately return the uncashed Good Faith Check to the Representative. In the
event the Underwriters accept and pay for the Series 2U11 Sonds at Closing, the uncashed Good
Faith Check shall be returned to the Representative at Closing. In the event the Undervvriters fail
(ather than for a reason permitted under this Band Purchase Agreement) ta accept and pay for
the Series 2011 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 failwre, and not as a
penalty, and for any and all defaults hereunder an the part of the Underw�riters, and thereupon, all
claims and rights hereunder against th� 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. Ci Re resentations Warranties Covenants and A reements. 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) Tl�e Preliminary Official Statement was, as of the date thereaf, and the Official
Statement will be as of its date, and at a11 times subsequent thereta up to and including the date
twenty-five days following the end of the underwriting period (as defined far purposes of Rule
15c2-12) will remain, true and correct in a11 material respects, and the Preliminary Official
Statement did nat, as of the date thereof, and the Official Statement will not at any time up to and
including the date twenty-five days fallowing the end of the underwriting period, contain any
untrue statement of a material fact ar omit to state a material fact necessary to make the statements
therein, in the light of the circumstat�ces under which they were made, not misleading. In addition,
any amendments or supplements ta the Official Statement prepared and furnished by the City
pursuant hereto will not cantain 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. [Hawever, the City makes no representations with respect to in�ormation
supplied by the Bond Insurer for use in the Official Statement.]
(b) The City is not, nor has it been, in default on any bond issue since December 31,
1975 that would be considered material by a reasonable investor, the City has not undertakEn an
independent review or investigation of securities for which it has served as conduit issuer, and
the City does not believe that any information abaut any default on such securities is appropriate
and would be considered material by a reasanable investor in the Series 2011 Bonds because the
City is not abligated to pay the debt service on any such securities except from payments made
to it by the private companies an whose behalf such securities were issued and no funds of the
City have been pledged or used ta pay such securities or the interest thereon.
(c) The City has at all times complied with all of its prior continuing disclosure
undertakings entered into pursuant to paragraph (b)(5) af Rule 15c2-12.
(d) The City will furnish such informatian, execute such instnunents and take such other
actian nat inconsistent with law in cooperation with the Underwriters as the Underwriters may
reasonably request in order to (i) qualify the Series 2�11 Bonds for offer and sale under the Blue
{22415461;1 } 3
Sky or other securities laws and regulations of such states and other jurisdxctions af the United
States as the Underwriters may designate and (ii) determine the eligibility of the Series 2�11 Bands
for investment under the laws of such states az�.d other jurisdictions, and will use its best efforts to
continue such qua.lifications in effect sa lang as required for the distribution of the Series 2011
Sonds; provided that the City shall not be obligated to take any action that would subject it to
general or speczal 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 prornptly of any proposal to amend or
supplement the Official St.�.tement and wi11 not effect any such amendment or supplement without
such prior notice to the Underwriters. The City will advise the Underwriters promptly of the
institution af any proceedings known to it prahibiting or otherwise affecting the use of the OfFicial
Statement in connectian with the offering, sale or distribution of tk�e Series 2011 Bonds.
6. The Closin�. At or prior to naon, New York City tirne, on November �, 2011, or
at such earlier or later time or date to which the City and the Underwriters �xa.ay mutually agree,
the City will, subject to the terms and conditions hereo�, deliver the Series 2011 Bonds to the
Underwriters in full book-entry form, duly executed, together with the other documents
hereinafter mentioned, and, subject ta the terms and conditions hereof, the Underwriters will
accept such delivery and pay the aggregate purchase prxce of the Series 2011 Bonds as set forth
in Paragraph 1 hereof (such delivery of and payment for the Series 2011 Bonds is herein called
the "Closing"). The Closing shall occur at the offices of the City, or such ather place to which
the City and the Underwriters shall have mutually agreed. The Series 2011 Bonds shall be
prepared and delivered as fully registered bands in authorized denominations and registered in
full book-entzy form in the name of Cede & Co., as norninee of The Depository Trust Company,
New York, New York ("DTC"), and shall be delivered to DTC through the "F.A.S.T."
procedure.
7. Closin� 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
upan the performance by the City of its obligations hereunder, both as of the date hereof and as
of the date of the Closing. Accardingly, the Underwriters' obligations undez� this Bond Purchase
Agreement to purchase, to accept deliveaiy of and to pay for the Series 2011 Bonds shall be
conditioned upon the performance by the City of its obligations to be perfarmed hereunder and
under such dacuments and instruments at ar prior to the Closing, and shall also be subject to the
following additional conditians:
(a) The representations, warranties, covenants and agxeements of the City contained
herein shall be true, carnplete and correct on the date hereof and on and as of the date af the
Closing, as if made on the date of the Clasing;
(b) At or prior to the Closing, the Underwriters sha11 have received copies of each of the
fallowing documents:
(1) An opinion of Bryant Miller Olive, P.A., Band Counsel ("Bond
Caunsel"), 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
{zz4isa61;1} 4
authorizing the Underwriters [and the Bond Insurer] to rely therean as though such
opinion was addressed to the i7nderwriters;
(2) An opinion of Bond Counsel, dated the date of the Closing and addressed
to the Underwriters, in form and substance acceptable to the Underwriters;
(3) An opinion oi the City Attorney, dated the date of Clasing and addressed
to at least the City and the Underwriters, in form and substance acceptable to the
Undez�writers;
(4) A certi�icate, dated the date of the Closing, signed by the City Manager of
the City or ather authorized officer of the City in substantially the form attached hereto as
Exhibit C(but in lieu of or in conjunction with such certificate the Underwriters rnay, in
their sale discretion, accept certi�cates or opinions of Bond Counsel, the City Attorney,
ar of other counsel acceptable to the Underwriters, that in the apinion of such counsel the
issues raised in any pending or threatened litigation referred to in such certificate are
without substance ar that the contentions of all plaintiffs therein are without merit);
(5) The apinion 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 carnpleteness
of the contents of the Official Statement, nothing has come to the attention of said frm
that would cause it to believe that the �fficial Statement (except for the �nancial and
statistical data contained therein and information relating to the book-entry only
registration system as ta which no opinion need be expressed) conta.ins an untrue
statement of a rnaterial fact or omits to state a material fact required ta be stated therein
or necessary to make the statements made therein, in light of the circumstances under
which they were made, not misleading;
(6) Certi�ed copies of the Ordinance and the Resolution;
(7) A capy of the executed Continuing Disclosure Certificate, Escrow Depasit
Agreement and Official Statement;
(8) Evidence of ratings from Fitch Ratings ("Fitch"), Standazd & Poor's
Ratings Services ("S&P") and Moody's Tnvestors Service ("Moody's") on the Series 2011
Sonds of _-, _- and _, respectively [underlying and �,� and _, respectively,
based an the bond insurance policy];
(9) The written consent of Burton and Associates, to the use of their report in
Appendix F of the Preliminary and final Official Statement;
[(� Executed capies of the Series 2011 Bond Insurance Policy along with a
certificate of the Bond Insurer regarding the accuracy of the information in the Of�cial
Statement regazding the Series 2p 11 Sand Insurance Policy and the Bond Insurer and an
opinion af counsel ta the Bond Insurer to the effect that the Series 2011 Bond Insurance
Policy constitutes the legally binding and enforceable obligation of the Bond Insurer
subject ta bankruptcy and other similar laws affecting creditors' rights generally and
subject to gene;ral �quitable principles affecting the remedy of specific performance]; and
{ 22415461;1 } 5
(1D) Such additional legal opuuons, 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 representatians,
warranties, covenants and agreements of the City contained herein and the truth, accuracy
and completeness of the statements and infarmation contained in the Official Statennent
and the due performance or satisfaction by the City on or priox to the date of the Closing
of all agreements then to be performed and conditxons 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 hereaf if, but only if, they are in form and substaxace satisfactary to the
Undervvriters, with such exceptians and modifications as shall be approved by the Underwriters
and as shall not, in the reasanable opinion of the Underwriters, materially impair the investment
quality of the Sez�ies 2011 Sonds.
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 �or the Series 2011 Bonds contained in this Bond
Purchase Agreement, or if the obligatians of the Underwriters to purchase, to accept delivery of
and to pay far the Series 2011 Bonds shall be tez�minat�d for any reason permitted by this Bond
Purchase Agreement, tk�is Bond Purchase Agreement shall terminate and neither the
Underwriters nor the City shall be ur�der any further obligation hereunder, except that the
respective obligations af the CiTy and the Underwriters set forth in Paragraph 9 hereof shall
cantinue in full force and effect.
8. Termination. The Underwriters may terminate this Band Purchase Agreement by
written natice to the City in the event that between the date hereof and the Closing:
(a) the mazketability of the Series 2011 Bonds or the market price thereof, in the
reasonable opinion of the Undervvriters, 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 hereo� (i) enacted or adopt�d by the United States, (ii)
recommended to the Congress or otherwise endorsed for passage, by press release, othex form of
notice or atherwise, by the President of the United States, the Chairman or ranking minority
member of the Committee on Finance af the United States Senate ar the Committee on Ways and
Means of the United States House of Representatives, the Treasury Department o�the United States
or the Internal Revenue Service, or (iii) favorably reported aut af 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 ar regulation (final, temporary or proposed) on behalf of the Treasuxy
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 annoux�cement ar communication issued or sent by the
Treasury Department or the Internal Revenue Service af the United States, or atay comparable
legislative, judicial or administrative development affecting the federal tax status of the City, its
property or income, obligations of the general character of the Series 2011 Bonds, as contemplated
hereby, or the interest therean; or
(b) any legislation, rule, or regulations sha11 be introduced in, or be enacted or
adopted in the State of Florida, or a decision by any caurt af competent jurisdiction within the
State af Florida shall be rendered which, in the reasonable opinion of the Underwriters,
{22415461;1 } (
materially adversely affects th� market for the Series 2011 Bonds ar the sale, at the contemplated
offering prices, by the Underwriters of the Series 2011 Bonds to be purchased by them; or
(c) any amendment to the Official Statement is proposed by the City or deemed
necessary by Bond Coun►sel, ar the Underwriters which, in the reasonable opinion of the
Undervvriters, materially adversely affects the mazket far the Series 2011 Bonds or the sale, at
the contemplated offering prices, by the Underwriters of the Series 2�11 Bonds to be purchased
by them; or
(d) there shall have occurred any autbreak or escalatian of hastility, act of terrorism,
declaration by the United States of a national emergency or waz or other calamity or crisis the
effect of which on iinancial markets is such as to make it, in the judgment af the Underwriters,
impractical ar inadvisable to proceed with the affering or delivery of the Series 2011 Bonds as
contemplated by the Official Statement (exclusive of any amendment or supplement thereta), or
(e) legislation shall be enacted ar adopted, or any actian shall be taken by, or on
behalf of, the Securities and Exchange Cammission which, in the reasonable opinion of Bond
Counsel, has the effect of requiring the cantemplated distribution of the Series 2011 Bonds to be
registered under the Secutities 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
(� legislation shall be introduced by amendment or otherwise in or be enacted by, the
H�use of Representatives or the Senate of the Congress of the United States, or a decision by a
Court of the United States af America shall be rendered, ar 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 gavernmental authority having jurisdiction of the subject matter of the
Series 2�11 Bonds shall have been proposed, issued or made (which is beyond the cont�rol of the
Underwriters ar the City to prevent or avoid) to the efFect that the issuance, offering or sale of
the Series 2011 Bonds as contemplated hereby or by the �fficial Staternent, or any document
relating to the issuance, affering or sale af the Series 2011 Sonds is or would be in violation of
any af the federal securities laws at Closing, including the Securi.ties Act of 1933, as arnended
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 arxd then in effect, or with the purpose or effect of
otherwise prohibiting the affering and sale af abligations of the general character of the Series
2011 Bonds, or the Series 2011 Bonds, as contemplated hereby; or
(g) there shall have occurred, after the signing hereof, either a financial crisis or a
default with respect to the debt obligations of the City or proceedings under the federal or State
of Flarida bankruptcy laws shall have been instituted by the City, in either case the effect of
which, in the reasonable judgment af the Underwriters, is such as to materially and adversely
affect (i) the market price or the marketability of the Series 2011 Bonds, or (ii) the ability of the
Underwriters to enforce contracts for the sale of the Series 2011 Bonds; or
(h) a general banking moratorium shall have been declared by the United States, New
York, North Cazolina or Florida autharities, which in the reasanable opinion of the Underwriters,
materially adversely affects the rnarket for the Series 2011 Sonds or the sale, at the contemplated
offering prices, by the Underwriters of the Series 2011 Bonds ta be purchased by them; or
{22415461;1 } ']
(i) any national secuxi�ties exchange, or any governrnental authoxity, shall impose, as
to the Series 2011 Bonds or abligations of the general character of the Series 2011 Bonds any
material restrictions not naw in force, or increase materially those now in force, with respect to
the establishment of material arestrictions upon trading of securities, including limited ar
minimurn prices, by any gavernrnental authority or by any national securities e�change, which in
the reasonable opinion af the Underwriters, matenially adversely affects the rnarket for the Series
2p11 Bonds or the sale, at the contemplated offering pxices, by the Underwriters of the Series
2011 Bonds to be purchased by thezn; ox
(j) legal action shall have been filed against the City whexein an adverse ruling
wauld materially adv�rsely affect the transactions co�tez�nplated hereby or by the Official
Statement or the validity of the Series 2011 Bonds, the Ordinance, tkie Resolution, the
Continuing Disclosure Certificate, the Escrow Depasit Agreement or this Bond Purchase
Agreement; provided, however, that as to any such litigation, the City may request and the
Underwriters rnay accept an opinian by the City Attorney, Bond Counsel, oar 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 axe
without merit; ar
(k) any information shall have become known which, in the Underwriters' reasonable
opinion, makes untrue, incorrect or misl�ading in any material respect any statement ar
informatian contained in tYae �fficial Statement, as the informatian contained therein has been�.
supplemented or arr�ended by other informatian, or causes the Official Statem.ent, as sa
supplemented ar aunended, to contain an untrue, incorrect or misleading statement af a material
fact or to amit to state a material �act required or necessary to be stated thearein in order to make
the staternents 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
ar supplement the Of�icial Statement; or
(1) an event occuxs as a result of which the Official Statement, as then amended or
supplemented, would include an untrue stateznent of a material fact or omit to state any material
fact which is required or necessary to be stated therein in order ta make the staternents 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 reasanable opinion of the Underwriters, materially adversely affects the
marketability of the Series 2Q11 Bonds or the contemplated affering prices thereof and upon the
xeceipt of notice by the City, the City fails ta promptly amend or supplement the Of�cial
Statement; or
(m) trading in the City's outstanding secunities shall have been suspended by the
Securities and Exchange Commission or trading in securities generally on the New York Stack
Exchange sha'll have been suspended or limited or minimum prices shall have been established
on. such Exchange; or
(n) there shall have occurred since September 30, 2010 any material adverse change
in the affairs of the City fram that reflected in the audited and unaudited financial statements of
the City included in the Official Statement which has a material effect on the market for the
Series 2011 Bonds or the sale, at the contemplated offering prices, by the Undexwriters of the
Series 2011 Bands, other than as previously disclosed to the Uanderwriters in writing.
{ 22415461;1 } $
9. Expenses. The Underwriters shall be under no obligation to pay, and the City
shall pay, any expenses incident ta the performance af the obligations of the City hereunder
including, but not limited to: (a) the cast of preparatian, printing or other reproductian af the
Resolution; (b) the cost of preparation and printing of the Series 2011 Bonds; (c) the fees and
disbursements of Bond Counsel, Disclasure Caunsel and the City Attorney; (d) the fees and
disbursernents of any other experts, consultants or advisors retained by the City; (e) fees for bond
ratings; (� the fees and expenses af the Registrar, the Paying Agent and of their respective
counsel; [(� the costs of the Series 2011 Band Insurance Palicy;] (g) the costs of prepa.ring,
printing and delivering the Preliminary Official Statement, the Official Statement and any
supplements or amendments to either of them; and (h) 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 emplayees; however, the City shall have no obligation to pay any fees, costs ar
ather amounts relating to any supplements or amendments to the Official Statement required as a
result of incorrect information provided by the Undervvriters or to the extent such amendment or
supplement is prepazed after the period described in paragraph 2(c) hereof (provided that far
purposes af this paragraph, the end of the underwriting period shall be deemed to be the date of
the Closing).
The Underwriters sha11 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 connectian with the public off�ring of the Series 2011 Bonds, including the
fees and disbursements of Caunsel ta the Underwriters_ In the event that either party shall have
paid obligations af the oth�r 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
Sond Purchase Agreement may be given by delivering the same in writing at its address set forth
above ta the attention of the City Manager, and any notice ar otl�er communication ta be given to
the Underwriters may be given by delivering the same in writing to Wells Fargo Bank, National
Association, 2363 Gulf-to-Bay Boulevard, Suite 200, Clearwater, FL 33765, Attention: David
R. Thornton.
11 _ Parties in Interest. This Bond Purchase Agreernent 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 hereut�der or by virtue
hereof. All representations, warranties, covenants and agreernents in this Bond Purchase
Agreement shall remain aperative and in full force and effect, regardless of: (i) any
investigations made by or on behalf of the Underwriters; (ii) the delivery of and paymenf for the
Series 2011 Bonds pursuant to this Bond Purchase Agreement; or (iii) any termination of this
Bond Purchase Agreement, but only ta the extent pravided by the last paragraph af Section 7
hereof.
12. Na Advisory ar Fiduciar�,Role. The City acknowledges and agrees that (i) the
purchase and sale of the Series 2011 Bonds pursuant ta this Purchase Contract is an arm's-length
commercial transaction between the City and the Underwriters, (ii) in connection therewith and
with the discussions, undertakings and pracedures leading up to the consuirunation of such
transaction, the Underwriters aze and have been acting solely as principals and are not acting as
the agents or fiduciazies of the City, (iii) the Underwriters have not assurned an advisory or
{22415461;1 } 9
fiduciary respansibility in favor of the City with respect to the offering contemplated hereby or
the discussions, undertakings and proceduures leading thereto (irrespective of whether the
Underwriters have provided other services or aze currently pr�viding other services to the City
on other matters) and the Underwriters have no obligation to the City witk� respect to the offering
contemplated hereby except the obligations expressly set £orth in this Sond Purchase Agreement
and (iv) the City has consulted its own legal, financial and other advisors to the extent it has
deemed apprapriate.
13. Waiver. Notwithstanding any provision h�rein to the contrary, the performance
of any and all obligations of the City hereunder and the performance of any and a11 conditions
cantained herein �ar the benefit of the Underwriters may be waived by the Unde�'writers, in their
sole discretian.
14. Effectiveness. This Band Purchase Agreement sha11 become effective upon the
execution of the acceptance hereof by the Mayor or City Manager and sha11 be valid and
enforceable at the tizne of such acceptance.
15. Counter arts. This Bond Purchase Agreernent 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.
16. Headin�s. The headings of the sections of this Bond Purchase Agreement are
inserted for convenience anly and shall not be deemed to be a part hereaf.
17. Florida Law Govez-ns. The validity, intexpretatian and performance of this Bond
Purchase Agreement shall be governed by the laws ofthe State of Florida.
18. Truth In Bondin�tement. Pursuant to the provisions of Section 218.385(2)
and (3), Florida Statutes, as amended, the Underwriters provide the following truth-in-banding
statement:
(a) The City is issuing $[22,000,000] in aggregate principal amount of the City's
Stormwater System Revenue Refunding Bonds, Series 2�11 (the "Series 2011 Bonds") far the
purposes of: (i) refmancing tk�e Refunded Bonds, and (ii) paying costs and expenses incurred in
connection with the issuance and sale of the Series 2011 Bonds [including but not limited to, the
prernium for the bond insurance policy for the Series 2011 Bonds issued by Assured Guaranty
Municipal Corp. (the "Bond Insurer")]. The Series 2011 Sonds are expected ta be repaid over a
period of approxi�nately years. At a true interest cost af %, total interest paid
aver the life af the obligations will be $
(b) The saurces of repayment for the Series 2011 Bonds are the Net Revenues.
Authorizing the Series 2011 Bonds will result in an average af approximately $ of
Net Revenues not being available to finance other services of the City every year for
approximately _ years. However, the refunding of the Refunded Bonds will result in net annual
savings af approximately $ in each year.
19. Entire A�ment. This Bond Purchase Agreement when accepted by you in
writing as heretofore specified shall constitute the entire agreement between us arid is made
solely for the benefit of the City and the Underwriters (including the successors or assigns of the
City or the Underwriters). No other persan shall acquire ar have any right hereunder or by virtue
{ 22415461;1 � ]. 0
hereof.
WELLS FARGO BANK, NATTONAL ASSOCIATION
RBC CAPITAL MARKETS CORPOR.ATION
MERR.ILL LYNCH, PTERCE, FENNER & SMITH
INCORP�RATED
By: WELLS FARGO BANK, NATIONAL
ASSOCIATI�N
By:
Name: David R. Thornton
Title: Managing Director
Accepted by:
CITY OF CLEARWATER, FLORIDA
By:
Name: Frank Hibbard
Title: Mayor
By:
Name: William B. Horne, II
Title: City Manager
{22415461;] } 11
Maturitv
��ni2oiz
11/1/2013
1,1/1/2014
11/1/2015
11/1/2016
11/1/2017
11/1/2018
11/1/2019
r iiv2ozo
i vvzo2x
i iiiizozz
11/1/2023
I 1/1/2024
11/1/2025
11/1/2026
i iiiiao2�
11/1/2028
11/1/2029
1 l/1/2030
11/1/2031
11/1/2032
EXHIBIT A
TERMS OF BONDS
Maturity Schedule
Principal Interest
Amount Rate Yield Price
*Priced to call date.
Redemption of Series 2011 Bonds
Series 2�X X Bonds Mandatory Sinking Fund Redemption
The Series 2011 Bonds maturing on November 1, 20_ will be subject to nnandatory
redernption prior ta maturity, selected by lot, or in such nnanner as the Registrar rnay deem
appropriate, at a redemption price equal to par plus accrued interest to the rede�nption date, on
November 1, 20 , and each November 1 thereafter, fram amaunts deposited in the Redemption
Account in the Bond Service �'und established by the Ordinance, in the following years and
aznounts as follovvs:
Yeaz
* Maturity
*
{zzai sa6i; i } A-1
Amount
Series 2011 Bonds Optional Redemption .Provisions
The Series 2011 Bonds maturing on November 1, 20 and thereafter will be subject ta
optional redemptian prior to their respective maturity dates beginning on November 1, 20� at
% of the pa.r va.�ue thereof.
{aza�sa6�;� } A-2
EXHIBIT B
CITY �F CLEARWATER, FLORIDA
$[22,000,000]
STORMWATER SYSTEM REVENUE REFUNDING BONDS
SERIES 2011
DISCLOSURE STATEMENT
November , 2011
Mayor and City Council
City of Clearwater, Florida
Clearwater, Florida
Ladies and Gentlernen:
In connection with the proposed issuance by the City of Clearwater, F�orida (the "City"),
of the above-referenced Bonds (the "Series 2011 Bonds"), Wells Fargo Bank, National
Associatian (the "Representative"), as representative of itself, RBC Capital Markets Cozporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Underwriters") have
agreed to underwrite a public offez�ng of the Series 2011 Bonds. Arrangements for underwriting
the Series 2011 Bonds will include a Bond Purchase Agreernent between the City and the
Underwriters.
The purpose af this letter is to furnish, pursuant to the provisions of Section 218.385(6),
Flarida Statutes, as amended, certain infarmation in respect to the arrangernent contemplated for
the underwriting af the Series 2011 Bands as follows:
(a) The nature and estimated arnount of expenses ta be incurred by the Underwriters
and paid by the Underwriters in cannection with the purchase and offering of the Series 2011
Bonds are set forth on Schedule I attached hereto.
(b) No persan has entered into an understanding with the Underwriters, or to the
knowledge of the Underwriters, with the City for any paid ar pramised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary
between the City atid the Underwriters far the purpose of influencing any transaction in the
purchase of the Series 2011 Sonds.
(c) Th.e amount of underwriting spread, including the management fee, expected to
be realized is as fallows:
Series 2011 Bonds:
Average Takedawn
Underwriters' Expenses
Total Underwriting Spread
{22415461;1 } B-1
Dollars Per $1,000 Bond Dollar Amount
,�
(d) No other fee, bonus oz other cornpensation is estimated to be paid by the
Underwriters in connection with the issuance of the Series 2011 Sonds to any person not
regulaxly employed or r�tained 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 T attached hereto.
(e) The name and address of the Undervvriters are set forth below:
Wells Fargo Bank, National Associatian
2363 Gulf-to-Say Boulevard, Suite 200
Clearwater, Florida 33765
Attention: David Thornton.
RBC Capital Markets
100 2"d Avenue South, Suite 800
St. Petersburg, Florida 33701
Bank of America Merrill Lynch
101 E. Kennedy Blvd., 2°d Floor
Tampa, Florida 33602
We understand that you do nat require any further disclosure frorn the Underwriters,
pursuant to Section 218.385(G)(g), Florida Statutes, as amended.
Very truly yours,
WELLS FARGO BANK, NATI�NAL ASSOCIATION
RBC CAPITAL MARKETS CORPOR.ATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INC�RPOR.ATED
By: WELLS FARGO BANK, NATTONAL ASSOCIATION
By:
Name: David R. Thornton
Title: Managing Director
{22415461;1 } Bi-2
SCHEDULE I
ESTIMATED UNDERWRITEAS' EXPENSES
Dollar Amount
Underwriters' Counsel Fee and Expenses
DTC
CUSIP
Misc.
Ipreo
Total Expenses
{22415461;1 } B-3
EXHISIT C
CITY OF CLEARWATER, FL�RIDA
$ [22,000,000]
STORMWATER SYSTEM REVENUE REFUNDING BONDS
SERIES 2011
C��1:i�1�[�l:r��[�]�y�M'1
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 November , 20l 1, among the City, Wells Fargo Bank,
National Association and the ather Underwriters named therein (the "Bond Purchase
Agreement"), with respect to the sale by the City �f the above-referenced bonds (the "Series
2011 Sonds"), are true and carrect 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 perform�d or satisfied at or prior to the date hereof pursuant ta 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: November , 2011
CITY OF CLEARWATER, FLORIDA
By: [Form onlv — do not execute until closin
Name: Williarn B. Horne, II
Title: City Manager
�zzaisab�;a} • G1
EXHIBIT B
FORM OF PRELIMINARY OFFICIAL STATEMENT
Resolution No. 11-20
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I''re/in�i��.n�;y Of/'irini $tnlnnie��.f. !)aCed (Iclqbpr , :I177
��.X�!�zaii� w :��z�� ;e �.r.�r.;���
Ratings: Moody's:
S&P:
(see "KATINGS" herein)
In the opinion of Bond Counsel, assuming continuous cpmpliance with uarious covenants tin the Ordinance (herein de/'ined),
under ezz:sting statutes, regulations and judicial decisions, the interest on the Series 20II Bonds wil! be excluded fronz gross income for
�'ederal income tax purposes to the owners therea%and is not an item of tca� pre/erence for purposes of the /'ederad alternatiue minimum tax
imposed on individuals and corporalions; however, interest on the Series 2011 Bonds will be taken into account to determine adjusted
current earntngs of corporations. See 'i'AX MATTEI�S" herein.
Dated: Date of Delivery
�[Eond Amount]*
CITY OF CLEARWATER, FLORIDA
Stormwater System Revenue Refunding Bonds
Series 2011
Due: November 1, as shown on tk�e in�ide cover page
The Stormwater Syatem Rsvenue Refunding Bonds, Series 2011 (the "Series 2011 Bonds") of the City of Clearwater, Florida (the
"City") are being iseued in fully registered form and, when initially iseued, will be regietered to Cede & Co., as nominee of The Depository Truat
Company, New York, New York. [Regi�trar], [Registrar LocaCion], ia acting as the Paying Agent and Bond Iiegietrar for the Series 2011 Bonds.
The 5eries 2011 Bonds will be purchased in book-entry form only, in the denomination of $5,000 or any intsgral multiple thereof. There will be
no phyeical delivery of bond certiiicates to individual Bondholders. Interest on the Seriea 2011 Bonde will be payable eemi-annually beginning
on May 1, 2012 and on each May 1 and November 1 thereafter. Principal of and premium, if any, on the $eries 2011 Bonds will be payable at
maturity or upon redemption prior to maturity.
The Series 2011 Bonds are suhject tp redemption prior to maturity as described hereitt.
The Series 2011 Bonds are being issued pursuant to the authority of and in full compliance with the charter of the City, the
Constitution and the lawa of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and
Ordinance Np. fi378-99 enacted by the City on April '7, 2002, as amended and eupplemented by Ordinance No. 6931-02, enacted by the City on
July 18, 2002, as further amended and supplemented (the "Qrdinance") for the purppse of (i) refunding and redeeming $[Refunded $onds
Amount] Outstanding principal amount of the City's Stormwater System Ii.evenue Bonds, Serie� 20�2; and (u) paying certain costs of issuance of
the Series 2011 Bonds. The Series 2011 Bonds and the intereat thereon are payable solely frqm the Pledged Ftevenues, which conaiet of Net
R,evenues derived from the operation of the System and with respect to each Seriea of Bonds, the moneya on deposit in the various funde and
accounts created pursuant Co the Ordinance allocable to such Series of Bonde, with the exception of the Rebate Fund. The 5eries 2011 Bonds are
issued on a parity with certain Outstanding Bonds of the City, as mpre particularly described herein and the Ordinance permits the iseuance of
A.dditional Parity Obligations payable £rom the Net Revenues upon the conditions deacribed herein under the caption "SECURITY FOR THE
SERIES 2011 I30NDS - Additional Parity �bligatione."
AMOUNTS, INTEREST RATES, MATUIiITI�S, YIELDS AND CUSIPS
(See Inside Cover Page)
This cover pa�e contains certain information for quick referenpe pnly. It is aot a summary of the issue. Inveatora must
read this entire Oflxoial Statement to obtain infor�xation es�ential to the makiag of an informed investment decision.
The Series E017 Bonrls are ofjered mhen, as and if issued and accepted by the Underwriters subject to the approval of
degality by Bryant Mdlier Oliue P.A., Tallahassee, Flordda, Sond Counsel. Certain oiher iegad matters wild be pasaed upon for the
City by Pamela K Akin, Esquire, Gity Attorney, and by Na6ors, Gi6lin & Nickerson, P.A., Tampa, Flordda, Disclosure Counsel to the
Cdty. (Underwriter's CounselJ, (UC LocationJ is seruing as counsed to the underwriters. Raymond James & Associates, Inc.,
Oriando, Fdorida $s serving as Financial Advisor to the City. It ia expected tkat ihe Series EOII Sonds, in de�nitive book-ent�y
form, wdld be avaida6de%r delivery through DTC in New York, New York on or' about NovemBer , EOYl.
October .2011
x Preliminary, subject to change.
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS
AND CUSIF NUMBEKS
Maturity Principal Interest
November 1 Amount Rate Yield CUSIP
* The City is not responsible for the use of CUSIP numbers, nor is any representation made as to their
correctness. They are included solely for the convenience of the readers of this �fficial Statement.
CITY OF CLEARWATER, FLORIDA
��i z��a�a�t�r*�r��
I��:1�[i�
Frank Hibbard
C���I�Ii��L� � �
George N. Cretekos (Vice-Mayor)
John Doran
Bill Jonson
Paul F. Gibson
APPOINTED OFFICIALS
Williarn B. Horne, II, City Manager
Pamela K. Akin, Esq., City Attorney
Brian J. Ravins, CGFO, Finance Director
I :���� IIK�����.��
Bryant Miller Olive P.A.
Tallahassee, Florida
FINANCIAL ADVISOR
Raymond James & Associates, Inc.
�rlanda, Florida
DISCLOSURE COUNSEL
Nabors, Giblin & Nickerson, P.A.
Tampa, Florida
REGISTRAR AND PAYING AGENT
[Paying Agent]
[Paying Agent Location]
No dealer, broker, salesman or ather persan has been authorixed to give any
information or to make any representatians, other than those contained in this
Official Statement, in c�nnection with the offering of the Series 2011 Eorids described
herein, and if given or made, such inforrnation or representatians must not be relied
upan as having been authorized by the City or the Underwriters. This Official
Statement does not canstitute an offer to sell the Series 2011 Eonds or a salicitation
oi an offer to buy nor shall there be any sale af the Series 2011 Bonds by any person
in any jurisdiction in which it is unlawful for such persoxx to make such offer,
solicitation or sale. The information set farth 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 nat to be construed as a representation or contract,
by the Underwriters. The informaiioxi and exprESSions af apinion herein are subject
to change without notice and neither the delivery of the Of�icial Statemex�t nor any
sale ma.de hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the City since the date hereof.
The Series 2011 Sonds have not been registered with the Securities and
Exchange Cornmissian under the Securities Act of 1933, as arnended, nor has the
Ordinance been qualified under the Trust Indenture Act of 1939, as amended, in
reliance upon exemptions cantained in such acts. The registration ar qualification of
the Series 2011 Eonds in accordance with applicable provisions of the securities laws
of the States, if any, in which the Series 2011 Bonds have been registered o�r quali�ed
and the esemption from registration or qualificatian in certain other states cannot be
regarded as a recomrnendation thereo% Neither these States nor any of their
agencies have passed upon the merits of the Series 2011 Bonds or the accuracy or
completeness of this Official Statement. Any representation to the contrary may be a
crimitial of%nse.
The Underwriters have reviewed the information in this �i�cial Statement
pursuant ta their responsibilities to investars under the federal securities laws, but
the Underwriters do not guarantee the accuracy ar completeness of such
information.
TABLE OF CONTENTS
Page
INTRODUCTORYSTA'1'EMENT----� ..........................................................................................................1
THEREFUNDTNG PROGRAM ---•--•-------------•-----------��--�--��-�--�--.............-�------�--.................-----�-------�------�---�
DESCRIPTION OF THE SERIES 2011. BONDS ...................................................................................... 3
General....................................•-••----------�-----�----�--------�--�--�--....-------�-�---------.......-�----.....-�---........------------.3
OptionalRedemption.-•--------�-�-----��-�-------------�-----•--•----�----•-•--------�---��--�--•�-�-�--•---........................---•--•--..4
MandatoryRedemption ...............•--••----••-------.......----�-��----------------�-��-�----........---�----�--•-------�--�---•----•------4
Noticeof Redemption-•-----�------•--------�-��-�-------------------------�-------------------....--------•------•---........................_..5
Book-Entry Only System-------------��----------•--..........................................................................................5
SECURITY FOR THE SERIES 2011 BONDS ........................................................................................... $
General..........................................•---------�---�----------------�-----��-�-------------------............................................ $
Series 2011 Bonds Not a Debt of the City .........................................................................................11
Outstanding Parity Obligations.-----•--•-----•-------•---------••--------•----------•--•--•--• ......................•--................11
DEST SERVICE REQiJIREMENTS ...............................�--�------------�-----•�-.....-�-----�-�-------------�--�-------�---��---12
SOURCESAND USES OF FUNDS .............................�-•-----�-��-----�--�---------........--�----�---------......-�-------------13
THE STORMWATER MANAGEMENT SYSTEM--------------------------------------------------------------------•----.........14
PhysicalDescription ..............................................••--•--•-•-----••---............---•--•-••----••---•---...--------••---------14
Management and Maintenance ..............................•-•--•--.....----•--••------•--•--....-----•---------........-------•--.....14
Establishment of Rates, Fees and Charges; Rate Study ..................................................................15
Capital Expenditures; Na Additional Bonds; Potential Regulatory Costs ......................................15
Rates, Fees and Charges ....--�----�--.....-• ...............................................................................................16
HistoricalNet Revenues --�� .................�----�--�-----------....--•-----•-�--.....----•�---------..................._...................17
FINANCIALSTATEMENTS.-•--------------•--�-----�----�•----...........----•---•-•-•--....-�--•--••---.....................................17
INVESTMENT POLICY OF THE CITY--------------�--...----.........................-�----...........................................17
LEGAI.ITY FOR INVESTMENT ....................•-•-------�--�--��-�-�---�-�-------------.........----....---•--......---................18
TAXMATTERS ...............................................•--------------�--------..................-�-----......--------.....-----�-�------�--...._ 18
General--•---•--�----�--�---�------�� ..................................................................................................................18
Tax Treatment of Original Issue Discount ........................................................................................19
Tax Treatment of Bond Premium ----• ...............................................••-•---...........................................20
R,ATINGS .......................•---•-.............---........----.....-�-------------------•-�•-------........-----�---...-----............................ 20
LITIGATION...............................................•-••--�-------�-------........------��-�-----------�----��------...-�-----•--..............._._ 20
VERIFICATION OF MATHEMATICAL COMPUTATIONS ................................................................. 21
ADVISORS AND CONSULTANTS .......................................................................................................... 21
CONTINUING DISCLOSURE ---------•--�--•--• ..............................................................................................22
ENFORCEABILITY OF REMEDIES--•--•--• .................................•--...--•--•-----..................-•---..................... 22
CERTATN LEGAL MATTERS----------��-�--------� .....................��-------�----------.........------�----�--�--�--�-----............---22
DISCLOSURE REQUIRED SY FLORIDA BLUE SKY REGULATIONS ............................................ 22
FINANCI.AL ADVISOR----� ........................................................................................................................ 23
i7NDERWRITING---�--�-� .......................................................................•�-------------�--------••------............---...... 23
MISCELLANEOUS................................................................................................................................... 23
Appendices:
Appendix A General Description of the City and Selected Statistics
Appendix B Excerpts from the Gity's Comprehensive Annual Financial Report for the
Fiscal Year Ended September 30, 201p
Appendix C Conformed Copy of Amended Ordinance
Appendix D Form of Continuing Disclosure Certificate
Appendix E Farrn of Bond Counsel Opinion
Appendix F Revenue Sufficiency Analysis (Rate Study)
ii
OFFICIAL STATEMENT
$[Band Amount]*
CITY OF CLEARWATER, FLORIDA
STORMWATER SYSTEM REVENUE REFUNDING BONDS, SERIES 2011
INTRODUCTORY STATEMENT
The purpose of this Official Statement, which includes the cover page and the
Appendices, is to provide infarmation concerning the City of Clearwater, Florida (the "City") and
the City's $[Bond Amount]* Stormwater System Revenue Refunding Bonds, Sexies 2011 (the
"Series 2011 Sonds"). The Series 2011 Bonds are issued pursuant to the authority of and in full
compliance with (a) the charter of the City, (b) the Constitution and the laws of the State of
Flozida, particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of
law, and (c) Ordinance No. 637$-99 enacted by the City on April 15, 2002 (the "Ordinance"), as
amended by Ordinance No. 6931-02, enacted by the City on July 18, 2002, as supplemented.
The Series 2011 Bonds are being issued for the purpose of (i) providing sufficient funds
to pay and redeem $[Re£unded Bonds Amount] a£ the City's Stormwater System Revenue
Refunding Bonda, Series, 2p02 (the "Series 2002 Bonds"), which are currently Outstanding in
the aggregate principal amount of $20,295,000 (the "Refunded Bonds"); (ii) iunding the Reserve
Account in the Reserve Fund in an amount equal to the Reserve Requirement applicable to the
Series 2011 Sonds, and (ii) paying certain costs of issuance of the Sezies 2011 Bonds, including
the underwriter's discount. The Series 2011 Bonds and the interest thereon are payable salely
from the Pledged Revenues, which are comprised of Net Revenues derived from the operation of
the System and with respect to such Series of Bonds, the moneys on deposit in the various funds
and accounts created pursuant to the Ordinance allocable to each Series of Bonds, with the
exception of the Rebate Fund. After giving effect to the refunding undertaken with the proceeds
of the Series 2011. Bonds, the City will have Outstanding under the Ordinance $12,405,000 City
o£ Clearwater, Florida Stormwater System Revenue Bonds, Series 2004 and $6,325,000 Ci.ty of
Clearwater, Florida Stormwater System Revenue Bonds, Series 2005, all of which rank on a
parity with the Series 2011 Bonds as to the pledge of the Net Revenues.
Neither the Series 2011 Bonds nor the interest thereon constitute a general obligation or
indebtedness of the City within the meaning of any constitutipnal, statutory or charter
provision or limitation. No owner or owners of any Sexies 2011 Bonds shall ever have the right
to compel the exercise of the ad valorem taxing powex of the City, or any other taxing power in
any form on any real or personal property of the Ci.ty, to pay the Series 2011 Bonds or the
interest thexeon. The City shall not be obligated to pay the Series 2011 Bonds or any intere�t
therean except from the Pledged Revenues, in the manner provided in the Ordinance referred to
herein.
* Preliminary, subject to change.
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) which will always pxovi.de Nei Revenues in each year sufficient to pay one
hundxed fifteen percent (115%) of the Bond Service Requirement becoming due in such year on
the Outstanding Bonds.
The City may issue Additional Parity Obligations, payable on a parity from the Net
Revenues with the Series 2011 Bonds, for the purpose of refunding a part of the Outstanding
Sonds, or financing the cost of exteneions, additions and improvements to the System and far
the acquisition and construction of, and extensions and improvements to stoxmwater
management 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 ta the Maximum Bond Service R,equirement of all Bonds Outstanding
after the issuance of such Additional Parity Obligations can be met. Such historical Net
Revenues may be adjusted by the Consulting Engineer as provided in the Ordinance.
Definitions of certain woxds and terms having initial capitals used herein and in the
Ordinance (as defined below in "Authority For Issuance") are contai.ned in the "Confoxmed Copy
of Axnended Ordinance" in Appendix C hereto.
The references, excerpts and summaries of all documents referred ta herein do not
purport to be coxnplete statements of the provisions of such documents, and reference is directed
ta all such documents for fu11 and comp]ete statements of all matters of £act relating to the
Series 2011 Bonds, the security for the payment of the Series 2011 Bonds, and the rights and
obligations of holdexs thereof. The information contained in this Official Statement involving
matters of opinion or of estimates, whether ox not so expressly stated, are set forth as such and
not as representations of fact, 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 2011 Bonds.
THE REFUNDING PRUGRAM
Proceeds of the Series 2011 Bond� 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/ar direct obligation,s o£ the United States in order to
provide sufficient funds on [Escrow Matur�ity Date], to pay and redeem all of the �utstanding
Series 2002 Bonds (the "Reiunded Sonds"), at the redemption price of []% of the principal
amount thereof, together with accrued and unpaid interest thereon.
Upon issuance of the Series 2011 Bonds and based upon the deposit into the Escrow
Fund of the cash and/or dixect obligations inta 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 Bonde will no langer be
outstanding for purposes of the resolution under which they were issued and the pledge of and
�
lien on the Pledged Funds created by or pursuant to said Resolution with respect to such
Refunded Bonds will cease, terminate and be discharged.
DESCRIPTION OF THE SERIES 2011 SONDS
General
The Series 2011 Bonds will be dated the date of initial issuance and delivery. The Series
2011 Bonds will bear interest at the rates and mature on November 1 in the amounts and at the
times set farth on the cover page of this Official Statement. The Series 2011 Bonds are to be
issued as fully registered bonds in denominations of $5,000 or integral multiples thereof.
Interest on the Series 2011 Bonds will be payable semiannually on May 1 and November 1 of
each year, commencing May 1, 2012, by check or draft mailed to the registered owners, at their
addresses as they appear on the registration books o£ tk�e City maintained by the Bond
Registrar, as of the 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 2011 Bonds may receive interest by wire transfer, at the �wner'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.
[Registrax], [R.egistrar Location], ia acting as Paying Agent and Bond Registxar for the Series
2011 Bonds.
The Series 2011 Bonds will be initially issued in the form o£ a single fully registered
Bond for each nnaturity of the Series 2011 Bonds. Upon initial issuance, the ownexship of each
such Sexies 2011 Sonds will be registered in the registration books kept by the Bond Registrar,
i.n the name of Cede & Co., as nominee of The Depositozy Txust Company, New York, New York
("DTC"). While held in book-entry farm, all payments of principal, interest and
premium, if any, on the Series 2011 Sands will be made to DTC or the DTC Nominee
as the sole registered owner of the Series 2011 Bonds and payments to Senefxcial
Owners will be the respansibility of DTC and the DTC Participants as described
below. See "Book-Entry Only System."
With respect to Series 2011 Bonds re�istexed in the name of Cede & Co., as nominee of
DTC, neither the City, nor the Paying Agent will have any responsibility or obligation to any
DTC Participant or to any indirect DTC Participant. See "Book-Entry Only System" for the
definition of "DTC Participant." Without limiting the immediately preceding sentence, neither
the City nor the Bond Registrar and the Paying Agent vcrill have any responsibility or obligation
with respect ta: (i) the accuracy of the records of DTC or any DTC Participant with respect to
any ownership interest in the Series 2011 Banda; (ii) the delivery to any DTC Participant or any
other person other than a registered owner, as shown in the registration books kept by the Bond
Registrar, of any notice with respect to the Series 2011 Bonds, including any notice of
redemption; or (iu) the payment to any DTC Participant or any other person, other than a
xegistered owner, as shown in the registration books ke�t by the Bond Registrar, of any amount
with respect to principal of, premium, if any, or interest on the Series 2011 Bonds. The City,
the Bond Registrar and the Paying Agent may treat and consider the person in whose name
each Serzes 2011 Bonds is registered in the registration books kept by the Sond Registrar as the
holder and absolute owner of such Bond for the purpose of payment of principal of, premium, if
any, and interest with respect to such Bond, for the purpose of giving notices of redemption and
other matters with respect to such Bond, for the purpose of registering transfers with respect to
such Bond, and for all other purposes whatsoever. The Paying Agent will pay all principal of,
premiunn, if any, and interest on the Series 2011 Bonds only ta or upon the order of the
respective registered owners, as shown in the registration books kept by the Bond Registxax, or
their respective attorneys duly authorized in writing, as provided in the Ordinance, and all such
payments will be valid and e£fectual to satisfy and discharge the City's obligations with respect
to payment of principal of, premium, if any, and interest on the Series 2011 Bonds to the extent
of the sums so paid. No person other than a registered owner, as shown in the re�istration
books kept by the Bond Registrar, will receive a certificated Bond evidencing the obligation of
the City to make payments of principal of, premium, if any, and intexest an the Series 2011
Bonds pursuant to the provisions of the Ordinance.
Optianal Redemption
The Series 2011 Bonds maturing on or before November 1, [] are not callable prior
to their maturi.ty dates. The Series 2011 Bonds maturing after November 1, [] are subject to
optional redemption by the City, on and after November 1, [ ], as a whole or in part at any
time thereafter, from the maturities selected by the City, and by lot within a maturity if less
than an entire maturity is redeemed, at the redemption price of the par amount thereof,
together with accrued interest to the date of redemption.
Mandatary Redemptian
The Series 2011 Bonds maturing on November 1, will be subject to mandatory
redexnption prior to maturity, by lat, in such manner as the Registrar may deem apprapriate, at
a redemption price equal to the principal auxount thereof plus interest accrued to the
redemption date, on November 1, , and on each November 1 thereafter, in the following
principal araounts in the years specified:
Amortization Amartization
Year Installment X�a� Tnstallment
�
As long as the book-entry-only system is used £or determining beneficial ownership of the
Series 2011 Bonds, notice of redemption will ax�)y be sent to Cede & Co. Cede & Co. will be
responsible fox notifying the DTC Participants, who will in turn be responsible for notifying the
Seneficial Owners (as such terms are described below under the heading "Book-Entry Only
System"). Any failure of Cede & Co. to notify any DTC Participant, or of any DTC Participant
to noti�fy the Beneficial Owner of any such notice, will not affect the validity of the redemptian of
the Series 2U 11 Bonds.
N�tice of Redemption
Not less than 30 days prior to the expected redemption date, natice of such redemption
shall be filed with the Paying Agent and shall be mailed, postage prepaid to all registered
owners of the Series 2011 Bonds to be redeemed at their addresses as they appear on the
registration books. Failure to give such notice by mailing to any registered owner, or any defect
therein, shall nat affect the validity of any proceeding for the redemption of other Series 2011
Bonds. Interest shall cease to accrue on any Series 2011 Bands duly called for prior redemption,
after the redemption date, if payment thereof has been duly provided.
Book-Entry Unly System
The Series 2011 Bonds will be available in book-entry form only, in denominations of
$5,000 or any integral multiple thereo£ Purchasers of the Series 2011 Bonds will not receive
certificates representing their interests in the Series 20�.1 Bonds purchased. The Underwriter
is to confirm original issuance purchases with statements containing certain terms of the Series
2011 Sonds purchased.
The following information regarding The Depository Trust Company, New York, New York
("DTC") and the book-entry only system of registxation has been obtained by the City from DTC.
No repxesentation is made by the City as to its accuracy or correctness.
DTC will act as securities depasitory for the Series 2011 Bands. The Series 2011 Sonds
will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership
nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered bond certificate will be issued for each maturity of the Series 2011 Bonds and
will be depasited with DTC.
DTC, the world's largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a"banking organization" within the meaning of
the New York .Bankin� Law, a member of the 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 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC's participants (the "Direct Participants") deposit with DTC. DTC also
Facilitates the post-trade settlennent among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized book-entry transfers and
pledges betwe�n Direct Participants' accounts. This eliminates the txeed 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 is the halding company for DTC, National Securities Cleaxin.g Corporation and Fixed
Income Clearin� Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S. and non-U.S. securities brakers and dealers, banks, trust companies, and clearing
corporatians that clear through or maintain a custodial relationship with a Dixect Pax�ticipant,
either directly or inclirectly (the "Indirect Participants")_ DTC has a Standard and Poor's rating
af AA+. The DTC rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at vvww.dtcc.com.
Purchases of the Series 2011 Bonds under the DTC system muet be made by or through
Direct Participants, which will receive a credit for such Seriea 2011 Bonds on DTC's records.
The ownership interest of each actual purchaser of each Series 2011 Bond ("Beneficial Ownex")
is in turn to be recorded on the Direct and Indaxect Participants' records. Beneficial Owners will
not receive written confirrnation fram DTC of their puxchase. Seneficial 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. �4ansfers af ownership intexests in the Sezies
2011 Bonds are ta be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf af the Beneficial 4wners_ Beneficial Ownexs will not receive
certificates representing their ownexehip interests in the Series 2011 Bonds, except in the event
that use of the boak-entry system for the Series 2011 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2011 Bands 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 of DTC. The deposit of Series 2011
Bonds with DTC and their xegistxation in the name of Cede & Co. or such other DTC nom.inee
do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Series 2011 Bonds; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series 2011 Bonds are credited, which may or may not be
the Beneficial Owners. The Direct and Indirect Participants will remain responsible far keeping
an account of their holdings on behalf of their customers.
Conveyance o£ natices and other communications by DTC to Direct Participants, by Direct
Participanta to Indaxect Participants, and by Direct Participants and Indirsct Participants to
Beneficial Owners will be governed by arrangements made among them, subject ta any
statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all af the Series 2011 Bonds are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such Sonds, as the case may be, to be redeemed.
G
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to the Sexies 201J. Bonds unless authorized by a Direct Participant in accordance with
DTC's MMI Procedures. Under its usual procedures, DTC mai].s an Omnibus Proxy to the City
as soon as possible after the recard date. The Omnibus Proxy assigns Cede & Co.'s consenting
or voting rights to those Direct Participants to whose accounts the Series 201J. Bonds are
cr�dited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceede, distributions, and dividend payments on the Series 2011 Bonds will
be made to Cede & Co., or such ather nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Paxticipants' accounts, upon DTC's
receipt of funds and corresponding detail information from the City or the Registrar on the
payable date in accordance with their respective holdings shown on DTC's recoxds. Payments
by Participants to Seneficial Owners will be governed by standing instructions an.d customary
practices, as is the case with securities held fox the accaunts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant and not o£ DTC,
the Registrar or the City, subject to any statutory or xegulatory requirements as may be in
effect from time to time. Payment of redemption pxoceeds, distri�butions, and dividend
payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the respansibility of the City and/or the Paying Agent for the Series
2011 Bonds. Disbursement of such payments to Direct Participants will be the responsibility of
DTC, and disbursement of such payments to the Bene�icial Owners will be the responsibility of
the Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
Series 2UJ.1 Bonds at any time by giving reasonable notice to the City. Under such
circumstances, in the event that. a successor securities depository is not obtained, Series 2011
Bond certificates are required to be printed and delivered.
The City may decide to discontinue use of the systezn af book-entry-only transfers through
DTC (or a successor securities depository). In that event, Series 2011 Bond cextificates will be
printed and delivered to DTC.
In the event that the book-entry only system is discontinued, the following provisions will
govern the transfer and exchange of Series 2011 Bonds. The Series 2011 Bonds will be
exchanged for an equal aggregate principal amount of corresponding bonds in other authorized
denominatione and of the same series and matuxity, upon surrender thereof at the principal
corporate trust office of the Bond Registrar. The transfer of any Series 2011 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 of transfex of such Sexies 2011 Bonds, along with the social
security number or federal employer identification number af such transferee. The City and the
Bond Registrar may charge the xegistered owners a sum sufficient to reimburse them for any
expenses incurxed in making any exchange ar transfer after the first such exchange or transfer
follovtring the delivery of the Series 2011 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
7
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 2011 Sonds shall
be delivered. Neither the City nox the Bond Registrar shall be required to register the transfer
or exchange of any Series 2011 Bonds during the period commencing on the fi£teenth 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 af any proposed redemption af a Sexies
201.1 Bonds, after such Series 2011 Bonds or any portion thereof has been selected for
redemption.
SECURITY FOR THE SERIES 2011 SONDS
General
Net Revenues. The principal of and premium, if any, and interest on the Series 2011
Bonds are payable solely from and secured by an irrevocable first lien upon and pledge of the
Net Revenues (as hereinafter de�.ned) derived and collected by the City from the operation of
the storxnwater management system oF the City (the "System"). "Net Revenues" are defined by
the Ordinance to include all income or earnings, including any incame from the investment of
funds, derived by the City from the aperation o£ 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, far extraordinaxy repairs or any allowance
for depreciatian.
The Series 2011 Bands do not constitute a general andebtedness of the City within the
meaning of any constitutional, statutory or charter provisian or limitation. The principal of and
interest on the Series 2011 Sonds and all required reserve and other payments shall be made
solely from the Net Revenues. The City shaA never be required to levy ad valorem taxes on any
property therein to pay the principal of and interest on the Series 2011 Bonds ar to make any of
the required debt service, reserve or other payments, and any failure to pay the Series 2011
Sonds 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, revise
from time to time when.ever necessary, maintain and collect al.ways such fees, rates, rentals and
other charges for the use of the products, services and facilities of the System which will always
provi.de Net Revenues in each year sufficient to pay one hundred fifteen pexcent (115%) of the
Bond Service Requirement coming due in such year on the Outstanding Bonds. Such rates,
fees, rentals or other charges may not be reduced so as to rendex them insufficient to provide
revenues for the purposes provided therefor by the Ordinance.
Reserve Fund. The Ordinance creates a separate account in the Reserve Fund to be
funded, or into which there is required to have been deposited a reserve fund surety policy
providing coverage, in an amount equal to the Resexve Requirement applicable to the respective
series af Bonds issued under the Ordinance. The City wi�ll satisfy the Reserve Requirement
applicable to the Series 2011 Bonds with a cash deposit equal to the applicable Reserve
8
Requirement from a tranafer of funds on deposit in the Reserve Account established for the
Series 2002 Bonds.
Additional Parity Obligations. Additional Parity Obligations, payable on a parity
from the Net Revenues with the Series 2011 Bonds, may be issued for the purpose of refunding
a part of the outstanding Bonds or financing the cost of extensions, additions and improvem�ents
to the System and for the acquisition and construction o�, and extensions, additions and
improvements to stormwater management systems which are to be consolidated with the
System and operated as a single combined utility. Additional Parity Obligations, other than for
reFunding purposes, will be issued only upon cozxzpliance 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 Dixector stating: (a) that the books and records of the City relative to the System
and the Net Revenues have been reviewed by an independent certified public accountant; and
(b) the amount of the Net Revenues dezived for any consecutive twelve (12) months nut of the
preceding twenty-four (24) months preceding the date of issuance of the proposed Additivnal
Parity Obligations as adjusted pursuant to paragraphs 2, 3, 4 and/or 5 below, is equal to not less
than 120% of the Maximum Band Service Requirement becoming due in any Fiscal Year
thereafter on (i) all Bonds issued under the Ordinance, if any, then Outstanding, and (ii) on the
Additional Parity Obligations with respect to which such certificate is made.
(2) Upon recommendation of the Consulting Engineers, the Net Revenues
certified pursuant to paragxaph 1(b) above may be adjusted by including: (a) 1Q0% of the
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 Parity Obligations are
issued, af such rate increases had been implemented during the test period described in
paragraph 1(b) above, and (b) 100% of the additional Net Revenues estimated by the Consulting
Engineer to be derived during the first full twelve month period after the facilities of the System
are extended, enlarged, improved or added to with the proceeds of the Additional Parity
Obligations with respect to which such certiiicate i.s made.
(3) Upan recommendation of the Consultzng Engineers if the Additional
Parity Obligations are to be issued for the purpose of acquiring an existing stormwater system
and/or any othex utility system, the Net Revenues certified pursuant to paragraph 1(b) above
may be adjusted by including: SO% of the additianal estimated Net Revenues which in the
written opinion of the Consulting Engineers will be derived from the acquired facility during the
first full ] 2-month period after the issuance of such Additional Parity �bligatipns (the
Coneulting Engineers' report shall be based on the actual operating revenues af the acquired
utility £or a recent 12-month period adjusted to reflect the City's ownership and the City's rate
structure in effect with respect to the System at the time o£ the issuance of the Additional
Parity Obligations).
(4) Upon recommendation of the Consulting Engineer, if the City shall have
entered into a contract, which contract shall be for a duration af not less than the final maturity
of the proposed Additional Parity Obligatione, with any public bady, whereby the City shall
��
have agreed to furnish any services creating Gross Revenues, then the Net Revenues certified
pursuant to paragxaph 1(b) above may be increased (to the extent such amounts were not
otherwise xeflected in such Net Revenues) by the minimum amount which the public body shall
guaxantee to pay in any one year iar the furnishing of services by the City, after deducting fram
such payment the estimated Cost of �peration and Maintenance attributable in such yeax to
such services.
(5) Upan recommendations of the Consulti.ng Engineers, if thexe is an
estimated increase in Net Revenues to be received by the City as a result of additions,
extensions or improvements to the System during the period of three (3) years following the
completion of such additians, extensions or impxovements financed with the proceeds af Bonds
or Additional Parity Obligations, then the Net Revenues certified pursuant to para�raph 1(b)
above shall be increased by fifty percent (5�%) of the average annual additional Net Revenues
calculated for such thxee year period.
(6) The City need not comply with the provisions of paragraph 1 above if and
to the extent the Bonds to be issued are refunding bonds, and if the City shall cause to be
delivered a certificate of the Finance Director setting forth the Bond Service Requirements (i)
for the Bonds then Outstanding and (u) for all Series of Bonds to be i_mmediately Outstanding
thereafter and stating that the Bond Sexvice Requirements in any particular year pursuant to
(ii) above is not gxeater than the Bond Service Requiremente in the corresponding year set forth
pursuant to (i) above.
(7) The City need not comply with the provisions of paragraph 1 above if and
to the extent the Bonds to be issued are for the purpose of providing any necessary additional
funds required for completion of any improvements to the System ("Completion Bonds") if
originally financed with the proceeds of Bonds; provided that such Completion Bonds for which
the City need not comply with the provision of such paragraph (1) abave may not exceed 10% of
the total principal amount of Sonds estimated to be required for such improvements to the
System at the time of issuance of the initial Series of Bonds to finance such i_mprovements.
(8) The City shall not be in default in the carrying out of any af the
obligations assumed under ihis Ordinance and no event of default shall have occurred under
this Ordinance and shall be continuing, and all payments required by this Ordinance to be
made into the funds and accounts established hereunder shall have been made to the full extent
required.
(9) The ordinance or resolution authorizing the issuance of the Additional
Paxity Obligations shall recite that all of the covenants cantained herein will be applicable to
such Additional Parity Obli�ations.
See Appendix C, "Conformed Copy of Araended Oxdinance:'
10
Series 2011 Bonds Not a Debt of the City
The Series 2011 Bonds shall not constitute a general obligation or indebtedness of the
City within the meaning of any consti.tutional, statutory or charter provision or limitation, and
no Sondholder shall ever have the right to compel the exercise of the ad valorem taxing power of
the City ox taxation in any form of real ar personal property therein for the payment of the
principal of and interest on the Series 2011 Bonds or to compel the City to pay such principal
and interest from any other funds of the City except the Pledged Revenues. The Series 2011
Bonds shall not constitute a lien upon any property of or in the City, but shall constitute a lien
only on the Pledged Revenues all izx the manner provided in the Ordinance.
Outstanding Parity Obligations
Aftex giving effect to the refunding of the Series 2002 Bonds, in addition to the Series
2011 Bonds, there will be Outatanding under the Ordinance $12,405,�00 of t�ae City's
Stormwater System Revenue Bonds, Series 2004 and $6,325,000 of the City's Stormwater
System Revenue Refunding Bonds, Series 2005, all of which rank on a parity wi.th the Series
201.1. Bonds as to the pledge of the Net Revenues. It is anticipated that the City may issue
Additional Parity Obligations in 2012 and 2014 to fund additional capital i_mprovements to the
stormwater system.
11
Fiscal
Year
Endin
�011
2012
�o1s
2014
2015
2016
2017
2p18
2019
2020
2021
2022
2023
2024
2025
2p26
2027
202$
2U29
2030
2031
2032
2033
Totals
DEBT SERVICE REQUIREMENTS
Parity Sonds Series 2011 Series 2011
Debt Bonds Bonds
Service Principal Interest
12
Series
2p11
Bonds
Total
SOURCES AND USES OF FUNDS
SOURCES OF FUNDS
Par Am.ount of Bonds
Accrued Interest
Less: Net Original
Issue Discount/Premium
Transfer from Series 2002
Reserve Account
TOTALSOURCES
USES OF FUNDS
Deposit to Debt Service Fund
Deposit to Series 2011 Reserve
Account in the Reserve Fund
Deposit to Escrow Fund
Costs of Issuance (1)
TOTAL USES
(1) Includes costs of issuance and underwriter's discount.
13
THE STORMWATER MANAGEMENT SYSTEM
Physical Description
The City of Clearwater was created in 1923 by Chapter 9710, Special Laws of Florida,
with all govex�nmental, corporate and proprietary powers to enable it to conduct municipal
government, perfoxm municipal funetions and render municipal sexvices, and to exercise any
power for municipal purposes except where expressly prohibited by law. A major municipal
iunction af the City of Clearwater is the efficient, economic, and safe operatian nf the City
stormwater infrastructure for the health, safety, and general welfare of the public. The
management o� stormwater in the City was established in 1991 as a city utility enterprise in
accordance with Florida Statutes and funded by a stormwater utility fee for stormwater
management service, levied a�ainst all developed pxoperty within the City to provide planning,
design, construction, operation, maintenance, xegulation, surveying, and inspection of the
stormwater management facilities within the City. Those services provide systexn management
for approximately 1$7 miles of stormwater conveyance systems (i.e. pipes, ditches, storm
manholes, catch basins, spillways, and other drainage structures), 9 square miles of open water,
and more than 14,4pp structures (e.g. culverts, flumes, weirs, catch basins, etc.) to nnana�e
drainage for the City, having a populataon of approxunately 10$,000 permanent residents and
20,000 winter residents.
Manag'ement and Maintenance
The City has a Council-Manager form of municipal government. The Mayor and Council
Members are elected by the City votera on an at-large basis. All have voting power at Council
meetings which are chaired by the Mayor. The City Council appoints the City Manager and the
City Manager is responsible for appointing all officers and employees in the adrainistrative
service of the City.
Stormwater Management (Environmental, Planning and Projects) is managed by the
Engineering Director and Stormwater maintenance is managed by the Public Services Director.
The System is one of seven utilities (Water, Sewer, Reclaimed Water, Gas, Solid Waste,
Recycling, and Stormwater) billed on a consolidated basis by the Clearwater Utility Customer
Service Department.
The Stormwater Management program is supported by eleven full-ti_me equivalent
positions, an increase of one position from the 2009/lp budget. A construction inspector position
was transferred from Engineerin�. Budgeted contractual and professional services have
increased $5].,DOQ from the 2009/10 budget to cover increased expenses for the full xate-study,
water quali.ty testing in St. Josephs Sound, and Tampa Bay Estuaxy Pxogram TMDL
Reassurance Testing. The City maintains a policy that requires the System to make payments
to the City in lieu of taxes from the Stormwater Fund to the General Fund. The computation is
based on City Council policy, and reflects a xate of 5.5% of pxior year gross revenues or
$738,870. The 2U1Q/11 contribution is a 7% increase over the 2009/10 budget. The total budget
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for the Stormwater System for the current Fiscal Year reflects a decrease of 7% from the
2009/10 budget.
The Stormwater Maintenance pragram is supported by 37 fulltime equivalent positions,
the same level of staffing as the 2009/1Q budget. The Stormwater Fund is charged an
administrative charge by the General Fund, reimbursing the General Fund for the Stormwater
Fund portion of City administrative functions such as the City Manager, City Attorney's Office,
and Official Records functions. The Stormwater Fund anticipated portion of this cost is
$603,990 in this fiscal year, an S% increase from the 2009/10 budget. The Stormwater Fund also
reimburses the General Fund for speci�.c services provided by General Fund programs. This is
primarily the support of the administrative, environmental, and engineering services for time
and materials devated to these functions. The Stormwater Fund anticipated charge for these
services is $469,770 in the new fiscal year, a decrease of 20% from the 2009/10 budget. The
Stormwater Fund is also charged for the services provided by Clearwater Customer Service to
billing and adminietering Stormwater customers. The Stormwater Fund's anticipated portion of
this cost is $340,660 in the current Fiscal Year, approximately the same level of funding ae the
2009/10 budget. Budgeted transfers of $4,331,450 fox the 2010/11 budget reflect the transfer o£
funds to the Capital Iznprovement Program to support Stormwater system projects as planned
in the Rate Study.
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 Aasociates, the City's
utility rate consultant. The most recent "FY 2010 Stormwater Revenue Sufficiency Analysis
Update," dated June 18, 2010 (the "Rate Study") forms the basi� for establishing future rates,
fees, and charges for System services based upon a planning period of FY 2012 through FY
2021. The Rate Study recom�mends the City maintain its approved annual 4.250% rate
increases frora FY 2012 through FY 2013 and implement a 2.5% pex year annual increase in FY
2014 and thereafter. �'he Rate Study is zncluded herein as Appendix F.
Capital Egpenditures; No Additional Bands; Potential Regulatory Costs
The Rate Study does not forecast the necessity for the issuance of additional Bonds for
capital improvemente to the System over the ten-year forecast period, but rather forecasts
sufficient current revenues from operations to fund such improvements over such period. In
total, the cost of the capital improvement program (including cost inflation) from FY 2010 - FY
2020 is projected by the Rate Study to be in excess of $75 million (for a detailed listing of such
capital expenditures, see Appendix A, Schedule 3 of the Rate Study which is attached hereto as
Appendix F). Budgeted transfers of $4,331,450 for the 2Q10/11 budget reflect the transfer of
funds to the capital improvement program to suppoxt Stormwater system projects as planned in
the Rate Study. The Rate Study also forecasts $300,000 of shorter-lived asset replacements in
FY 2010, FY 2011, FY 201'7, and FY 2018 that will be financed via the City's short-term lease-
purchase program.
The Rate Study does point out, however, that the State of Florida has initiated a
rulemaking process that is intended to establish quantitative nutrient water quality standards
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for the purpose of protecting state waters from the adverse effects of nutrient over-enrichment.
Depending upon the iinal outcome of the rulemaking process, the Utility could be required to
incur significant costs to comply with the new standards, including capital costs totaling $85
million over a 5-year period beginning in FY 2012 and $1 million of additional annual operating
and maintenance expenses beginning in FY 2014. The Rate Study states, that due to the high
level of uncertainty surrounding this proposed rulemaking and the magnitude of the potential
costs of compliance, it was determined that the financial management plan presented in this
Report should not reflect the identified potential costs of compliance. To the extent that this or
some other regulatory requirement is enacted, it is anticipated that the City will update its
financial management plan accordingly to account for any additional costs of compliance as part
of the annual revenue sufficiency analqsis process for the Utility.
Rates, Fees and Charges
The City uses a measuxennent of one equivalent residential unit ("ERLT") as the basis for
the stormwater management utility fee. Single-family homes, multifamily units, condominium
units, apartments and mobile homes are rated as one ERU per dwelling unit. Nonresidential
property is charged at the xate of 1,$30 square feet of impervious area per ERU.
The rate per ERU was unchanged from the inception of the utility on January 1, 1991
until 1998 when annual increases were adopted for five fiscal years beginning October 1, 1998.
In November 2001, additional increases were adopted including a change to the inerease
previously adopted, to be effective October 1, 2002. Effective August 5, 2004, additianal
increases were adopted. On July 20, 2006, rate increases were adopted for the five-yeax period
beginning October 1, 2007. An increase was adopted on June 19, 2008, for the two one-year
periods beginning October 1, 2U 11 and �ctober 1, 2012. The monthly rates have been, and are,
as follows:
Rate Per
Effective Date ERU
January 1, 1991 $3.00
�ctober 1, 1995 $4.00
October 1, 1999 $4.17
October 1, 2000 $4.35
October 1, 2001 $4.54
January 1, 2002 $6.13
October 1, 2002 $7.16
October 1, 2003 $8.01
bctober 1, 20Q4 $8.65
October 1, 2006 $9.35
October 1, 2006 $9.71
October 1, 2007 $10.51
October 1, 2008 $11.14
October 1, 20Q9 $11.$U
October 1, 2010 $12.51
Octaber 1, 2011 $13.04
October 1, 2012 $13.59
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Historical Net Revenues
Fiscal Years Ended September 30,
2006 2007 200g 2009 2010.
Net Operating Revenues
(Excluding Depreciation) $5,103,551.00 $5,688,934.00 $5,681,465.00 $5,750,323.00 $7,471,323.00
Interest Income and
other Non-Operating
FCevenues (Expenses) __ 46 .�203.00 _ 608.038.00 550 935.00 796.769.00 1�Q45,752.00
Total Net Revenues �5.568.754.00 $6.296.972.00 �6,232.44�44 6 54� 7 092.00 $8_517.075.00
Maximum Annual Debt
Service $2,889,994.00 $2,889,994.00 $2,889,994.00 $2,889,994.00 $2,889,994.00
Coverage 1.93 2.19 2.16 2.27 2.95
FINANCIAL STATEMENTS
The combined financial statements and Starmwater enterprise fund financial
statements of the City at September 30, 2010 and for the Fiscal Year then ended, appended
hereto as Appendix S, have been excerpted from the financial statem�ents contained in the City's
Compreheneive Annual Financial Reparts for the Fiscal Year ending September 30, 2010.
INVESTMENT POLICY OF THE CITY
Pursuant to the requirements of Section 218.45, Florida Statutes, the City adopted a
written investment policy which app]ies 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
3_ Optimization of return within the constraints of safety and liquidity
The investment policy limits the securities eligible for inclusion in the City's poxtfolio.
The City will attempt ta maintain a weighted average xnaturity of its investments at or below
three years; however, the avexage maturity of investments may not exceed four years.
To enhance safety, the investment policy requires the diversification of the 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
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outstanding securities by class or type, book value, income earned and market value as of the
report date.
Notwithstanding the foregoing, xnoneys held in the funds and accounts established
under the Ordinance may be invested anly in Permitted Investments, as described in the
Oxdinance.
LEGALITY FOR INVE3TMENT
The Series 2011 Sonds constitute legal investments in the State of Flarida for state,
county, municipal and all other public funds and for banks, savings banks, insurance
companies, executors, administrators, trustees and all other fiduciaries, and also constitute
securities eligible as collateral security for all state, county, municipal and other public funds.
TAX MATTERS
General
The Internal Revenue Code of 1956, as amended (the "Code") establishes certain
requirements which mu�t be met subsequent to the issuance and delivery of the Series 2011
Bonds in oxder that interest on the Series 2011 Sonds will be and remain excluded from gross
income for puxposes of federal income taxation. Non-compliance may cause interest on the
Series 2011 Bonds to be included in federal gross income retroactive to the date of issuance o£
the Series 2011 Bands, regardl.ess of the date on which such non-compliance occurs or is
ascertained. These requirements include, but are not limited to, provisions which pxescribe
yield and other limits within which the proceeds of the Sexies 2011 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 o£ the United States. The City has
covenanted in the Resolution to comply with such requixements in order to maintain the
exclusion from federal groes income of the interest on the Series 2011 Sonds.
In the opinion of Bond Counsel, assuming compliance with the aforementioned
covenants, under existing statutes, regulations and judicial decisions, interest on the Series
2011 Bonds is excluded from gross income for purposes of federal income taxation, interest on
the Series 2011 Bonds is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corpoxations; however, interest on the Series 2011
Bonds will be taken into account to determine adjusted current earnings of corporations such
that interest on the Series 2b11 Bonds may be subject to the alternative minixnum tax when any
2011 Bond is held by a corporatian. The alternative minimum taxable inconae of a corporation
must be increased by 75% of the excess of such corporation's adjusted current earnings over its
alternativ� minimum taxable income (before this adjustment and the alternative tax net
operating loss deduction). "Adjusted current earnings" will include interest on the Series 2011
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
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the Series 2011 Bonds. Prospective purchasers of the Sexies 2011 Bonds should be aware that (i)
Section 265 of the Code denies a deduction for intexest on indebtedness incuxared or continued ta
purchase or carry the Series 2011 Bonds; (ii) with respect to insurance companies subject to the
tax imposed by Section 831 of the Code, Sectian 832(b)(5)(S)(i) reduces the deduction for loes
reserves by 15% of the sum of certain items, including interest on the Series 2D11 Bonds; (iii)
interest on the Series 2011 Bonds earned by certain foreign corporations doing business in the
United States could be subject to a branch profits tax imposed by Section 884 of the Code; (iv)
passive investments income, including interest on the Series 2011 Bonds, may be subject to
federal income taxation under Section 1375 of the Code far Subchapter S corporations that have
Subchapter C earnings and profits at the c).ose of the taxable yeax if greater than 25% of the
gxoss receipts of such Subchapter S corporations is passive investm�ent income; and (v) Section
86 of the 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 2011 Bonds. �ther provisions o£ the Code may give rise to adverse
federal income tax consequences to particular Bondholders. Holders of the Series 2011 Bonds
should consult their own tax advisors with respect to the tax consequences to them of owning
the Series 2011 Bonds.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2011 BONDS
AND THE RECEIPT OR ACCRUAL OF THE INTEREST THERE�N MAY HAVE ADVERSE
FEDER.AL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPOR,ATE
REGISTERED OWNERS. PR�SPECTIVE REGISTERED OWNERS SHOULD CONSULT
WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.
During recent years legislative proposals have been introduced in Cangress, and in some
cases enacted, that altered certain federal tax consequences resulting from the ownership of
obligations that are similar to the Series 2011 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 sizxzilar to the Series
2011 Sonds. 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 201 �. Bonds and their
market value. No assurance can be given that additional legislative proposals will not be
introduced or enacted that wauld or might apply to, or have an adverse effect upon, the Series
2011 Bonds.
Tax Treatment of Original Issue Discount
Bond Counsel is further of the opinion that the difference between the principal amount
of the Series 2011 Bonds maturing on December 1 in the years through and including
(collectively the "Discount Bonds") and the initial affering price to the public (excluding bond
hauses, brokers ar similar persons or organizatians acting in the capacity of Underwriters or
wholesalers) at which price a substantial amount of such Discount Bonds of the same maturity
was sold constitutes original issue discount which is excludable from gross income for federal
income tax purposes to the same extent as interest on the Series 201.1 Bonds. Furthex, such
original issue discount accrues actuarially on a constaxzt interest rate basis over the term o£
each Discount Bond and the basis of each Discount Bond acquixed at such initial offexing price
by an initial purchaser thereof will be increased bq the amount of such accrued original issue
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discount. The accrual of original iesue discount may be taken into account as an increase in the
amount of tax-exempt income For purposes of determining various other tax consequences of
uwning the Discount Bonds, even though there will not be a correspanding cash payment.
Owners of the Discaunt Bonds are advised that they should consult with their awn advisors
with respect to the state and local tax consequences of owning such Discaunt Bonds.
Tax Treatment of Ban�d Premium
The difference between the principal amount of the Series 2011 Bonds maturing on
December 1, in the years through and including (collectively, the "Premium Bonds") and
the initial offering price to the public (excluding bond houses, brokers or similax pexsons or
organizations acting in the capacity of underwriters or wholesalers) at which price a substantial
amount of such Premium Bonds of the same maturity was sold constitutes to an initial
purchaser amortizable bond premium which is not deductible from gross income for Federal.
income tax purposes. The amount of amoxtizable bond premium far a taxable year is
determined actuarially on a constant interest rate basis over the term af each Premium Bond
which term ends on the earlier of the maturity or optional call date for such Premium Bond
which results in the lowest yield on such Sond to the purchaser thereof. For purposes of
determining gain or loss on the sale or other disposition of a Preinium Bond, an initial
purchaser who acquires such obligation in the initial offering to the public at the initial offering
price is required to decrease such purchaser's adjusted basis in such Premium Bond annually by
the amaunt of amortizable bond premium for the taxable year. The amortization of bond
premium may be taken into account as a reduction in the amount of tax-exempt income far
purposes of deternnnining various othex tax consequences of owning such Premium Bonds.
Owners of the Premium Bonds are advised that they should consult with their own advisors
with xespect to the state and local tax cansequences of owning such Premium Bonds.
RATINGS
Moody's Investars Service, Inc. ("Moody's") and Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P") have assigned ratings to the Sexies 2011 Bonds of "[ ]"
and "[ ]" respectively to the Series 2011 Bonds. The ratings reflect the view of Moody's and
S&P, respectively, and any explanation of the sigzxificance of such ratings may be obtained only
from Moody's or S&P. There is no assurance that such ratings will remain in effect for any
given period of time or that such ratings may not be lowered or withdrawn entirely by the
rating agencies, if in their opinion or judgment, circumstances so warrant. Any dawnward
revision or withdrawal of the ratings may have an adverse effect on the market price and
marketability of the Series 2011 Bonds.
LITIGATION
Except as described below, in the opinion of the City Attorney there is no litigation now
pending or threatened (i) to restrain or enjoin the issuance or sale of the Series 2011 Bonds or
(ii) questioning or affecting the validity of the Series 2Q11 Bonds, the Ordinance or the pledge of
the Net Revenues by the City or the proceedings for the authorization, sale, execution or
delivery of the Series 2011 Bonds.
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The City is involved in certain litigation and disputes incidental to its operations. Upon
the basis of information presently available, the City Attorney believes that there are
substantial defenses to such litigation and disputes and that, in any event, any ultimate
liability, in excess of applicable insurance coverage, resulting therefrom will not materially
adversely affect the financial position or results of operations of the City.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The arithmetical accuracy of certain computations included in the schedules provided
by Raymond James & Associates, Inc. on behalf of the City relating to (a) computation of
forecasted receipts of principal and intexest on the Federal Securities and the forecasted
payments of principal and interest to redeem the Aefunded Bonds, and (b) computation of the
yields on the Refunding Bonds and the Federal Securities was examined by [Verification
Agent], [Verification Agent Location]. Such computations were based solely upon assumptions
and information supplied by Raymond James & Associ.ates, Inc. on behalf oi the City.
[Verification Agent] has restricted it� procedures to examining the arithmetical accuracy of
certain computations and has not made any study or evaluation o£ the assumptions and
information upon which the computations axe based and, accordingly, has not expressed an
opinion on the data used, the reasonableness af the assumptions, or the achievability of the
forecasted outcome.
ADVISORS AND CONSULTANTS
The City has retained advisors and consultants in connection with the issuance of the
Series 2011 Bonds. These advisors and consultants are compensated from a portion of the
proceeds of the Series 2011 Bonds, identified as "Costs af Issuance" 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 Aduisor. The City has retained Raymond James & Associates, Inc.,
Orlando, Florida (the "Financial Advisor"), as the City's financial advisor. The fees of the
Financial Advisor will be paid from proceeds of the Series 2011 Bonds and such payment is
contingent upon the issuance of the Series 2011 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 Series 2011 Bonds,
and such payment is contingent upon the issuance of the Series 2011 Bonds.
Disclosure Counsel. Nabors, Giblin & Nickerson, P.A., Tampa, Florida repxesents the
City as Disclosure Counsel. The fees of Disclosuxe Counsel will be paid from pxoceeds of the
Series 2011 Bonds, and such payment is contingent upon the issuance of the Series 2011 Bonds.
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CONTINUING DISCLOSURE
The City has covenanted for the benefit of the holders and beneficial owners of the
Series 2011 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, 2012 (the "Annual Report"),
and to pxovide notices of the occurrence oi 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 ("NR.MS�R"), and with the State of Florida
Repository, if and when created. The notices of material events will be filed by the City with the
NR.MSIR and with the State of Flarida R.epository, if and when created. The farm of Continuing
Disclasure Certificate containing the specific nature of the 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 noti.ces of material events.
M�i�M�C��tI���:���MMM'(���;��i��i��7i��
The remedies available to the registered owners of the Series 2011 Bonds upon an event
of default under the Ordinance axe in many xespects dependent upon judicial actions which are
often subject to discretion and delay. Under existing constitutional and statutory law and
judicial decisions, including specifically 1�tle II of the United States Code, the remedies
specified by the federal bankruptcy code, the Qrdinance and the Series 2011 Sonds may not be
readily available or may be limited. The various legal apinians to be delivered concurrently
with the delivery of the Series 2011 Bonds (including Bond Counsel's appraving opinion) will be
qualiiied, as to the enforceability of the various legal instruments, by limitations imposed by
bankruptcy, reorganization, insolvency or other similar laws affectin� the rights of creditors
enacted before or after such delivery.
C�1�1�3�1►:�1��1�xH����/�Wil�;�y
Certain legal matters in connection with the issuance of the Series 2011 Bonds are
subject to the approval of Bryant Miller & Olive P.A., Tallahassee, Florida, Bond Counsel,
whose approving opinion will be available at the ti.me of delivery of the Series 2011 Bonds and
will be printed on such Eonds. The proposed farm af Bond Counsel opinion is attached hereto as
Appendix E and reference is made to such form of opinion for the complete text thexeof. Cez�tain
legal matters will be passed upon for the City by Famela K. Akin, Esquire, City Attorney and by
Nabors, Giblin & Nickerson, P.A., Tampa, Florida, disclosure counsel to the City.
DISCLOSURE REQUIRED BY FL4RIDA SLUE SKY REGULATIONS
Section 517.051, Florida Statutes, and the regulations promulgated thereunder require
that the City make a full and faix da.sclosure of any bonds or other debt obligations of such entity
that have been in default as to principal or interest at any time after December 31, 1975, as
provided by rule of the Florida Department of Banking and Finance (the "Department").
22
Pursuant to Rule 69W-400.003, Florida Administrative Code, the Department has required the
disclosure of the amaunts and types of defaults, any legal proceedings resulting from such
defaults, whether a trustee or receiver has been appointed over the assets of the City, and
certain additional financial information, unless the City believes in good faith that such
information would not be considered material by a reasonable investor. The City is not az�d has
not been in default on any bond issued since December 31, 1975 which would be conaidered
material by a reasonable investor. The City has nat undertaken an independent review or
investigation of securities for which it has served as conduit issuer. The City does not believe
that any information about any default on such securities is appropriate and would be
considered material by a reasonable investor in the Sexies 2011 Bonds because the City would
not have been obligated to pay the debt service on any such securities except from payments
made to it by the private companies on whase behalf such securities were issued and no funds of
the City would have been pledged or used to pay such securities or the interest thereon.
FINANCYAL ADVISOR
The Financial Advisor for the City is Raymond James & Associates, Inc., with offices
located at 111 N. Magnolia Avenue, Suite 1175, Orlando, Flarida 3280J..
UNDERWRITING
The Series 2011 Bonds are being purchased by [Senior Manager], an behalf o£ itself and
as representative of the co-managers, [Co-Managers] (col.lectively, the "Underwriters"), frorr� the
City at an aggregate purchase price of $ (representing the par amount of the Series
2011 Sonds, plus net original issue prezxiium of $ and less Underwriters' Discount of $
). The Underwriiers are obligated to purchase all the Series 2011 Sonds if any are purchased.
Followin� the initial public offering, the pubJic offering prices may be changed fram time to time
by the Underwriters
MISCELLANEOUS
The references, excerpts and summaries of all documents refexred to herein do not
purport to be complete statements of the provisions of such dacuments, and reference is directed
to all such documents far full and complete statements of all matters of fact relating to the
Series 2011 Bonds, the security for the payixxent of the Series 2011 Bonds, and the rights and
obligations of holders thereof.
The informatian contained in this Official Statement involving matters of opinion or of
estinnates, whether or not so expressly stated, are set forth as such and not as representations of
fact, 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 2011 Sonds.
F�e3
The execution and delivery of this �fficial Statement by its Mayor and its City Manager
has been duly authorized by the City Council.
CITY UF CLEARWATER, FLORIDA
Frank Hibbard, Mayor
William B. Horne, II, City Manager
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APPENDIX A
GENERAL DESCRIPTION OF THE CITY AND SELECTED STATISTICS
APPENDIX S
EXCERPTS FROM THE CITY'S COMPREHENSNE ANNUAL FINANCIAL REPORT
FOR THE FISCAL YEAR ENDED SEPTEMSER 30, 2010
APPENDIX C
CONFORMED COPY OF AMENDED ORDINANCE
APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX E
FORM �F BOND COUNSEL OPINION
APPENDIX F
REVENUE SUFFICIENCY ANALYSIS (RATE STUD�
EXHIBIT C
FORM OF CONTINUING DISCLOSURE CERTIFICATE
Resolution No. 11-2p
CONTINU�NG DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed
and delivered by the City of Clearwater, Flarida (the "Issuer") in connection with the
issuance of its City's $[Bond Amount]* Stormwater System Revenue Refunding Bands,
Series 2011 (thE "Series 201 l. Bonds"). The Series 2011 Bonds are issued pursuant to
the authority of and in full cdmpliance with (a) the charter of the City, (b) the
Canstitution and the laws of the Sta�e of Florida, particularly Chapter 166, Part II,
Flari�da Statutes, and other applicable provisions of law, and (c) Orclinance No. 6378-99
enacted by the City on Apri115, 2002 (tihe "4rdinance"), as amended by Ordinance Na.
6931-02, enacted by the City on July 1S, 2002, as supplemented. The Issuer covenants
and agrees as follows:
SECTION 1. PURPOSE UF DISCLOSURE CERTIFICATE. This Disclosure
Certificate is being executed and delivered by the Issuer for the benefit of the Series
2011 Bondholders and in order to assist the original underwriters of the Series 2011
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 QF ANNUAL INFORMATION. Except as
otherwise provided herein, the Issuer shall provide to the Municipal Securities
Rulemaking Baard (the "MSRB"), in the manner described in Section 4 hereof, to any
state information depository that is established wi.thin the State of Florida and with
which the Issuer is legally required to file the informatian set %rth herein (the "STD"),
it being understood that no such SID is currently established in the State of Florida, on
or before Apri130 of each year, commencin� Apri130, 2�12 with the report for the 2011
Fiscal Year, the informatian set forth below in this Section 3. Notwithstanding the
imxnediately preceding sentence, ta the extent any such information does not become
available to the Issuer before April 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 far 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 Accountin� 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 auclited �inancial statements of the Issuer are not completed prior to April 3p of
any year, the Yssuer shall provide unaudited financial stateznents on such date and
1
shall provide the audited financial statements as soon as practicable follawing 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 ta the Issuer in the final official
atatement pacepared in cannection with the sale and issuance of the Series 2011 Bonds
(as amended, the "Official Statement"), as set farth below:
1. Updates of the financial inforrnation set forth in the O£ficial
Statement under the subcaptions "Rates, Fees and Charges" and "Historxcal Net
Revenues" under the principal captions "THE STORMWATER MANAGEMENT
SYSTEM" ( in the case of the material under the caption "Histarical Net
Revenues," far the then-immediately preceding five iiscal years).
2. Description of any additional indebtedness payable in whole or in
part from the Net RevenuES (as defined in the �rdinance)
3. Any other financial information or operating data of the type
included in the Official Statement which would be material ta a holder or
praspective holders of the Series 2011 Bonds.
Far purpoaes of this Disclosure Certi�icate, "Fiscal Year" means the period
commencing on October 1 and endin� on September 30 of the next succeeding year, or
such other period of time provided by applicable law.
SECTION 3. REP�RTING SIGIV�FICANT EVENTS. The Issuer shall
provide to the MSRB and to the SID, if any, on a timely basis not in excess of 10
business days after the accurrence of the event, natice of any of the following events, if
such event is material with respect to the Series 2011 Bonds or the Issuer's ability to
satisfy its payment obligations with respect to the Series 2011 Bands; provided,
hawever, to the extent the Issuer has provided notice of any such event to a
dissemination agent pursuant to any other undertaking executed by the Issuer in
accordance with the Rule (provided that such ather dissemination agent is required ta
file such natice with the MSRB praperly identifying the Series 2011 Bands by CUSIP
number as being subject to such notice), the Issuer's obligations as set forth in this
Section 3 shall be deemed to be satisfied:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on the debt service reserve fund reflecting iinancial
difficulties;
2
(D) Unscheduled draws on cred.it enhancement reflecting financial di�culties;
(E) Substitution af credit or liquidity providers, or their £ailure to perform;
(F) Adverse tax opinions, the iasuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed IssuE or other
matErial notices or determinations with respect to thE tax status of the Series 2011
Bonds, or other material or events affecting the tax status of the Series 2011 Bonds;
(G) Modiiications to rights of Series 2011 Bondholders;
(H) Calls on the Series 2011 Bonds;
(I) Tender offers with respect to the Series 2011 Bonds;
(� Defeasance of the Series 2011 Bonds;
(K) Release, substitutian, or sale of property securing repaym.ent of the Series
2011 Bonds;
(L) Rating changes;
(M) Bankruptcy, insolvency, receivership or similar event of the Issuer (this
event is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent or sim�lar officer for the Issuer in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law i.n which a court
or governmental autharity has assumed juriscliction over substantially all of the assets
or business of the Issuer, or if such jurisdiction has been assumed by leaving the
existing governing body and afficials ar officers in possession but subject to the
supervision and orders of a caurt or governmental authority, or the entry of an order
confirming a plan of reorganization, axrangement ar liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the
assets ar business of the Issuer);
(I� The consummation of a merger, consolidation, or acquisition involving the
Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the
ordinary couxse af business, the entry into a definitive agreement to undertake such an
action or the termination a£ a definitive agreement relating to any such actions, ather
than pursuant to its terms;
(0) Appointment of a successor or additional trustee or the change of name of
a trustee; and
(P) 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.
3
The Issuer may from time to time, in its discretion, choose to provide natice 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
2011 Sonds, but the Issuer does nat specif�ically undertake to commit to provide any
such additianal notice of the occurrence af any material event except those events listed
abave.
Whenever the Issuer obtains knowledge of the occurrence of a sigx�ifican.t event
described in this Sectian 3, the Issuer shall as soon as possible determine if such event
would be material under applicable federal securities law ta holders of Series 2011
Bonds, xo�vided, that any event under clauses (A), (C), (D), (E), (F), (I), (J), (L), (1V� or
(P) above will always be deemed to be material.
SECTION 4. SUBMISSION OF INFORMATION TO THE MSRB. The
information required to be disclosed pursuant to Sections 3 and 4 of this Disclosure
Certiiicate shall be submitted to the MSRB through its Electronic Municipal Market
Access system ("EMMA"). Subject to future changes in submiseion rules and
regulations, such submissions shall be provided to the MSRB, through EMMA, in
portable document format ("PDF") iiles cozafigured to permit documents to be saved,
viewed, printed and retransmitted by electronic means. Such PDF files shall be word-
searchable (allowing the user to search far specific terms used within the document
through a search or find functian available in a software package).
Subject to future changes in submission rules and regulations, at the time that
such information is submitted through EMMA, the Issuer, or any disaeminatian agent
engaged by the Issuer pursuant to Section 7 hereof, shall also provide ta the MSRB
information necessaxy to accurately identify:
(A) the category of information being provided;
(B) the period covered by the CAFR and any additional financial
information and operating data being provided;
(C) the issues ar specific securities to which such submission is related
ar otherwise material (including CUSIP number, issuer name, state, issue
descriptian/securities name, dated date, maturity date, and/or coupon rate);
(D) the name of any Obligated Person ather than the Issuer;
(E) the name and date of the docu�ent being submitted; and
(F) contact information for the submitter.
�
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 Disclasure Certiiicate shall not be considered an event of de£ault
under the Ordinance; pravided, however, any Series 2011 Bandholder may take such
actions as may be necessary and appropriate, including pursuing an action for
mandamus or speci�ic performance, as applicable, by court order, to cause the Issuer to
comply with its obligations hereunder. For purposes of this Disclasure Certiiicate,
"Series 2011 Bondholder" shall mean any person who (A) has the power, directly or
inclirectly, to vote or consent with respect to, ar ta dispose of ownership of, any Series
2011 Bonds (including persons holding Series 2011 Bonds through nominees,
depositories or other intermediaries), or (B) is treated as the owner of any Series 2011
Bond for federal income tax purpvses.
SECTION 6.INCORPORATION BY REFERENCE. Any or all of the
information required herein to be disclosed may be incorporated by reference from
other documente, including official statements or debt issues of the Issuer or �elated
public entities, which have been submitted ta the MSRB and the SID, if any, or the
SEC. If the document incarporated by reference is a final official statement, it must be
available from the MSRB. The Issuer shall clearly identify each document
incarparated by xeference.
SECTION 7. DISSEMINATION AGENTS. The Issuer may, from time to time,
appoint or engage a dissemination agent to assist it in carrying aut its obligations
under this Disclosure Certificate, and may discharge any such agent, with or without
appoin�in� 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
a.n full af all of the SEries 2011 Bands, or (S) the terminatian of the continuing
disclosure requirements of the Rule by legislative, judicial or administrative action.
SECTION 9. A,MENDMENTS. Natwithstanding any other pravisian af 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 apinion of
counsel that is nationally recogni�ed in the area of federal securities lavvs, 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. ADDITIUNAL INFORMATION. Nothing in this
Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any
other infarmation, using the means of dissemination set forth in this Disclosure
5
Certif"icate or any ather 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 Discl.osure Certi£icate. 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 Disclasure Certiiicate, the Issuer shall have no
obligation under this Disclosure Certificate ta update such information or include it in
its future annual information or notice of occurrence of a si�niiicant 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
201.1 Bonds, the Issuer shall use its best effarts to require such Obligated Person to
comply with all provisions of the Rule applicable to such Obligated Persan.
Dated as of this /7 day of November, 2011
r:v�
:
.���y �.�.,�,.�
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CITY OF CLEAAWATER,
FLORIDA
By: �--�� v .
Mayor