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10/31/2011 WORK SESSION AGENDA Council Chambers - City Hall 10/31/2011 - 9:00 AM 1. Presentations 1.1Service Awards Attachments 2. Economic Development and Housing 2.1Support the Tampa Bay Partnership Regional Business Plan Initiative and adopt Resolution 11-25. Attachments 2.2Tourism Contract Year-end Presentation - Adel Grobler, Imagine Global Consulting Attachments 3. Financial Services 3.1Designate an underwriting team consisting of Wells Fargo Securities, Bank of America Merrill Lynch, and RBC Capital Markets to provide investment banking services to manage future negotiated bond sales for the City of Clearwater for a three year period ending October 31, 2014, with the option for two additional one-year extensions, and adopt Resolution 11-23. Attachments 3.2Authorize the negotiated sale of not to exceed $22,000,000 Stormwater Revenue Refunding Bonds, Series 2011, and authorize staff to proceed with the potential refunding and adopt Resolution 11-20. Attachments 3.3Authorize settlement of the workers compensation claims of Claimant Jesse Cross, File 1000005, in their entirety to include medical, indemnity and attorney fees for a sum not to exceed $45,081.46. (consent) Attachments 4. Gas System 4.1Ratify and Confirm Change Order 2 to Wise Gas, Inc. in the amount of $49,429.47 and extend the contact duration by 45 days for the Compressed Natural Gas (CNG) Filling Station Project (10-0043-GA). (consent) Attachments 5. Marine and Aviation 5.1Authorize the City of Clearwater to take over the maintenance of signage for Dunedin Pass Channel Aids to Navigation, formerly a Coast Guard duty, at an estimated cost of $700 per year and adopt Resolution 11-22. Attachments 6. Engineering 6.1Award a Contract to Central Florida Contractors of Largo, Fl, for the 2011 Sidewalk Project (11-0012- EN) in the amount of $568,337.00, which is the lowest responsible bid received in accordance with plans and specifications, and authorize the appropriate officials to execute same. (consent) Attachments 6.2Approve Supplemental Work Order 2 to Sam Schwartz Engineering, in the amount of $59,932.93, for design of a storm water pond and the associated storm water management system to attenuate the storm water improvements on Otten Street from Kings Highway east to Weston Drive. (consent) Attachments 7. Planning 7.1Provide direction to staff regarding proposed recommendations of the Business Task Force. Attachments 8. Legal 8.1Adopt Ordinance 8289-11 on second reading, annexing certain real property whose post office address is 1310 Parkwood Street, together with the abutting right of way of Parkwood Street, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. Attachments 8.2Adopt Ordinance 8290-11 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office address is 1310 Parkwood Street, together with the abutting right of way of Parkwood Street, upon annexation into the City of Clearwater, as Residential Low (RL). Attachments 8.3Adopt Ordinance 8291-11 on second reading, amending the Zoning Atlas of the city by zoning certain real property whose post office address is 1310 Parkwood Street, together with the abutting right of way of Parkwood Street, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). Attachments 8.4Adopt Ordinance 8293-11 on second reading, amending Chapter 22, Parks, Beaches, Recreation, Article II, Use Regulations, Section 22.24(2), changing the name of Chautauqua Park North to Enterprise Dog Park, modifying park hours for various parks or portions thereof and removing certain parks. Attachments 8.5Approve referendum questions to appear on the ballot on January 31, 2012, regarding changes to the City Charter and pass Ordinances 8296-11, 8297-11, and 8298-11 on first reading. Attachments 8.6Pass Ordinance No. 8299-11 on first reading, amending Section 2.263(1), Clearwater Code of Ordinances, to provide that the salaries of the Mayor and Councilmembers will not increase in 2012. Attachments 9. City Manager Verbal Reports 9.1City Manager Verbal Reports Attachments 10. Council Discussion Items 10.1Clearwater Street Lights - Councilmember Jonson Attachments 11. Closing Comments by Mayor 12. Adjourn 13. Presentation(s) for Council Meeting 13.1Suncoast Dixieland Jazz Classic Weekend Proclamation - Joan Dragon, Director Suncoast Dixieland Jazz Festival Attachments 13.2State of the City Address - City Manager Attachments 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Service Awards SUMMARY: 5 Years of Service Robert Morig Parks & Recreation Davon Watson Public Utilities Calvin Hoyt Engineering Joseph Herrar /General Services Solid Waste Patricia Kuligowski Legal Sidney Ferguson Engineering 10 Years of Service Michael Evans Public Utilities Patricia Pride Parks & Recreation Suzanne Melton Public Utilities Donna Matheson Solid Waste/ General Services Daniel Rivera /General Services Solid Waste 15 Years of Service Jeffrey Harris Information Technology 20 Years of Service Allen Stidham Parks & Recreation Laura Cameron Public Utilities Michael Quillen Engineering 25 Years of Service Leland Bryant Public Utiltiies Don March Fire 30 Years of Service Steven Jackson Solid Waste/ General Services Joan Martell Police 1) Office of Management and Budget 2) Legal 3) Clerk 4) Clerk Review Approval: Cover Memo Item # 1 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Support the Tampa Bay Partnership Regional Business Plan Initiative and adopt Resolution 11-25. SUMMARY: The Tampa Bay Partnership has adopted a Regional Business Plan, which provides a long-term vision for economic growth and development around four high potential industry clusters and a series of foundational regional marketing and development initiatives. The Plan is coordinated with the Economic Development Strategic Plan effort recently completed by the City. In order to fully implement the Regional Business Plan, the Partnership will be seeking private industry, foundation and grants-in aids financial resources. A strong indication of support for the Regional Business Plan effort by investors and members of the Partnership is critical to these fundraising efforts and to build momentum for the overall Plan implementation. In that regard, the Partnership has requested a resolution of support from the City Council. Staff recommends adoption of the resolution of support requested by the Tampa Bay Partnership for the following reasons: The Regional Business Plan and target industry strategy informs, supports and is facilitative of the Citys Economic Development Strategic Plan effort; The Partnerships effort will provide analytics and information for the Citys effort that will avoid the cost and time required for the City to develop the information independently; Several region-wide, cost sharing business retention and expansion efforts will allow the City to access business intelligence and contact management capabilities not otherwise affordable to the City. The regional marketing and re-branding activities planned by the Partnership will have derivative benefits for the Citys own economic development marketing efforts. 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) City Manager 6) Clerk Review Approval: Cover Memo Item # 2 Attachment number 1 Page 1 of 2 Item # 2 Attachment number 1 Page 2 of 2 Item # 2 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Tourism Contract Year-end Presentation - Adel Grobler, Imagine Global Consulting SUMMARY: On October 2010, the City Council approved a professional services contract with Imagine Global Consulting (Imagine) to provide tourism marketing and public relations services to the City of Clearwater in the amount of $164,000 per fiscal year (2-year contract with option for 3rd year). Imagine will present a year-end review of activities to cover the following areas: -Current Market and Media Trends -Review of Strategic Objectives -Summary of Achievements -Focus for Upcoming Year Review Approval: Cover Memo Item # 3 Attachment number 1 Page 1 of 35 Item # 3 Attachment number 1 Page 2 of 35 NYCity Mama Clearwater Beach Restaurant Week May 1, 2011 Unique Visitors: 4,009 Item # 3 Attachment number 1 Page 3 of 35 Item # 3 Attachment number 1 Page 4 of 35 Item # 3 Attachment number 1 Page 5 of 35 Budget Travel Magazine Nine Secret Beaches including Caladesi Island June, 2011 Circulation: 680,097 Item # 3 Attachment number 1 Page 6 of 35 Item # 3 Attachment number 1 Page 7 of 35 Item # 3 Attachment number 1 Page 8 of 35 Budget Travel Magazine online Nine Secret Beaches including Caladesi Island June, 2011 Unique Visitors: 412,000 Item # 3 Attachment number 1 Page 9 of 35 Item # 3 Attachment number 1 Page 10 of 35 Travel Pulse Floridas Clearwater Marine Aquarium Begins $12 Million Expansion June 13, 2011 Circulation: 154,000 Item # 3 Attachment number 1 Page 11 of 35 Item # 3 Attachment number 1 Page 12 of 35 The Suburban Mom Clearwater Beach Trip to Meet Winter of A Dolphins Tale Publication Date: June 14, 2011 Online Unique Visitors per Month: 13,843 Item # 3 Attachment number 1 Page 13 of 35 Item # 3 Attachment number 1 Page 14 of 35 Item # 3 Attachment number 1 Page 15 of 35 Florida Travel + Life Clearwater Beach in the Sun Publication Date: July 2011 Circulation: 63,389 Item # 3 Item # 3 Clearwater ome places can convince even the most grounded visi-ood and tors that they really ought to up and move. , the commercialized corridor of State Road 60 and Highway 19. especially its Gulf-front barrier island, is one of those But its the beach that wows most folks, including Shari Asti, . , the city limits extend inland to Tampa Bay, I moved here three months later, she says. Asti, whose lifestyle encompassing a 26-mile sweep of barrier islands, a mainland includes riding a purple bicycle around town, has yet to buy a Item # 3 Item # 3 Item # 3 Attachment number 1 Page 20 of 35 Item # 3 Attachment number 1 Page 21 of 35 Item # 3 Attachment number 1 Page 22 of 35 Item # 3 Attachment number 1 Page 23 of 35 Item # 3 Attachment number 1 Page 24 of 35 Item # 3 Attachment number 1 Page 25 of 35 Item # 3 Attachment number 1 Page 26 of 35 FamilytravelNetwork.com What to do in Clearwater October, 2011 Online Unique visitors per month: 13,681 Item # 3 Attachment number 1 Page 27 of 35 Item # 3 Attachment number 1 Page 28 of 35 Item # 3 Attachment number 1 Page 29 of 35 Item # 3 Attachment number 1 Page 30 of 35 HuffingtonPost.com Why Dolphin Tale Deserves to Be Number 1 at the Box Office October 4, 2011 Online Unique visitors per month: 64 million Item # 3 Attachment number 1 Page 31 of 35 Item # 3 Attachment number 1 Page 32 of 35 Item # 3 Attachment number 1 Page 33 of 35 Frommers Florida 2012 Guidebook Inclusion of CMA photo and info on Dolphin Tale October, 2011 Print Item # 3 Attachment number 1 Page 34 of 35 Item # 3 Attachment number 1 Page 35 of 35 Item # 3 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Designate an underwriting team consisting of Wells Fargo Securities, Bank of America Merrill Lynch, and RBC Capital Markets to provide investment banking services to manage future negotiated bond sales for the City of Clearwater for a three year period ending October 31, 2014, with the option for two additional one-year extensions, and adopt Resolution 11-23. SUMMARY: In order to efficiently conduct future long-term bond financing transactions, staff seeks Council approval for an underwriting team of investment banking firms to manage future negotiated bond sales. The team will consist of three firms selected through an RFQ process, and will serve for a three-year period with two one-year optional extensions. The Citys Finance Director will designate the Senior-underwriter and Co-managers for each transaction. The City issued RFQ 31-11 to select a team of investment banking firms to underwrite future bond sales and received a total of sixteen (16) responses for consideration. The list of respondents is included in Exhibit A. The selection committee has evaluated the responses and recommends the Council approve a three-firm team consisting of Wells Fargo Securities, Bank of America Merrill Lynch, and RBC Capital. Debt-Bond Type: NoneNone Current Year Budget?:Budget Adjustment: Budget Adjustment Comments: Current Year Cost:Annual Operating Cost: Not to Exceed:Total Cost: to For Fiscal Year: 1) Assistant City Manager 2) City Manager 3) Clerk Review Approval: Cover Memo Item # 4 Attachment number 1 Page 1 of 1 Exhibit A Respondents to City of Clearwater, Florida RFQ 31-11: Bank of America/Merrill Lynch Citigroup Global Markets Inc. Edward Jones Estrada Hinojosa Fifth Third Securities Gardnyr Michael J P Morgan Securities Jeffries & Company Loop Capital Markets, LLC Morgan Keegan PNC Capital RBC Capital Markets Rice Financial Products RockFleet Financial Siebert Brandford Shank & Co., LLC Wells Fargo Securities Item # 4 Attachment number 2 Page 1 of 2 Item # 4 Attachment number 2 Page 2 of 2 Item # 4 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Authorize the negotiated sale of not to exceed $22,000,000 Stormwater Revenue Refunding Bonds, Series 2011, and authorize staff to proceed with the potential refunding and adopt Resolution 11-20. SUMMARY: Currently there is outstanding $20,295,000 of City of Clearwater, FL, Stormwater System Revenue Bonds, Series 2002, with interest rates ranging from 3.625 to 4.950% callable on or after November 1, 2011. Recent bond market conditions suggest we may have an opportunity to refinance all or a portion of these bonds in the near future to achieve an acceptable present value savings in accordance with the Citys debt management policy. The Citys debt management policy states, As a general rule, the present value savings of a particular refunding should exceed 5%. While staff is hopeful for favorable market rates that provide present value savings approaching or exceeding 5%, this sale resolution authorizes a minimum net present value savings of 4%. This resolution authorizes the negotiated sale of not to exceed $22,000,000 of Stormwater System Revenue Refunding Bonds, Series 2011, and authorizes awarding the sale to Wells Fargo Bank and the co-managers selected by the City. Only the amount of bonds needed to refund all or a portion of the then outstanding balance of the Citys Stormwater System Revenue Bonds, Series 2002, and associated issuance costs, will be issued. The City may incur rating agency costs of an estimated $50,000 to $70,000, in anticipation of a refunding. If the minimum refunding savings do not materialize on a timely basis, after initiating the ratings review process, the City will still be responsible for the rating agency fees incurred. The City will be responsible for no other costs (i.e. Financial Advisor, Bond Counsel, Disclosure Counsel) unless a refunding occurs. Debt-Bond Type: YesNone Current Year Budget?:Budget Adjustment: Budget Adjustment Comments: Current Year Cost:Annual Operating Cost: Not to Exceed:Total Cost: to For Fiscal Year: 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) City Manager 6) Clerk Review Approval: Cover Memo Item # 5 Attachment number 1 Page 1 of 14 Item # 5 Attachment number 1 Page 2 of 14 Item # 5 Attachment number 1 Page 3 of 14 Item # 5 Attachment number 1 Page 4 of 14 Item # 5 Attachment number 1 Page 5 of 14 Item # 5 Attachment number 1 Page 6 of 14 Item # 5 Attachment number 1 Page 7 of 14 Item # 5 Attachment number 1 Page 8 of 14 Item # 5 Attachment number 1 Page 9 of 14 Item # 5 Attachment number 1 Page 10 of 14 Item # 5 Attachment number 1 Page 11 of 14 Item # 5 Attachment number 1 Page 12 of 14 Item # 5 Attachment number 1 Page 13 of 14 Item # 5 Attachment number 1 Page 14 of 14 Item # 5 Attachment number 2 Page 1 of 17 Item # 5 Attachment number 2 Page 2 of 17 Item # 5 Attachment number 2 Page 3 of 17 Item # 5 Attachment number 2 Page 4 of 17 Item # 5 Attachment number 2 Page 5 of 17 Item # 5 Attachment number 2 Page 6 of 17 Item # 5 Attachment number 2 Page 7 of 17 Item # 5 Attachment number 2 Page 8 of 17 Item # 5 Attachment number 2 Page 9 of 17 Item # 5 Attachment number 2 Page 10 of 17 Item # 5 Attachment number 2 Page 11 of 17 Item # 5 Attachment number 2 Page 12 of 17 Item # 5 Attachment number 2 Page 13 of 17 Item # 5 Attachment number 2 Page 14 of 17 Item # 5 Attachment number 2 Page 15 of 17 Item # 5 Attachment number 2 Page 16 of 17 Item # 5 Attachment number 2 Page 17 of 17 Item # 5 Attachment number 3 Page 1 of 35 Preliminary Official Statement Dated October , 2011 NEW ISSUE - FULL BOOK-ENTRY Ratings: Moodys: S&P: (see RATINGS herein) In the opinion of Bond Counsel, assuming continuous compliance with various covenants in the Ordinance (herein defined), under existing statutes, regulations and judicial decisions, the interest on the Series 2011 Bonds will be excluded from gross income for federal income tax purposes to the owners thereof and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2011 Bonds will be taken into account to determine adjusted current earnings of corporations. See TAX MATTERS herein. $[Bond Amount]* CITY OF CLEARWATER, FLORIDA Stormwater System Revenue Refunding Bonds Series 2011 Dated: Date of Delivery Due: November 1, as shown on the inside cover page The Stormwater System Revenue Refunding Bonds, Series 2011 (the Series 2011 Bonds) of the City of Clearwater, Florida (the City) are being issued in fully registered form and, when initially issued, will be registered t& Co., as nominee of The Depository Trust Company, New York, New York. [Registrar], [Registrar Location], is acting as the Paying Agent and Bond Registrar for the Series 2011 Bonds. The Series 2011 Bonds will be purchased in book-entry form only, in the denomination of $5,000 or any integral multiple thereof. There will be no physical delivery of bond certificates to individual Bondholders. Interest on the Series 2011 Bonds will be payable semi-annually beginning on May 1, 2012 and on each May 1 and November 1 thereafter. Principal of and premium, if any, on the Series 2011 Bonds will be payable at maturity or upon redemption prior to maturity. The Series 2011 Bonds are subject to redemption prior to maturity as described herein. The Series 2011 Bonds are being issued pursuant to the authority and in full compliance with the charter of the City, the Constitution and the laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and Ordinance No. 6378-99 enacted by the City on April 7, 2002, as amended and supplemented by Ordinance No. 6931-02, enacted by the City on July 18, 2002, as further amended and supplemented (the Ordinance) for the purpose of (i) refunding and redeeming $[Refunded Bonds Amount] Outstanding principal amount of the Citys Stormwater System Revenue Bonds, Series 2002; and (ii) paying certain costs of issuance of the Series 2011 Bonds. The Series 2011 Bonds and the interest thereon are payable solely from the Pledged Revenues, which consist of Net Revenues derived from the operation of the System and with respect to each Series of Bonds, the moneys on deposit in the various funds and accounts created pursuant to the Ordinance allocable to such Series of Bonds, with the exception of the Rebad. The Series 2011 Bonds are issued on a parity with certain Outstanding Bonds of the City, as more particularly described herein and the Ordinance permits the issuance of Additional Parity Obligations payable from the Net Revenues upon the conditions described herein under the caption SECURITY FOR THE SERIES 2011 BONDS - Additional Parity Obligations. AMOUNTS, INTEREST RATES, MATURITIES, YIELDS AND CUSIPS (See Inside Cover Page) This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read this entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2011 Bonds are offered when, as and if issued and accepted by the Underwriters subject to the approval of legality by Bryant Miller Olive P.A., Tallahassee, Florida, Bond Counsel. Certain other legal matters will bthe City by Pamela K. Akin, Esquire, City Attorney, and by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Counsel to the City. [Underwriters Counsel], [UC Location] is serving as counsel to the underwriters. Raymond James & Associates, Inc., Orlando, Florida is serving as Financial Advisor to the City. It is expected that the Series 2011 Bonds, in book-entry form, will be available for delivery through DTC in New York, New York on or about November , 2011. October , 2011 __________________________________ * Preliminary, subject to change. Item # 5 Attachment number 3 Page 2 of 35 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIP NUMBERS 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 Official Statement. Item # 5 Attachment number 3 Page 3 of 35 CITY OF CLEARWATER, FLORIDA ELECTED OFFICIALS MAYOR Frank Hibbard CITY COUNCIL George N. Cretekos (Vice-Mayor) John Doran Bill Jonson Paul F. Gibson APPOINTED OFFICIALS William B. Horne, II, City Manager Pamela K. Akin, Esq., City Attorney Brian J. Ravins, CGFO, Finance Director BOND COUNSEL Bryant Miller Olive P.A. Tallahassee, Florida FINANCIAL ADVISOR Raymond James & Associates, Inc. Orlando, Florida DISCLOSURE COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida REGISTRAR AND PAYING AGENT [Paying Agent] [Paying Agent Location] Item # 5 Attachment number 3 Page 4 of 35 No dealer, broker, salesman or other person has been authorized give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2011 Bonds described herein, and if given or made, such information or representations must not be relied upon as having been authorized by the City or the Underwriters. This Official Statement does not constitute an offer to sell the Series 2011 Bonds or a solicitation of an offer to buy nor shall there be any sale of the Series 2011 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by the City and by other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation or contract, by the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. The Series 2011 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, nor has the Ordinance been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exemptions contained in such acts. The registration or qualification of the Series 2011 Bonds in accordance with applicable provisions of the securities laws of the States, if any, in which the Series 2011 Bonds have been registered or qualified and the exemption from registration or qualification in certain other states cannot be regarded as a recommendation thereof. Neither these States nor any of their agencies have passed upon the merits of the Series 2011 Bonds or the accuracy or completeness of this Official Statement. Any representation to the contrary may be a criminal offense. The Underwriters have reviewed the information in this Official Statement pursuant to their responsibilities to investors under the federal securities laws, but the Underwriters do not guarantee the accuracy or completeness of such information. i Item # 5 Attachment number 3 Page 5 of 35 TABLE OF CONTENTS Page INTRODUCTORY STATEMENT ............................................................................................................... 1 THE REFUNDING PROGRAM ................................................................................................................. 2 DESCRIPTION OF THE SERIES 2011 BONDS ...................................................................................... 3 General .................................................................................................................................................. 3 Optional Redemption ............................................................................................................................ 4 Mandatory Redemption ........................................................................................................................ 4 Notice of Redemption ............................................................................................................................ 5 Book-Entry Only System ...................................................................................................................... 5 SECURITY FOR THE SERIES 2011 BONDS ........................................................................................... 8 General .................................................................................................................................................. 8 Series 2011 Bonds Not a Debt of the City ......................................................................................... 11 Outstanding Parity Obligations ......................................................................................................... 11 DEBT SERVICE REQUIREMENTS ........................................................................................................ 12 SOURCES AND USES OF FUNDS ......................................................................................................... 13 THE STORMWATER MANAGEMENT SYSTEM .................................................................................. 14 Physical Description ........................................................................................................................... 14 Management and Maintenance .......................................................................................................... 14 Establishment of Rates, Fees and Charges; Rate Study .................................................................. 15 Capital Expenditures; No Additional Bonds; Potential Regulatory Costs ...................................... 15 Rates, Fees and Charges .................................................................................................................... 16 Historical Net Revenues ..................................................................................................................... 17 FINANCIAL STATEMENTS .................................................................................................................... 17 INVESTMENT POLICY OF THE CITY .................................................................................................. 17 LEGALITY FOR INVESTMENT ............................................................................................................. 18 TAX MATTERS ......................................................................................................................................... 18 General ................................................................................................................................................ 18 Tax Treatment of Original Issue Discount ........................................................................................ 19 Tax Treatment of Bond Premium ...................................................................................................... 20 RATINGS ................................................................................................................................................... 20 LITIGATION .............................................................................................................................................. 20 VERIFICATION OF MATHEMATICAL COMPUTATIONS ................................................................. 21 ADVISORS AND CONSULTANTS .......................................................................................................... 21 CONTINUING DISCLOSURE ................................................................................................................. 22 ENFORCEABILITY OF REMEDIES....................................................................................................... 22 CERTAIN LEGAL MATTERS .................................................................................................................. 22 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ............................................ 22 FINANCIAL ADVISOR ............................................................................................................................. 23 UNDERWRITING ..................................................................................................................................... 23 MISCELLANEOUS ................................................................................................................................... 23 Appendices: Appendix A General Description of the City and Selected Statistics Appendix B Excerpts from the City's Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2010 Appendix C Conformed Copy of Amended Ordinance Appendix D Form of Continuing Disclosure Certificate Appendix E Form of Bond Counsel Opinion Appendix F Revenue Sufficiency Analysis (Rate Study) Item # 5 ii Attachment number 3 Page 6 of 35 OFFICIAL STATEMENT $[Bond 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 information concerning the City of Clearwater, Florida (the City) and the City's $[Bond Amount]* Stormwater System Revenue Refunding Bonds, Series 2011 (the Series 2011 Bonds). 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 Florida, particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and (c) Ordinance No. 6378-99 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 $[Refunded Bonds Amount] of the Citys Stormwater System Revenue Refunding Bonds, Series, 2002 (the Series 2002 Bonds), which are currently Outstanding in the aggregate principal amount of $20,295,000 (the Refunded Bonds); (ii) funding the Reserve Account in the Reserve Fund in an amount equal to the Reserve Requirement applicable to the Series 2011 Bonds, and (ii) paying certain costs of issuance of the Series 2011 Bonds, including the underwriters discount. The Series 2011 Bonds and the interest thereon are payable solely 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 refundindertaken with the proceeds of the Series 2011 Bonds, the City will have Outstanding under the Ordinance $12,405,000 City of Clearwater, Florida Stormwater System Revenue Bonds, Series 2004 and $6,325,000 City 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 constitutional, statutory or charter provision or limitation. No owner or owners of any Series 2011 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City, or any other taxing power in any form on any real or personal property of the City, to pay the Series 2011 Bonds or the interest thereon. The City shall not be obligated to pay the Series 2011 Bonds or any interest thereon except from the Pledged Revenues, in the manner provided in the Ordinance referred to herein. * . Preliminary, subject to change 1 Item # 5 Attachment number 3 Page 7 of 35 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 provide Net Revenues in each year sufficient to pay one hundred 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 Bonds, or financing the cost of extensions, additions and improvements to the System and for the acquisition and construction of, and extensions and improvements to stormwater 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 to the Maximum Bond Service Requirement 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 words and terms having initial capitals used herein and in the Ordinance (as defined below in Authority For Issuance) are contained in the Conformed Copy of Amended Ordinance in Appendix C hereto. The references, excerpts and summaries of all documents referredto herein do not purport to be complete statements of the provisions of such documents, and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Series 2011 Bonds, the security for the payment of the Series 2011 Bonds, and the rights and obligations of holders thereof. The information contained in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations 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 PROGRAM Proceeds of the Series 2011 Bonds will be deposited into an escrow account (the Escrow Account) established with [Escrow Agent], [Escrow Agent Location], as escrow agent (the Escrow Agent) and invested in cash and/or direct obligations of the United States in order to provide sufficient funds on [Escrow Maturity Date], to pay and redeem all of the Outstanding Series 2002 Bonds (the Refunded Bonds), at the redemption price of [ ]% of the principal amount thereof, together with accrued and unpaid interest thereon. Upon issuance of the Series 2011 Bonds and based upon the deposit into the Escrow Fund of the cash and/or direct obligations into the Escrow Fund as described above and the verification of the mathematical accuracy of the sufficiency thereof to pay and redeem the Refunded Bonds as described above by a firm of independent certified public accountants, Bond Counsel will deliver and opinion to the effect that the Refunded Bonds will no longer be outstanding for purposes of the resolution under which they were issued and the pledge of and 2 Item # 5 Attachment number 3 Page 8 of 35 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 BONDS 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 forth 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 of the 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 Owner's expense, to a bank account designated in writing by the Owner not later than the Record Date. Principal of, and premium if any, are payable at maturity, or upon redemption prior to maturity, upon presentation and surrender thereof at the corporate trust office of the Paying Agent. [Registrar], [Registrar Location], is acting as Paying Agent and Bond Registrar for the Series 2011 Bonds. The Series 2011 Bonds will be initially issued in the form of a single fully registered Bond for each maturity of the Series 2011 Bonds. Upon initial issuance, the ownership of each such Series 2011 Bonds will be registered in the registration books kept by the Bond Registrar, in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (DTC). While held in book-entry form, all payments of principal, interest and premium, if any, on the Series 2011 Bonds will be made to DTC or the DTC Nominee as the sole registered owner of the Series 2011 Bonds and payments to Beneficial Owners will be the responsibility of DTC and the DTC Participants as described below. See Book-Entry Only System. With respect to Series 2011 Bonds registered 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 will have any responsibility or obligation with respect to: (i) the accuracy of the records of DTC or any DTC Participant with respect to any ownership interest in the Series 2011 Bonds; (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 (iii) the payment 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 amount 3 Item # 5 Attachment number 3 Page 9 of 35 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 Series 2011 Bonds is registered in the registration books kept by the Bond 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, premium, if any, and interest on the Series 2011 Bonds only to or upon the order of the respective registered owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided in the Ordinance, and all such payments will be valid and effectual 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 registration 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 interest on the Series 2011 Bonds pursuant to the provisions of the Ordinance. Optional Redemption The Series 2011 Bonds maturing on or before November 1, [ ] are not callable prior to their maturity 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. Mandatory Redemption The Series 2011 Bonds maturing on November 1, will be subject to mandatory redemption prior to maturity, by lot, in such manner as the Registrar may deem appropriate, at a redemption price equal to the principal amount thereof plus interest accrued to the redemption date, on November 1, , and on each November 1 thereafter, in the following principal amounts in the years specified: Amortization Amortization Year Installment Year Installment 4 Item # 5 Attachment number 3 Page 10 of 35 As long as the book-entry-only system is used for determining beneficial ownership of the Series 2011 Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the DTC Participants, who will in turn be responsible for notifying the Beneficial 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 notify the Beneficial Owner of any such notice, will not affect the validity of the redemption of the Series 2011 Bonds. Notice of Redemption Not less than 30 days prior to the expected redemption date, notice 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 not affect the validity of any proceeding for the redemption of other Series 2011 Bonds. Interest shall cease to accrue on any Series 2011 Bonds duly called for prior redemption, after the redemption date, if payment thereof has been duly proved. Book-Entry Only System The Series 2011 Bonds will be available in book-entry form only, in denominations of $5,000 or any integral multiple thereof. Purchasers of the Series 2011 Bonds will not receive certificates representing their interests in the Series 2011 Bonds purchased. The Underwriter is to confirm original issuance purchases with statements containing certain terms of the Series 2011 Bonds purchased. The following information regarding The Depository Trust Company, New York, New York (DTC) and the book-entry only system of registration has been obtained by the City from DTC. No representation is made by the City as to its accuracy or correctness. DTC will act as securities depository for the Series 2011 Bonds. The Series 2011 Bonds 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 deposited 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 Banking 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 settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and 5 Item # 5 Attachment number 3 Page 11 of 35 pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing 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 brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has a Standard and Poor's rating of 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 www.dtcc.com. Purchases of the Series 2011 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2011 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2011 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2011 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2011 Bonds, except in the event that use of the book-entry system for the Series 2011 Bonds is discontinued. To facilitate subsequent transfers, all Series 2011 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2011 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners 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 for keeping an account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements made among them, subject to 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 of the Series 2011 Bonds are being redeemed, DTC's practice is to determine by lot the amountof the interest of each Direct Participant in such Bonds, as the case may be, to be redeemed. 6 Item # 5 Attachment number 3 Page 12 of 35 Neither DTC nor Cede & Co. (nor any other DTC nominee) will consor vote with respect to the Series 2011 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2011 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2011 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' 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 records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City 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 Beneficial 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 2011 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 system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2011 Bond certificates 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 denominations and of the same series and maturity, upon surrender thereof at the principal corporate trust office of the Bond Registrar. The transfer of any Series 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 transfer of such Series 2011 Bonds, along with the social security number or federal employer identification number of such transferee. The City and the Bond Registrar may charge the registered owners a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer following the delivery of the Series 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 Item # 5 Attachment number 3 Page 13 of 35 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 Bonds shall be delivered. Neither the City nor the Bond Registrar shall be required to register the transfer or exchange of any Series 2011 Bonds during the period commencing on the fifteenth day (whether or not a business day) of the month next preceding an interest payment date and ending on such interest payment date or, in the case of any proposed redemption of a Series 2011 Bonds, after such Series 2011 Bonds or any portion thereof has been selected for redemption. SECURITY FOR THE SERIES 2011 BONDS 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 defined) derived and collected by the City from the operation of the stormwater management system of the City (the System). Net Revenues are defined by the Ordinance to include all income or earnings, including any income from the investment of funds, derived by the City from the operation of the System after deduction of current expenses, either paid or accrued, for the operation, maintenance and repair of the System, but not including reserves for renewals and replacements, for extraordinary repairs or any allowance for depreciation. The Series 2011 Bonds do not constitute a general indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation. The principal of and interest on the Series 2011 Bonds and all required reserve and other payments shall be made solely from the Net Revenues. The City shall never be required to levy ad valorem taxes on any property therein to pay the principal of and interest on the Series 2011 Bonds or to make any of the required debt service, reserve or other payments, and any failure to pay the Series 2011 Bonds shall not give rise to a lien upon any property of or in the City, except the Net Revenues. Rate Covenant. In the Ordinance, the City has covenanted to fix, establish, revise from time to time whenever necessary, maintain and collect always such fees, rates, rentals and other charges for the use of the products, services and facilities of the System which will always provide Net Revenues in each year sufficient to pay one hundred fifteen percent (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 render 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 Reserve Requirement applicable to the respective series of Bonds issued under the Ordinance. The City will satisfy the Reserve Requirement applicable to the Series 2011 Bonds with a cash deposit equal to the applicable Reserve 8 Item # 5 Attachment number 3 Page 14 of 35 Requirement from a transfer 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 improvements to the System and for the acquisition and construction of, 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 compliance with all of the conditions set forth in the Ordinance, including the following: (1) There shall have been obtained and filed with the Clerk a certificate of the Finance Director stating: (a) that the books and records of the City relative to the System and the Net Revenues have been reviewed by an independent certified public accountant; and (b) the amount of the Net Revenues derived for any consecutive twelve (12) months out of the preceding twenty-four (24) months preceding the date of issuancethe proposed Additional Parity Obligations as adjusted pursuant to paragraphs 2, 3, 4 and/or 5 below, is equal to not less than 120% of the Maximum Bond 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 paragraph 1(b) above may be adjusted by including: (a) 100% 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, if 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 certificate is made. (3) Upon recommendation of the Consulting Engineers if the Additional Parity Obligations are to be issued for the purpose of acquiring an existing stormwater system and/or any other utility system, the Net Revenues certified pursuant to paragraph l(b) above may be adjusted by including: 80% of the additional estimated Net Revenues which in the written opinion of the Consulting Engineers will be derived from the acquired facility during the first full 12-month period after the issuance of such Additional Parity Obligations (the Consulting Engineers' report shall be based on the actual operating revenues of the acquired utility for 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 of thissuance 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 of not less than the final maturity of the proposed Additional Parity Obligations, with any public body, whereby the City shall 9 Item # 5 Attachment number 3 Page 15 of 35 have agreed to furnish any services creating Gross Revenues, then the Net Revenues certified pursuant to paragraph 1(b) above may be increased (to the extent such amounts were not otherwise reflected in such Net Revenues) by the minimum amount which the public body shall guarantee to pay in any one year for the furnishing of services by the City, after deducting from such payment the estimated Cost of Operation and Maintenance attributable in such year to such services. (5) Upon recommendations of the Consulting Engineers, if there 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 additions, extensions or improvements financed with the proceeds of Bonds or Additional Parity Obligations, then the Net Revenues certified pursuant to paragraph 1(b) above shall be increased by fifty percent (50%) of the average annual additional Net Revenues calculated for such three 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 (ii) for all Series of Bonds to be immediately Outstanding thereafter and stating that the Bond Service Requirements in any particular year pursuant to (ii) above is not greater than the Bond Service Requirements 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) above may not exceed 10% of the total principal amount of Bonds estimated to be required for such improvements to the System at the time of issuance of the initial Series of Bonds to finance such improvements. (8) The City shall not be in default in the carrying out of any of the obligations assumed under this Ordinance and no event of default shall have occurred under this Ordinance and shall be continuing, and all payments required by this Ordinance to be made into the funds and accounts established hereunder shall have been made to the full extent required. (9) The ordinance or resolution authorizing the issuance of the Additional Parity Obligations shall recite that all of the covenants contained herein will be applicable to such Additional Parity Obligations. See Appendix C, Conformed Copy of Amended Ordinance. 10 Item # 5 Attachment number 3 Page 16 of 35 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 constitutional, statutory or charter provision or limitation, and no Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form of real or personal property therein for the payment of the principal of and interest on the Series 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 in the manner provided in the Ordinance. Outstanding Parity Obligations After giving effect to the refunding of the Series 2002 Bonds, in addition to the Series 2011 Bonds, there will be Outstanding under the Ordinance $12,405,000 of the Citys Stormwater System Revenue Bonds, Series 2004 and $6,325,000 of the Citys Stormwater System Revenue Refunding Bonds, Series 2005, all of which rank on a parity with the Series 2011 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 improvements to the stormwater system. 11 Item # 5 Attachment number 3 Page 17 of 35 DEBT SERVICE REQUIREMENTS Series Fiscal Parity Bonds Series 2011 Series 2011 2011 Year Debt Bonds Bonds Bonds Ending Service Principal Interest Total 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Totals 12 Item # 5 Attachment number 3 Page 18 of 35 SOURCES AND USES OF FUNDS SOURCES OF FUNDS Par Amount of Bonds Accrued Interest Less: Net Original Issue Discount/Premium Transfer from Series 2002 Reserve Account TOTAL SOURCES 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 underwriters discount. 13 Item # 5 Attachment number 3 Page 19 of 35 THE STORMWATER MANAGEMENT SYSTEM Physical Description The City of Clearwater was created in 1923 by Chapter 9710, Special Laws of Florida, with all governmental, corporate and proprietary powers to enable it to conduct municipal government, perform municipal functions and render municipal services, and to exercise any power for municipal purposes except where expressly prohibited by law. A major municipal function of the City of Clearwater is the efficient, economic, and safe operation of the City stormwater infrastructure for the health, safety, and general welfare of the public. The management of 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 against all developed property within the City to provide planning, design, construction, operation, maintenance, regulation, surveying, and inspection of the stormwater management facilities within the City. Those services provide system management for approximately 187 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 14,400 structures (e.g. culverts, flumes, weirs, catch basins, etc.) to manage drainage for the City, having a population of approximately 108,000 permanent residents and 20,000 winter residents. Management and Maintenance The City has a Council-Manager form of municipal government. The Mayor and Council Members are elected by the City voters 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 administrative 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-time equivalent positions, an increase of one position from the 2009/10 budget. A construction inspector position was transferred from Engineering. Budgeted contractual and professional services have increased $51,000 from the 2009/10 budget to cover increased expenses for the full rate-study, water quality testing in St. Josephs Sound, and Tampa Bay Estuary Program 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 rate of 5.5% of prior year gross revenues or $738,870. The 2010/11 contribution is a 7% increase over the 2009/10 budget. The total budget 14 Item # 5 Attachment number 3 Page 20 of 35 for the Stormwater System for the current Fiscal Year reflects a decrease of 7% from the 2009/10 budget. The Stormwater Maintenance program is supported by 37 fulltime equivalent positions, the same level of staffing as the 2009/10 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 Attorneys Office, and Official Records functions. The Stormwater Fund anticipated portion of this cost is $603,990 in this fiscal year, an 8% increase from the 2009/10 budget. The Stormwater Fund also reimburses the General Fund for specific services provided by General Fund programs. This is primarily the support of the administrative, environmental, and engineering services for time and materials devoted 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 administering Stormwater customers. The Stormwater Funds anticipated portion of this cost is $340,660 in the current Fiscal Year, approximately the same level of funding as the 2009/10 budget. Budgeted transfers of $4,331,450 for the 2010/11 budget reflect the transfer of funds to the Capital Improvement 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 Associates, the Citys utility rate consultant. The most recent FY 2010 Stormwater Revenue Sufficiency Analysis Update, dated June 18, 2010 (the Rate Study) forms the basis for establishing future rates, fees, and charges for System services based upon a planning period of FY 2012 through FY 2021. The Rate Study recommends the City maintain its approved annual 4.250% rate increases from FY 2012 through FY 2013 and implement a 2.5% per year annual increase in FY 2014 and thereafter. The Rate Study is included herein as Appendix F. Capital Expenditures; No Additional Bonds; Potential Regulatory Costs The Rate Study does not forecast the necessity for the issuance of additional Bonds for capital improvements 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 2010/11 budget reflect the transfer of funds to the capital improvement program to support 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 2017, and FY 2018 that will be financed via the Citys short-term lease- purchase program. The Rate Study does point out, however, that the State of Floria has initiated a rulemaking process that is intended to establish quantitative nutrient water quality standards 15 Item # 5 Attachment number 3 Page 21 of 35 for the purpose of protecting state waters from the adverse effenutrient over-enrichment. Depending upon the final 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 analysis process for the Utility. Rates, Fees and Charges The City uses a measurement of one equivalent residential unit (ERU) 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 rate of 1,830 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 increase previously adopted, to be effective October 1, 2002. Effective August 5, 2004, additional increases were adopted. On July 20, 2006, rate increases were adopted for the five-year period beginning October 1, 2007. An increase was adopted on June 19, 2008, for the two one-year periods beginning October 1, 2011 and October 1, 2012. The monthly rates have been, and are, as follows: Rate Per Effective Date ERU January 1, 1991 $3.00 October 1, 1998 $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 October 1, 2004 $8.65 October 1, 2005 $9.35 October 1, 2006 $9.71 October 1, 2007 $10.51 October 1, 2008 $11.14 October 1, 2009 $11.80 October 1, 2010 $12.51 October 1, 2011 $13.04 October 1, 2012 $13.59 16 Item # 5 Attachment number 3 Page 22 of 35 Historical Net Revenues Fiscal Years Ended September 30, 2006 2007 2008 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 Revenues (Expenses) 465,203.00 608,038.00 550,935.00 796,769.00 1,045,752.00 Total Net Revenues $5,568,754.00 $6,296,972.00 $6,232,400.00 $6,547,092.00 $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 Stormwater enterprise fund financial statements of the City at September 30, 2010 and for the Fiscal Year then ended, appended hereto as Appendix B, have been excerpted from the financial statements contained in the City's Comprehensive Annual Financial Reports for the Fiscal Year ending September 30, 2010. INVESTMENT POLICY OF THE CITY Pursuant to the requirements of Section 218.45, Florida Statutes, the City adopted a written investment policy which applies to all funds held by or for the benefit of the City Council (except for proceeds of bond issues which are deposited in escrow and debt service funds and governed by their bond documents) and funds of Constitutional Officers and other component units of the City. The objectives of the investment policy, listed in order in order of importance, are: 1. Safety of principal 2. Provision of sufficient liquidity 3. Optimization of return within the constraints of safety and liquidity The investment policy limits the securities eligible for inclusion in the City's portfolio. The City will attempt to maintain a weighted average maturity of its investments at or below three years; however, the average maturity of investments may not exceed four years. To enhance safety, the investment policy requires the diversification 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 17 Item # 5 Attachment number 3 Page 23 of 35 outstanding securities by class or type, book value, income earned and market value as of the report date. Notwithstanding the foregoing, moneys held in the funds and accounts established under the Ordinance may be invested only in Permitted Investments, as described in the Ordinance. LEGALITY FOR INVESTMENT The Series 2011 Bonds constitute legal investments in the State of Florida 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 1986, as amended (the Code) estab certain requirements which must be met subsequent to the issuance and delivery of the Series 2011 Bonds in order that interest on the Series 2011 Bonds will be and remain excluded from gross income for purposes 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 of the Series 2011 Bonds, regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Series 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 of the United States. The City has covenanted in the Resolution to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2011 Bonds. 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 purpoes of the federal alternative minimum tax imposed on individuals and corporations; 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 2011 Bonds may be subject to the alternative minimum tax when any 2011 Bond is held by a corporation. The alternative minimum taxable income of a corporation must be increased by 75% of the excess of such corporations adjsted current earnings over its alternative minimum taxable income (before this adjustment and the alternative tax net operating loss deduction). Adjusted current earnings will include interest on the Series 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 18 Item # 5 Attachment number 3 Page 24 of 35 the Series 2011 Bonds. Prospective purchasers of the Series 2011 Bonds should be aware that (i) Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2011 Bonds; (ii) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15% of the sum of certain items, including interest on the Series 2011 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 for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of such Subchapter S corporations is passive investment income; and (v) Section 86 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. Other provisions of 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 THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE REGISTERED OWNERS. PROSPECTIVE REGISTERED OWNERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. During recent years legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 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 similar to the Series 2011 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2011 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 2011 Bonds. Tax Treatment of Original Issue Discount Bond Counsel is further of the opinion that the difference betw 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 offering price to the public (excluding bond houses, brokers or similar persons or organizations 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 2011 Bonds. Further, such original issue discount accrues actuarially on a constant interest rate basis over the term of each Discount Bond and the basis of each Discount Bond acquired at such initial offering price by an initial purchaser thereof will be increased by the amount of such accrued original issue 19 Item # 5 Attachment number 3 Page 25 of 35 discount. The accrual of original issue 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 owning the Discount Bonds, even though there will not be a corresponding cash payment. Owners of the Discount Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Discount Bonds. Tax Treatment of Bond 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 similar persons 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 amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of 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 Bond to the purchaser thereof. For purposes of determining gain or loss on the sale or other disposition of a Premium 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 purchasers adjusted basis in such Premium Bond annually by the amount 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 for purposes of determining various other tax consequences of owning such Premium Bonds. Owners of the Premium Bonds are advised that they should consult with their own advisors with respect to the state and local tax consequences of owning such Premium Bonds. RATINGS Moody's Investors Service, Inc. (Moody's) and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (S&P) have assigned ratings to the Series 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 significance 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 downward 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 2011 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. 20 Item # 5 Attachment number 3 Page 26 of 35 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 interest on the Federal Securities and the forecasted payments of principal and interest to redeem the Refunded 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 bsed solely upon assumptions and information supplied by Raymond James & Associates, Inc. on behalf of the City. [Verification Agent] has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of 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 of 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 Advisor. The City has retained Raymond James & Associates, Inc., Orlando, Florida (the Financial Advisor), as the Citys 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 represents the City as Disclosure Counsel. The fees of Disclosure Counsel will be paid from proceeds of the Series 2011 Bonds, and such payment is contingent upon the issuance of the Series 2011 Bonds. 21 Item # 5 Attachment number 3 Page 27 of 35 CONTINUING DISCLOSURE The City has covenanted for the benefit of the holders and benef 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 provide notices of the occurrence of certain enumerated events, if deemed by the City to be material. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository (NRMSIR), and with the State of Florida Repository, if and when created. The notices of material events will be filed by the City with the NRMSIR and with the State of Florida Repository, if and when created. The form of Continuing Disclosure Certificate containing the specific nature 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 notices of material events. ENFORCEABILITY OF REMEDIES The remedies available to the registered owners of the Series 2011 Bonds upon an event of default under the Ordinance are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title II of the United States Code, the remedies specified by the federal bankruptcy code, the Ordinance and the Series 2011 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2011 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. CERTAIN LEGAL MATTERS 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 time of delivery of the Series 2011 Bonds and will be printed on such Bonds. The proposed form of Bond Counsel opinion is attached hereto as Appendix E and reference is made to such form of opinion for the complete text thereof. Certain legal matters will be passed upon for the City by Pamela K. Akin, Esquire, City Attorney and by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, disclosure counsel to the City. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051, Florida Statutes, and the regulations promulgated thereunder require that the City make a full and fair disclosure 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 Item # 5 Attachment number 3 Page 28 of 35 Pursuant to Rule 69W-400.003, Florida Administrative Code, the Department has required the disclosure of the amounts 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 and has not been in default on any bond issued since December 31, 1975 which 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. 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 Series 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 whose 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. FINANCIAL ADVISOR The Financial Advisor for the City is Raymond James & Associates, Inc., with offices located at 111 N. Magnolia Avenue, Suite 1175, Orlando, Florida 32801. UNDERWRITING The Series 2011 Bonds are being purchased by [Senior Manager], on behalf of itself and as representative of the co-managers, [Co-Managers] (collectively, the Underwriters), from the City at an aggregate purchase price of $ (representing the par amount of the Series 2011 Bonds, plus net original issue premium of $ and less Underwriters Discount of $ ). The Underwriters are obligated to purchase all the Series 2011 Bonds if any are purchased. Following the initial public offering, the public offering prices may be changed from time to time by the Underwriters MISCELLANEOUS The references, excerpts and summaries of all documents referredto herein do not purport to be complete statements of the provisions of such documents, and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Series 2011 Bonds, the security for the payment of the Series 2011 Bonds, and the rights and obligations of holders thereof. The information contained in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations 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. 23 Item # 5 Attachment number 3 Page 29 of 35 The execution and delivery of this Official Statement by its Mayor and its City Manager has been duly authorized by the City Council. CITY OF CLEARWATER, FLORIDA Frank Hibbard, Mayor William B. Horne, II, City Manager 24 Item # 5 Attachment number 3 Page 30 of 35 APPENDIX A GENERAL DESCRIPTION OF THE CITY AND SELECTED STATISTICS Item # 5 Attachment number 3 Page 31 of 35 APPENDIX B EXCERPTS FROM THE CITY'S COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010 Item # 5 Attachment number 3 Page 32 of 35 APPENDIX C CONFORMED COPY OF AMENDED ORDINANCE Item # 5 Attachment number 3 Page 33 of 35 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE Item # 5 Attachment number 3 Page 34 of 35 APPENDIX E FORM OF BOND COUNSEL OPINION Item # 5 Attachment number 3 Page 35 of 35 APPENDIX F REVENUE SUFFICIENCY ANALYSIS (RATE STUDY) Item # 5 Attachment number 4 Page 1 of 6 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Clearwater, Florida (the "Issuer") in connection with the issuance of its City's $[Bond Amount]* Stormwater System Revenue Refunding Bonds, Series 2011 (the Series 2011 Bonds). 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 Florida, particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law, and (c) Ordinance No. 6378-99 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 Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Series 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 OF ANNUAL INFORMATION. Except as otherwise provided herein, the Issuer shall provide to the Municipal Securities Rulemaking Board (the "MSRB"), in the manner described in Section 4 hereof, to any state information depository that is established within the State of Florida and with which the Issuer is legally required to file the information set forth herein (the "SID"), it being understood that no such SID is currently established in the State of Florida, on or before April 30 of each year, commencing April 30, 2012 with the report for the 2011 Fiscal Year, the information set forth below in this Section 3. Notwithstanding the immediately preceding sentence, to 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 for the immediately preceding Fiscal Year (the "CAFR"), which shall include the audited financial statements of the Issuer for the immediately preceding Fiscal Ye prepared in accordance with Generally Accepted Accounting Principles, as modified by applicable State of Florida requirements and the governmental accounting standards promulgated by the Government Accounting Standards Board; provided, however, if the audited financial statements of the Issuer are not completed prior to April 30 of any year, the Issuer shall provide unaudited financial statements on such date and 1 Item # 5 Attachment number 4 Page 2 of 6 shall provide the audited financial statements as soon as practicable following their completion; and (B) to the extent not set forth in the CAFR, additional financial information and operating data of the type included with respect to the Issuer in the final official statement prepared in connection with the sale and issuance of the Series 2011 Bonds (as amended, the "Official Statement"), as set forth below: 1. Updates of the financial information set forth in the Officia Statement under the subcaptions Rates, Fees and Charges and Historical Net Revenues under the principal captions THE STORMWATER MANAGEMENT SYSTEM ( in the case of the material under the caption Historical Net Revenues, for the then-immediately preceding five fiscal years) 2. Description of any additional indebtedness payable in whole or in part from the Net Revenues (as defined in the Ordinance) 3. Any other financial information or operating data of the type included in the Official Statement which would be material to a holder or prospective holders of the Series 2011 Bonds. For purposes of this Disclosure Certificate, "Fiscal Year" means the period commencing on October 1 and ending on September 30 of the next scceeding year, or such other period of time provided by applicable law. SECTION 3. REPORTING SIGNIFICANT 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 occurrence of the event, notice 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 Bonds; provided, however, 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 other dissemination agent is required to file such notice with the MSRB properly identifying the Series 2011 Bonds 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 financial difficulties; 2 Item # 5 Attachment number 4 Page 3 of 6 (D) Unscheduled draws on credit enhancement reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions, the issuance by the Internal Revenue Svice 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 te Series 2011 Bonds; (G) Modifications to rights of Series 2011 Bondholders; (H) Calls on the Series 2011 Bonds; (I) Tender offers with respect to the Series 2011 Bonds; (J) Defeasance of the Series 2011 Bonds; (K) Release, substitution, or sale of property securing repayment 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 similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federa law in which a court or governmental authority has assumed jurisdiction 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 officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer); (N) 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 course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to y such actions, other than pursuant to its terms; (O) 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 3 Item # 5 Attachment number 4 Page 4 of 6 The Issuer may from time to time, in its discretion, choose to provide notice of the occurrence of certain other events, in addition to those listed in this Section 3, if, in the judgment of the Issuer, such other events are material with respect to the Series 2011 Bonds, but the Issuer does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. Whenever the Issuer obtains knowledge of the occurrence of a significant event described in this Section 3, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities law to holders of Series 2011 Bonds, provided, that any event under clauses (A), (C), (D), (E), (F), (I), (J), (L), (M) 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 Certificate shall be submitted to the MSRB through its Electronic Municipal Market Access system ("EMMA"). Subject to future changes in submission rules and regulations, such submissions shall be provided to the MSRB, through EMMA, in portable document format ("PDF") files configured 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 for specific terms used within the document through a search or find function 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 dissemination agent engaged by the Issuer pursuant to Section 7 hereof, shall also provide to the MSRB information necessary 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 or specific securities to which such submission is related or otherwise material (including CUSIP number, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (D) the name of any Obligated Person other than the Issuer; (E) the name and date of the document being submitted; and (F) contact information for the submitter. 4 Item # 5 Attachment number 4 Page 5 of 6 SECTION 5. NO EVENT OF DEFAULT. Notwithstanding any other provision in the Ordinance to the contrary, failure of the Issuer to comply with the provisions of this Disclosure Certificate shall not be considered an event of default under the Ordinance; provided, however, any Series 2011 Bondholder may take such actions as may be necessary and appropriate, including pursuing an action for mandamus or specific performance, as applicable, by court order, to cause the Issuer to comply with its obligations hereunder. For purposes of this Disclosure Certificate, "Series 2011 Bondholder" shall mean any person who (A) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 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 purposes. SECTION 6. INCORPORATION BY REFERENCE. Any or all of the information required herein to be disclosed may be incorporated reference from other documents, including official statements or debt issues of the Issuer or related public entities, which have been submitted to the MSRB and the SID, if any, or the SEC. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer shall clearly identify each document incorporated by reference. SECTION 7. DISSEMINATION AGENTS. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor disseminating agent. SECTION 8. TERMINATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon (A) the legal defeasance, prior redemption or payment in full of all of the Series 2011 Bonds, or (B) the termination of the continuing disclosure requirements of the Rule by legislative, judicial or administrative action. SECTION 9. AMENDMENTS. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision may be waived, if such amendment or waiver is supported by an opinion of counsel that is nationally recognized in the area of federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure 5 Item # 5 Attachment number 4 Page 6 of 6 Certificate or any other means of communication, or including any other information in its annual information described in Section 2 hereof or notice of occurrence of a significant event described in Section 3 hereof, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in its annual information or notice of occurrence of a significant event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in its future annual information or notice of occurrence of a signiant 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 2011 Bonds, the Issuer shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. Dated as of this day of November, 2011 ATTEST: CITY OF CLEARWATER, FLORIDA By: By: City Clerk Mayor 6 Item # 5 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Authorize settlement of the workers compensation claims of Claimant Jesse Cross, File 1000005, in their entirety to include medical, indemnity and attorney fees for a sum not to exceed $45,081.46. (consent) SUMMARY: On November 15, 2008, Claimant, a Fire Medic for the City of Clearwater, was lifting a patient from a chair to the stretcher when she injured her back. She was treated conservatively and released to full duty. On January 19, 2010, Claimant was removing a patient from a vehicle to a stretcher and injured her back. She was treated conservatively for a disc protrusion at L5-S1 and released to full duty. She reached maximum medical improvement on October 23, 2010 and received an impairment rating of 5%. On April 14, 2011, Claimant was coming down the stairs at Station 44 when she fell due to syncope. The claim was denied and claimant filed a claim against the City stating her fall was due to leg weakness, which she related to her back injury. On July 21, 2011, Claimant was working light duty when she missteped causing back pain. She was transported to the emergency room. The claim was denied stating no accident as defined within Florida Statute. Medical bills for the July 21 emergency room visit were paid against the January 19, 2010 injury claim. The Claimant continues to receive active medical treatment for her injuries. Settlement of these claims is recommended as being in the best interest of the City by the City's Claims Committee, the Risk Management Division, and the City's outside legal counsel, Mark Hungate, Esq.. Operating Expenditure Type: YesNone Current Year Budget?:Budget Adjustment: Budget Adjustment Comments: $45,081.46 Current Year Cost:Annual Operating Cost: $45,081.46 $45,081.46 Not to Exceed:Total Cost: 10/01/2011 to 09/30/2012 For Fiscal Year: Appropriation CodeAmountAppropriation Comment 0590-07000-545800-519-$45,081.46 000-0000 No Bid Required?:Bid Number: Cover Memo None Other Bid / Contract:Bid Exceptions: Item # 6 1) Assistant City Manager Review Approval: 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Ratify and Confirm Change Order 2 to Wise Gas, Inc. in the amount of $49,429.47 and extend the contact duration by 45 days for the Compressed Natural Gas (CNG) Filling Station Project (10-0043-GA).(consent) SUMMARY: The original CNG Filling Station contract with Wise Gas, Inc. did not include an enhanced canopy design or a monument sign along the right-of-way of Hercules Avenue. The enhanced canopy signage design was submitted to the City Planning department as part of our City comprehensive sign program requirements after the construction project was awarded in April 2011. To realize cost savings for this additional signage work by doing this work while the current contractor was on- site, Clearwater Gas System (CGS) received authorization from the City Manager to move forward with procurement of the sign materials. With approval of this Change Order, the revised contract amount will be $791,204.23. The revised project completion date will be extended by 45 days to December 14, 2011. The original construction contract was approved by the City Council on December 16, 2010 and amended on April 7, 2011, with Wise Gas was in the amount of $674,341. The City Manager subsequently approved CO 1 on September 21, 2011, in the amount of $67,433.76 within his 10% authority. This had been done to cover items not originally in the Wise Gas contract, such as irrigation, lighting of facility and enhanced island barriers (bollards) for rezoning. The Clearwater Gas Department shall own and maintain the proposed improvements included in this Change Order. Capital expenditure Type: YesNone Current Year Budget?:Budget Adjustment: Budget Adjustment Comments: 49,429.47 Current Year Cost:Annual Operating Cost: 49,429.47791,204.23 Not to Exceed:Total Cost: 10/1/2011 to 9/30/2012 For Fiscal Year: Appropriation CodeAmountAppropriation Comment 0315-96387-563800-532-49,429.47Natural Gas Filling Station project code 000-0000 1) Financial Services 2) Office of Management and Budget 3) Legal 4) Clerk 5) Assistant City Manager ED 6) City Review Manager 7) Clerk Approval: Cover Memo Item # 7 Attachment number 1 Page 1 of 2 Item # 7 Attachment number 1 Page 2 of 2 Item # 7 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Authorize the City of Clearwater to take over the maintenance of signage for Dunedin Pass Channel Aids to Navigation, formerly a Coast Guard duty, at an estimated cost of $700 per year and adopt Resolution 11-22. SUMMARY: The Dunedin Pass Channel has shoaled in and the Coast Guard is no longer able to navigate safely the channel to maintain the fourteen Aids to Navigation. The county declined taking on the task due to lack of equipment and manpower. The area is within the city jurisdiction. If the city does not assume responsibility, the Coast Guard will pull the pilings with signage resulting in many vessels going aground. Their removal will affect Clearwater residents of north beach and Island Estates, those launching from the Beach Recreation Center, those using the Beach Recreation Center day docks and the day docks at the Island Way Grill. The channel markers were rebuilt a year ago with pilings that cost approximately $300 each and will last on average fifteen years. The combined signs and pilings will need ongoing replacement due to fading, damage due to storms, or being hit by boaters. The estimated cost for the tug and crew, pilings and signs is approximately $700 per year depending on labor, cost of fuel and materials. The Marine and Aviation Department has no income stream to offset the cost of maintaining the Dunedin Pass Channel and requests that the general fund provide the necessary funding. Funding will be provided from the non-departmental program in the General Fund. Appropriation code: 0-010-07000- 5xxxxx-519-0000 Other Type: YesNo Current Year Budget?:Budget Adjustment: Budget Adjustment Comments: $700 Current Year Cost:Annual Operating Cost: $700$700 Not to Exceed:Total Cost: 11 to 12 For Fiscal Year: Appropriation CodeAmountAppropriation Comment 0-010-07000-5xxxxx-519-$700 0000 1) Clerk 2) Assistant City Manager 3) City Manager Review Approval: Cover Memo Item # 8 Attachment number 1 Page 1 of 1 Item # 8 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Award a Contract to Central Florida Contractors of Largo, Fl, for the 2011 Sidewalk Project (11-0012-EN) in the amount of $568,337.00, which is the lowest responsible bid received in accordance with plans and specifications, and authorize the appropriate officials to execute same. (consent) SUMMARY: This contract includes two main areas of work, new sidewalks and the removal and replacement of existing sidewalks including A.D.A. ramp installation. New sidewalks will be constructed on North Evergreen Avenue, North Hillcrest Avenue and Park Street in the East Gateway District as part of neighborhood enhancement program initiated by the City's Economic Development and Housing Department. Sidewalks to be removed and replaced including A.D.A. ramps are located in the Morningside Estates Subdivision together with the Meadows Subdivision. These sidewalk portions are typically cracked or uplifted by trees and a part of the City's program to keep sidewalks in a safe condition. Other sidewalks to be removed and replaced are being upgraded to meet current Florida Disability Code requirements. These sidewalk portions are located along Cleveland Street, Landmark Drive and Oak Neck Road at Countryside Boulevard. A first quarter amendment will transfer $65,571.00 of Development Impact Fees from Capital Improvement Program (CIP) project 0315-92822, Miscellaneous Engineering to 0315-92339, New Sidewalks. Sufficient funding is available in CIP project 0315-92273, Streets and Sidewalks, to fund $502,766.00 for Repair and Replacement of existing sidewalks for total funding in the amount of $568,337.00. Capital expenditure Type: NoYes Current Year Budget?:Budget Adjustment: Budget Adjustment Comments: See summary $568,337.00 Current Year Cost:Annual Operating Cost: $568,337.00 $568,337.00 Not to Exceed:Total Cost: 2011 to 2012 For Fiscal Year: Appropriation CodeAmountAppropriation Comment 0315-92339-563700-541-000-$ 65,571.00 See summary 0000 0315-92273-563700-541-000-$502,766.00See summary 0000 Yes11-0012-EN Bid Required?:Bid Number: Cover Memo None Other Bid / Contract:Bid Exceptions: Item # 9 1) Legal 2) Clerk 3) Assistant City Manager 4) City Manager Review Approval: Attachment number 1 Page 1 of 3 Attachment number 1 Page 2 of 3 Attachment number 1 Page 3 of 3 Attachment number 2 Page 1 of 16 Item # 9 Attachment number 2 Page 2 of 16 Item # 9 Attachment number 2 Page 3 of 16 Item # 9 Attachment number 2 Page 4 of 16 Item # 9 Attachment number 2 Page 5 of 16 Item # 9 Attachment number 2 Page 6 of 16 Item # 9 Attachment number 2 Page 7 of 16 Item # 9 Attachment number 2 Page 8 of 16 Item # 9 Attachment number 2 Page 9 of 16 Item # 9 Attachment number 2 Page 10 of 16 Item # 9 Attachment number 2 Page 11 of 16 Item # 9 Attachment number 2 Page 12 of 16 Item # 9 Attachment number 2 Page 13 of 16 Item # 9 Attachment number 2 Page 14 of 16 Item # 9 Attachment number 2 Page 15 of 16 Item # 9 Attachment number 2 Page 16 of 16 Item # 9 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve Supplemental Work Order 2 to Sam Schwartz Engineering, in the amount of $59,932.93, for design of a storm water pond and the associated storm water management system to attenuate the storm water improvements on Otten Street from Kings Highway east to Weston Drive. (consent) SUMMARY: This storm water work is associated with the Greenlea-Otten Traffic Calming Project, which is currently under design by Sam Schwartz Engineering. As part of the survey of the traffic calming project it became apparent that there was a flooding issue on Otten Street between Kings Highway and Weston Drive. It was deemed prudent by the Project Manager and the Storm Water Division that effective means could be deployed to reduce the flooding problem on this segment of road and that it could be constructed as part of the Traffic Calming Project. The storm water pond will be located on existing Park Property located at Sandy Lane Park just south of this area on Weston Drive. The Parks and Recreation Department has approved the use of this property. The storm water pond and associated storm water facilities will be maintained by the Storm Water Maintenance Division of the Utilities Department. Sufficient funding in the amount of $59,932.93 is available in Capital Improvement Program project 0315-92259, Traffic Calming. Capital expenditure Type: YesNo Current Year Budget?:Budget Adjustment: Budget Adjustment Comments: $59,932.93 Current Year Cost:Annual Operating Cost: $59,932.93$59,932.93 Not to Exceed:Total Cost: 2011 to 2012 For Fiscal Year: Appropriation CodeAmountAppropriation Comment 0315-92259-561200-541-$59,932.93See summary 000-0000 1) Office of Management and Budget 2) Legal 3) Clerk 4) Assistant City Manager 5) City Manager 6) Clerk Review Approval: Cover Memo Item # 10 Attachment number 1 Page 1 of 8 Item # 10 Attachment number 1 Page 2 of 8 Item # 10 Attachment number 1 Page 3 of 8 Item # 10 Attachment number 1 Page 4 of 8 Item # 10 Attachment number 1 Page 5 of 8 Item # 10 Attachment number 1 Page 6 of 8 Item # 10 Attachment number 1 Page 7 of 8 Item # 10 Attachment number 1 Page 8 of 8 Item # 10 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Provide direction to staff regarding proposed recommendations of the Business Task Force. SUMMARY: At the September 28, 2011 special meeting, City Council directed staff and the Business Task Force Executive Committee to meet and discuss the Task Force recommendations and determine areas of agreement and thth disagreement. Staff and the Executive Committee met on October 13 and 20 and discussed all of the proposed recommendations. Much time was spent on items needing further clarification and those where staff offered alternative solutions. Staff and the Executive Committee are in substantial agreement with the proposed recommendations and/or alternative recommendations. The most noteworthy ones agreed upon are as follows. Changes to site plan application requirements outlined in Opportunity #2. The Executive Committee grees with staff alternative which would: Require a tree inventory and grading plan only when development will impact trees; o Require drainage calculations, pond size and location and narrative describing stormwater control plan; o Require a parking demand study only when the requested parking flexibility exceeds a certain threshold; o and Require a traffic impact study based on the current city policy. o Code amendments addressing changes of use, nonconforming site conditions and pavement. Staff and the Executive Committee agree that code revisions will be developed to allow a significant number of these issues to be reviewed and approved at the staff level instead of at a public hearing which requires a greater amount of time for the developer but does not necessarily result in a different outcome. The Executive Committee agrees that current staff levels could not support two DRC meetings a month. No changes to accessory hotel provisions or Beach by Design will be proposed. Two areas have been identified for additional research/information. One is to get a legal opinion on the application of Florida Statutes allowing private plan review as there is a disagreement with staffs interpretation of the provision. The other one is to get input from the Citys outside legal counsel on the issue of signage on umbrellas. The Committee and Chamber representatives indicated that additional research and thought should be given to electronic changeable message signs but at this time they are not proposing council allow them. However, there was some discussion about the possibility of grandfathering existing signs with electronic message boards and to Cover Memo such to change at a much more frequent rate e.g. every 15 seconds instead of every 6 hours. Item # 11 The one recommendation that staff and the Executive Committee do not agree on is the allowance of sandwich board signs throughout the city. Staff supports their use only along the Citys traditional urban corridors. Attached please find updated spreadsheets containing the Business Task Force Recommendations and staff responses. A new column titled Resolution has been added that outlines the solutions that have been developed to the original recommendations or where no agreement could be reached. Attachments: Business Task Recommendation Recommendations and Staff Responses (revised Oct. 26) 1) Office of Management and Budget 2) Assistant City Manager Review Approval: Cover Memo Item # 11 Attachment number 1 Page 1 of 12 Attachment number 1 Page 2 of 12 Attachment number 1 Page 3 of 12 Attachment number 1 Page 4 of 12 Attachment number 1 Page 5 of 12 Attachment number 1 Page 6 of 12 Attachment number 1 Page 7 of 12 Attachment number 1 Page 8 of 12 Attachment number 1 Page 9 of 12 Attachment number 1 Page 10 of 12 Attachment number 1 Page 11 of 12 Attachment number 1 Page 12 of 12 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Adopt Ordinance 8289-11 on second reading, annexing certain real property whose post office address is 1310 Parkwood Street, together with the abutting right of way of Parkwood Street, into the corporate limits of the city and redefining the boundary lines of the city to include said addition. SUMMARY: Review Approval: Cover Memo Item # 12 Attachment number 1 Page 1 of 1 Item # 12 Attachment number 2 Page 1 of 2 Item # 12 Attachment number 2 Page 2 of 2 Item # 12 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Adopt Ordinance 8290-11 on second reading, amending the future land use plan element of the Comprehensive Plan of the city to designate the land use for certain real property whose post office address is 1310 Parkwood Street, together with the abutting right of way of Parkwood Street, upon annexation into the City of Clearwater, as Residential Low (RL). SUMMARY: Review Approval: Cover Memo Item # 13 Attachment number 1 Page 1 of 2 Item # 13 Attachment number 1 Page 2 of 2 Item # 13 Attachment number 2 Page 1 of 1 Item # 13 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Adopt Ordinance 8291-11 on second reading, amending the Zoning Atlas of the city by zoning certain real property whose post office address is 1310 Parkwood Street, together with the abutting right of way of Parkwood Street, upon annexation into the City of Clearwater, as Low Medium Density Residential (LMDR). SUMMARY: Review Approval: Cover Memo Item # 14 Attachment number 1 Page 1 of 2 Item # 14 Attachment number 1 Page 2 of 2 Item # 14 Attachment number 2 Page 1 of 1 Item # 14 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Adopt Ordinance 8293-11 on second reading, amending Chapter 22, Parks, Beaches, Recreation, Article II, Use Regulations, Section 22.24(2), changing the name of Chautauqua Park North to Enterprise Dog Park, modifying park hours for various parks or portions thereof and removing certain parks. SUMMARY: Review Approval: Cover Memo Item # 15 Attachment number 1 Page 1 of 6 Item # 15 Attachment number 1 Page 2 of 6 Item # 15 Attachment number 1 Page 3 of 6 Item # 15 Attachment number 1 Page 4 of 6 Item # 15 Attachment number 1 Page 5 of 6 Item # 15 Attachment number 1 Page 6 of 6 Item # 15 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Approve referendum questions to appear on the ballot on January 31, 2012, regarding changes to the City Charter and pass Ordinances 8296-11, 8297-11, and 8298-11 on first reading. SUMMARY: The Charter Review Committee is appointed by the City Council every five years to review the City Charter and recommend changes thereto. This year's Charter Review Committee recommends the following changes: Ordinance 8296-11 would require the Charter Review Committee to meet every six years instead of the current every five years; Ordinance 8297-11 would increase the number of consecutive terms a councilmember can serve from two to three; Ordinance 8298-11 would require that a notice of the availability of the annual City audit be published. Upon being adopted, each of these ordinances would be presented as a ballot question on the January 31, 2012 ballot for referendum vote by the citizens of the City of Clearwater. Each ordinance would become effective only upon being approved at referendum. 1) Clerk 2) Assistant City Manager 3) City Manager Review Approval: Cover Memo Item # 16 Attachment number 1 Page 1 of 2 Item # 16 Attachment number 1 Page 2 of 2 Item # 16 Attachment number 2 Page 1 of 2 Item # 16 Attachment number 2 Page 2 of 2 Item # 16 Attachment number 3 Page 1 of 2 Item # 16 Attachment number 3 Page 2 of 2 Item # 16 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Pass Ordinance No. 8299-11 on first reading, amending Section 2.263(1), Clearwater Code of Ordinances, to provide that the salaries of the Mayor and Councilmembers will not increase in 2012. SUMMARY: Pursuant to Section 2.263(1), Code of Ordinances, the salaries of the Mayor and Councilmembers automatically increase by the annual social security cost of living adjustment or 2%, whichever is higher. The Mayor and Councilmembers have determined that they will not accept an increase in salary this year due to financial constraints. This ordinance amends Section 2.263(1) to provide that the Mayor and Councilmembers' salaries will not increase in 2012. 1) Office of Management and Budget 2) Clerk 3) City Manager 4) Assistant City Manager Review Approval: Cover Memo Item # 17 Attachment number 1 Page 1 of 1 Item # 17 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: City Manager Verbal Reports SUMMARY: Review Approval: Cover Memo Item # 18 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Clearwater Street Lights - Councilmember Jonson SUMMARY: Review Approval: Cover Memo Item # 19 Attachment number 1 Page 1 of 2 Item # 19 Attachment number 1 Page 2 of 2 Item # 19 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: Suncoast Dixieland Jazz Classic Weekend Proclamation - Joan Dragon, Director Suncoast Dixieland Jazz Festival SUMMARY: Review Approval: Cover Memo Item # 20 10/31/2011 Meeting Date: Work Session Council Chambers - City Hall SUBJECT / RECOMMENDATION: State of the City Address - City Manager SUMMARY: Review Approval: Cover Memo Item # 21