6311-98 ORDINANCE ND. 6311-98
Ail ORDIN OqCE PROVIDING FOR T HE REFUNDING OF
THE OUTST.A-NDING WATE R AND SEVER REVENUE
S 1988 OF T CITY OF CLEARWATER,BONDS, S l7 NFLO A, ]PROVIDING
THE ISSUANCE OF NOT
EXCEEDING �$49,QQ4, 00 WATER AND SEWER REI�ITN IN
REVENUE BONDS, SERIES 1998, OF THF_ CITY TO E
AP13LIF-D TO PAY THE PRINCIPAL, REDEMPTION
PRE XSM INTEREST IN RESPECT TO SAID
OUTSTANDPiG OBLIGATIONS; PROVIDING FOR THE
PA. ANT OF THE REFUNDING BONDS FROM TI-TE NET
REVENUES OF TIM CITY'S WATER AND SEWER SYSTEM
AND CET P'1 OTHER MONEYS PLEDGED THEREFOR
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH
BONDS; )-VKING CERTAIN OTHER COVENA"4TS AND
AGREE N I°4' IN CONNECTION THEREWITH; PROVIDING
CERT T OTHER MATTERS IN CONNECTION
THEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE ' T OR DA ?f BY THE CITY COMMISSION OF THE, CITY OF
CLEAR WATER, FLORIDA:
Section 1. AUTHORITY FOR THIS ORDENANCE. This Ordinance is enacted
pursuant to Chapter 166, Part 11, Florida Statutes, and other applicable provisions of law and
pursuant to Section 16R of Orclinance No. 3674-84, as amended and supplemented (the "Original
Ordinance") and'is supplemental to the Original!Ordinance.
Section Z. D F ITIONS. The following terms shall have the following ;meanings
herein, unless the text other x-ise expressly requires. Words importing 'singular number shall
include the plural number in each ease and vice versa, and words importing persons shall include
firms and corporations:
"Accreted Value" shall mean, as of any date of computation with respect to any Capital
Appreciation bond, an amount equal to the principal amount of such Capital Appreciation Bond
(the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation
Bond from the date of delivery to the original purchasers thereof to the Interest Payment Date
nc,a preceding the date of computation or the date of computation if an Interest Payment Date,
such interest to accrue at a rate not exceeding the legal rate, compounded semi-annually, plus,
with respect to utters related to the payrelent upon redemption or acceleration of the Capital
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Appreciation Bonds, if;such date of computation :shall not be an Interest Payment Date, a portion
of the difference between the Accreted Value as of the immediately preceding Interest Payment;
Date and the Accreted 'Value as of the immediately succeeding Interest Payment Date,; calculated
based on the assumption that Accreted Value accrues during any semi-annual period in equal daily,
amounts on the basis oof'a 360 day year consisting of 12 months of 30 days each,
"Act" shall mean Chapter 166, Part II, Florida Statutes, and other applicable provisions of
law.
"Additional Bonds" shall mean Bonds issued on a parity with the Parity Bonds and the
1998 Bonds under Section 16R hereof and Section 16R of the Original Ordinance:
"Amortization Installments" with respect to any Term Bonds of a series, shad mean an
amount or amounts sus designated which is or are established for the 'Term Ponds of such series,,
provided that (i) each ;such installment shall be deemed to be due on such interest or principal
maturity date of each applicable year as is fixed by resolution of the Issuer and shall be a multiple
of 15,000 principal amount for $5,000 Maturity Amount, in the case of Capital Appreciation
Term Bonds), and (ii) the aggregate of such installments for such series shall equal thei aggregate
principal amount (or Maturity .Amount, in the case of Capital Appreciation Term Bonds) of Tern
Bonds of such series authenticated and delivered on original issuance.
"Authorized Investments" shall mean, with respect to the 1998 Bonds, any of the
followng if and to the extent the same are at the time legal for investment of municipal) funds: (a)
direct obligations of or'obligations, the principal of and interest on which are unconditionally
guaranteed by the Unit ed States of America; (b) bonds, debentures, notes or other evidence of
indebtedness payable in cash issued by any of the following agencies whose obligations represent
full faith and credit of the United States of America: the Export-Import Bank of the United States,
the Federal Financing 'hanks, Farmers F.1ome Administration, Maritime Administration, Public
Dousing Authority and the Government National Mortgage Association; (c) certificates of deposit
properly secured at all times, by collateral security described in (a) and (b) above, such
agreements are only acceptable with commercial'[ banks, savings and loan associations, and mutual
savings banks; (d) the following investments fully insured by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation: (1) certificates of deposit,
(2) swings accounts, (3) deposit accounts, or ( ) depository receipts of a bank, savings and loan
associations, and mutual savings banks, and (e) such additional investments as are approved by
subsequent resolution of the Issuer adopted prior to the issuance of the 1998 Bonds.
"Bondholder" shall mean a registered owner of a Bond as shown on the registration books
of the Registrar.
"Bond Service T'Lecluirernent for any Fiscal `Fear, as applied to the Bonds of any series,
shall mean the sum of
(1) the amount required to pay the interest becorning due on the Bonds of such
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series. during the Fiscal Year, except to tie extent that such interest Shall have been
provided by payments into the Sinking Fund out of bond proceeds for a specific period of
time or by payments of investment income into the Sinking Fund from the Bond Service
Account or any subaccounts therein. Whenever such income is applied in calculating.a
Bond Service Requirement for any purpose, such income shalt also be excluded in the
computation of gross Revenues for such purpose.
2)
the amount required to pay the principal of Serial Bonds of such series
maturing in such Fiscal 'Year.
(3) the Amortization Installments for the maturities of Term Bonds of such series
for such Fiscal Year.
(4) in the event the Issuer has purchased or entered-into an agreement to purchase
Federal Securities or Authorized Investments from moneys in,the Bond Service Account,
then the income received or to be received on such Federal 'Securities or Authorized
Investments from the date of acquisition thereof to the date of maturity thereof, unless
otherwise designated fibi other purposes, shall be taken into consideration in calculating
the payments which will be required to be made into the Sinking Fund and the Bond
Service Account therein. Whenever such income is applied in calculating a Bond 'Service
Requirement for any purpose, such income shall also be excluded in the computation of
Gross Revenues for suehl purpose.
"Bonds" shad mean the Parity Bonds, the 'mater and Sever Refunding Revenue Bonds,
Sexes 1998, herein �uthorizvd to be issued, and any Additional Bonds herea'er issued udder the
terms, conditions, and limitations contained herein. "1998 Bonds" shall mean the 'mater and
Sewer Refunding Revenue Bonds, Series 1995, herein.authorized.
"Capital Appreciation Bonds" shall mean Bonds the interest on which is payable only at
maturity or redemption, as determined by subsequent resolution.
"Capital Appreciation Term Bonds" shall mean Capital Appreciation Bonds of a series all
of which: shall be stated to mature on one date, which shall be subject to retirement by operation
of the Bond Amortization Account, and the interest on which is payable only at maturity or
redemption.
"Consulting Engineers" shall mean such qualified and recognized consulting engineers,
having a favorable repute for skill and experience in the construction and operation of such
facilities as the System, at the t:xne retained by the Issuer to perform 'the acts and carry out the
duties as herein pr'o'vided for Cortsulting Engineers.
"Cost of Operation and 3ld'aintenance" of the System shall mean the current expenses, paid
or accrued, of operation, maintenance and repair of the System as calculated in accordance with
sound accounting practice, but shall not include any reserves for renewals and replacements, for
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extraordinary repa rs or any allowance for depreciation.
"County" shall mean Pinellas County, Florida, a political subdivision of the State.
Escrow Deposit Agreement" means that certain Escrow Deposit Agreement to be
entered into by and between the Issuer and a bank or trust company to be sclected'and named by
the Issuer pricer to the delivery of the 1998 Bonds, in substantially the form attached hereto as
B' °fait A.
"Federal Securities" shad mean only direct obligations of; or obligations fully guaranteed
as to principal and interest by, the United States of America.
Fiscal Year' shall mean the period commencing on October 1 of each year and ending on
the succeeding September 30, or such other period as is at the time prescribed by law.
"Gross Revenuers"' shall mean all 'income or -earnings, including any income from the
iw estment of funds as herein provided, derived by the Issuer from the operation of the System.
"Increased Opacity Requirements" means any increased demand upon or usage of the
capital facilities of the Systern :resulting from additional connections thereto, or from substantial
changes to Or in the use oproperties connected thereto.
"Issuer" shall mean the City of Clearwater, Florida.
"Maturity mount" means the amount:,payable upon the stated maturity of a Capital
appreciation Bond equal to the principal amount thereof phis all accrued interest thereon from the
date of issue to the rate of maturity..
p" aximurn Bond, Service Requirement" shall mean, as of any particular date 'of
calculation, the greatest Bond Service Requirement for the then current or any future Fiscal 'dear.
pNet Revenues"1 of the System shall mean. the Gross Revenues after deduction of the Cost
of Operation and Maintenance:
"'Original Ordinance" shall mean Ordinance No. 3674=84, as amended and supplemented,
of the Issuer,;authorizing the Parity Bonds and the Refunded Bonds.
'"Panty Bonds" shall mean, after the refunding of the Refunded Bonds, they Issuer's
outstanding eater and Sewer Refunding Revenue Bonds, Series 1993.
"Payment Date" shall mean, with respect to payment to the Bondholders of principal or
interest on the Bonds, or with respect to the mandatory amortization of Term, Bonds, the date
upon which payment ofsuch pnncipal, interest or Amortization Installment is required to be made
to the Paying agent.
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"Pledged Revenues" shall mean the Net Revenues.
a'b'ut Bonds" shale mean the Term bonds so designated by resolution or ordinance of the
Issuer at or prior to the time the Bonds of any series are sold.
'Refunded Bonds" shall mean the Issuer's outstanding Mater and Sewer Revenue Bonds,
Series 1988.
"Registrar" shad mean the paying agent for the Bonds, as Bond Registrar, or such other
person, firm or corporation as may thereaf ter be from time to time designated by the Issuer as the
Registrar for the Bands,
"Serial 'Bonds" slliall mean any Bands for the payment of the Eprincipal of which, at the
maturity thereof, no' riortiza ion Installments are required to be made prior to the stated date of
maturity of,,=h Serial rends.
"System" shall inean the complete combined and consolidated water system and sanitary
sewer system of the:Issuer now owned by the Issuer, or hereafter constructed or,acquired by the
Issuer, together wish all lands I or interests therein, including plants, buildings, machinery,
franchises, pipes, mains, fixtures, equipment and all property, real or personal, tangible or
intangible, now or here,afler owned or used in connection therewith, and including any undivided
o partial ownership interests therein.
"Tenn Bonds" shall mean the Bonds of a series all of which shall be stated to mature on
one date and which shall' be subject to retirement by operation of the Band Amortization Account.
Section 3, FUNDI Y GS. It is hereby ascertained, determined and declared that:
A. 'The Issuer now owns, operates and maintains the System and is empowered to
maintain, operate, 'improve and extend such system and regulate and fix reasonable rates and
charges for the services furnished thereby.
B. The Issuer derives, Gross Revenues from rates, fees,and:charges made and collected
for the services and facilities of the System supplying water and sanitary sewerage services and
the Gross Revenues are riot pledged or encrambered in any manner, except :For payment of the
Refunded Bonds, which pledge and lien will be defeased pursuant to the refunding program herein
authorized, and except ;For payment of the Rarity Bonds.
C. The Issuer deems it necessary and in its best interest to provide for the refunding of all
the outstanding Refunded Bonds. The refunding program herein described will benefit the Issuer
by reducing the debt service to be paid from the Net Revenues of the System.
D. The cost of such refunding shall be paid from the proceeds derived from the .dale of the
1`998 Bonds, and, if necessary, with certain other funds available to the Issuer. An amount
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sufficient to e5et t the refunding will be deposited in an irrevocable escrow account established for
the holders of the RefUnded Bonds, and invested in Federal Securities. The principal amounts of
and interest earnings from such Federal Securities will be sufficient to make timely payments of all
presently outstanding principal, interest, redemption premiums and other costs and obligations
incurred in respect to the Refunded Bonds.
E. Section 16R of the Original Ordinance provides for the issuance of additional.Bonds
under the terms, limitations and conditions provided therein.
F. The Issuer has complied, or will comply prior to the delivery of the 1998 Bonds, with
all the terms, conditions and restrictions contained in Section 16R of the Original Ordinance. The
Issuer is therefore legally entitled to issue the 1998 Bonds as Additional 'Bonds within the
authorization° contained in the Original Ordinance and the covenants in the Original Ordinance
shall apply tai the 1998"Blinds.
G. The 1998 Bonds herein authorized shall be on a parity and rank equally, as to lien on
and source and security for payment from the Pledged Revenues and in all other respects, with the
Rarity Bonds.
H. The estimated pledged Revenues will be sufficient to pay all of the principal of and
interest on the 1998 Bonds and the Parity Bonds, as the same become due, and to make all
required sinking fund, resetlile and other payments required under this Ordinance and the Original
Ordinance.
I. The;principal of and interest on the Bonds and all required sinking fund, reserve and
other payments shall be riptide solely from the Pledged'Revenues as herein provided; The Issuer
shall.never be required to Fevy ad valorem taxes on any property therein to pray the principal of
and interest on the Bonds or to make any of the required sinking fund, reserve or other payments,
and any failure to pay the Bonds shall not give rise to a lien upon any property of or in the Issuer,
except the Pledged Revelnues.
J. The total indebtedness of the Issuer, within the meaning of the Issuer's charter, does
not exceed twenty per septum (20%) of the current assessed valuation of all real property located
in the Issuer, and will not exceed such amount after issuance of the 1998 Bonds.
Section 4. AUTHORaATION OFREFUNDING OF REFUNDED BONDS. There
is hereby authorized the ref anding of the outstanding Refunded Bonds:.
Section S. O I.�'�ANt_".E TO CONSTITUTE CONTRACT. In consideration of the
acceptance of the 1998 Bonds by the Bondholders from time to time, this Ordinance shall he
deemed to be and shall constitute a contract between the Issuer and such Bondholders. The
covenants and agreements herein set forth to be performed by the Issuer shall be for the equal
benefit, protection and security of the legal Bondholders of any and all of such 1,998 Bonds, all of
which shall be of equal ran]< and without preference, priority or distinction of any of the 1998
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Bonds over any other thereof, except as expressly provided therein and herein..
Section 6. A i 1110 I A. IO OF 1998 BONDS. Subject and pursuant to the
provisions hereof, ,Bonds of the Issuer to be known as "Water and Sewer Refunding Revenue
Bonds, Series 1998" are authorized to be issued in the aggregate original principal amount of not
exceeding $49,000,000 vvrhich may mature at a higher value to include the Maturity Amount of
any Capital Appreciation Bonds.
Section 7. DESCRIPTION OF 1998 BOMBS. The 1998 Bonds, except; Capital
Appreciation Bonds, shall be dated as of a date or dates to be fixed by subsequent resolution of
the Issuer, but not later than their date of delivery, may be Serial Bonds, Term Bonds, or a combi-
nation thereof; shall be designated "R- " and numbered consecutively from one upward in order of
authentication:; shad be in such denominations, shall bear interest at such rate or rates not
exceeding the maximum legal rate allowable by law to be payable at such times, and shall mature
either,annually or semi-annually on such dates and in such years and amounts, all as shall be deter-
mined bey subsequent resolution:of the Issuer. The 1998 Bonds shall bear interest from their date
or from the most recent interest payment date to which interest has been paid, until payment of ;
the prineipal'sum.
The 1998 Bonds shall be issued 'in fully registered form, payable as to principal and
premium, if any, upon presentation and surrender thereof on the date fixed for maturity oz
redemption thereof at the corporate trust office of the paying agent hereafter named. Interest on
each fully registered 1998 Bond (except the Capital Appreciation Bonds) shall be paid by check or
draft, (in the case of holders of, 1,000,000 or more of Series 1998 Bonds, such payment sht" be
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made by sire transfer if so requested by such Holder, provided that such Holder pays for the cost
of such wire transfer) mailed to the person in whose name the Bond is registered, at his or her
address as it appears on the Bond Register maintained by the Bond Registrar, at the-close.of
business on the 15th day of the 'month (w_.x her or not a business day) next preceding the interest
Payment Date (the "Record Date"), irrespective of any transfer of each Bond subsequent to such
Record Date and prior to such interest Payment Bate, unless the Issuer shall be in default in
payment of interest due on such interest Payment Date_ In the event of any such default, such
defaulted interest 'shall be payable to the person in whose name such Bond is registered at the
close of business on a sl3ecial record date for the payment of defaulted;interest as established by
notice mailed by the Registrar to the registered owner of the 1998 Bonds (except the Capital
Appreciation Bonds) not less than fifteen days preceding such special record date. Such notice
shall be mailed to the person in whose name such Bond is registered at the close of business on
the fifth (5th) day preceding the date of mailing. All payments shall be made in accordance with
and pursuant to the terins of this Ordinance and the 1998 Bonds and shall be payable in any coin
or currency of the United States of America which, at the time of payment is legal tender for the
payment of public or private debts.
The Capital Appreciation Bonds, if any, shall be dated as of a date or dates to be fixed by
subsequent resolution of the Issuer, but not later than their date of delivery; shall be designated
"CA-" and numbered from 1 upward in order of authentication; shall mature on such dates; and
the principal amounts thereof shall accrete at the approximate manual yield (subject to rounding
the Accreted Values), all as set forth by subsequent resolution of the Issuer.
No 1998 Bond shall be valid or become obligatory for any purpose or be entitled;to any
security or benefit under the Ordinance until the certificate of authentication endorsed on the
Bond shall have been duly ;signed by the Bond Registrar.
If the date far payment of the principal of, premium, if any, or interest on the 1998 Bonds
shall be a Saturday, Sunday, legal holiday or a da) can which the banking institutions in the city
where the corporate trust office of the paying agent is located are authorized by law or executive
order to close;, then the date for such payment shall be the next succeeding day which is not
Saturday, Sunday or legal holiday or a day on which such banking institutions are authorized to
close, and payment on such date shall have the same force and effect as if made on the nominal
date of payment.
The 1998 Bonds �I except the Capital Appreciation Bonds) may be issued or exchanged for
Bonds in coupon form, payable to bearer, In such form, with such attributes and upon such
conditions as the Issuer,may provide by supplemental resolutions, upon receipt of an opinion from
a nationally recognized bond counsel that such issuance or exchange will not cause interest on the
Bonds to be includable in gross income of the holder for federal income taxi purposes.
Section 8. XECILTTIONOF1998BONDS. The 1998 Bonds shall be executed in the
name of the Issuer by the Mayor-Commissioner issioner and City Manager and attested by the City Clerk,
and approved as to form, suffliciency and correctness by the City Attorney, either manually or with
his facsimile signature, anal the official seal of the Issuer or'a facsimile thereof shall be affixed
thereto or reproduced thenaon_ The facsimile .signature of such officers may be imprinted or
reproduced on the 1998 Bonds. The Certificate of Authentication of the Bond Registrar shall
appear on the 1998 Bonds, and no bond shall be valid or obligatory for any purpose or be entitled
to any security or benefit under this Ordinance unless such certificate shall have been duly
executed on such 1998 Band. The authorized signature for the Bond Registrar shall be either
manual or facsimile; provided, however, that at least one of the signatures appearing on the 1998
Bonds shall at all tunes be at manual signature. In case any officer whose signature shall appear on
any 1998 Bonds shall cease to be such officer before the delivery of such 1995 Bonds, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes the same as if he
had remained in office until such:delivery. Any 1998 Bonds may be signed and sealed on behalf of
the Issuer by such person who at the actual time of the execution of such 1998 Bonds shall hold
the proper office with the Issuer, although at the date of enactment of this Ordinance such person
may not have Feld such office ce or may not have been so authorized.
Section 9, NEGIDTIABILITY. Subject to the provisions hereof respecting registration
and transfer, the 1995 Bonds shall be and shall have all the qualities and incidents of negotiable
instruments under the laws of the State of Florida, and each successive holder, in accepting any of
the 1998 Bonds, shall be conclusively deem ed to have agreed that the 1998 Bonds shall be and
have all of such qualities and incidents of negotiable instruments 'under the Uniform Commercial
Code - Investment Securities of the State of Florida.
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Section loo REC311STRATION, EXCHANGE AND TRANSFER. 'There shall be a
Bond Registrar for the 119,918 Bonds which may be the Issuer or a designated bank or trust
company located within or without the State of Florida. The Bond Registrar shall maintain the
registration books of th . Issuer and be responsible for the transfer and exchange of the 1998
Bonds. The Issuer shalt, prior to the proposed date of deliver/ of the Bonds, by resolution
designate the Bond Registrar- and Laying Agent. The Bond Registrar shall maintain the books for
the registration of the tran,rfbr and exchange of the 1998 Bonds in compliance with the 'Florid,
Registered Public Obligations Act and the system of registration as established by the Issuer
pursuant thereto.
Bonds may be ,ran i'erred upon the registration books, upon delivery to the Registrar,
together with written instructions as to the details of the transfer of such 1998 Bonds, along with
the social security number or federal employer identification number of such transferee and, if
such transferee is a trust, the name and social security or federal employer identification numbers
of the settlor and beneficiaries of the trust, the,date of the trust and the name of the trustee. No
transfer of any 1998 Bond shall be effective until entered on the registration books maintained by
the Bond Registrar.
Boon surrender for transfer or exchange of any 1998 Bond, the Issuer shall execute and
the Bond Registrar shall authenticate and deliver in the name of the registered owner or the
transferee or transferees, as the case may be; a new fully registered 1998 Bond or 1998 Bonds of
authorized derxorninations of the same maturity and interest rate for the aggregate principal
amount which the registered owner is entitled to receive at the earliest practicable time in'accor--
dunce with the provisions of this Ordinance. The Issuer or the Bond Registrar may charge the
owner of such 1998 Bond for even such transfer'or exchange an amount sufficient to reimburse
then for their reasonable fires and for any tax, fee, or other governmental charge required to be
paid with respect to such transfer, and may require that such charge be paid before any such new
1938 Bond shall be delivered.
All 1998 Bonds presented for transfer, exchange, redemption or',payrnent (if so required
by the Bond Registrar), shall be accompanied by a written instrument or instruments of transfer or
authorization for exchange, in forma and with guaranty of signature satisfactory to the Bond
Registrar, duly executed by the registered holder or by his duly authorized attorney in fact or legal
representative.
All 1998 Bonds delivered upon transfer or exchange shall bear interest from the preceding
interest p ynnent date so that neither gain nor loses in interest shall result from the transfer or
exchange: T" eiv 1998 Bonds delivered upon any transfer or exchange shall be valid obligations of
the Issuer, evidencing the same debt as the 1998 Bond surrendered, shall be secured by this
Ordinance and shall be entitled to all of the security and the benefits hereof to the same extent as
the 1998 Bonds surrendered.
The Issuer and than fond Registrar may treat the registered owner of any 1398 Bond as
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the absolute owner thereof for all purposes, whether or not such 1998 Bonds shall be overdue,
and shall not be bound by any notice to the contrary.
Novvvrithstanding the foregoing provisions of this section, the Issuer reserves the right, on
or prior to the delivery of the 1998 Boards to amend or modify the foregoing provisions relating to
the registration of the 14998 Bonds by resolution or ordinance in order to comply with all
applicable laws, rules, and reg-ttlations of the United States and/or the State of Florida relating
thereto. In addition pug*suant to a resolution adopted prior to the issuance of the Series 1998
Bonds, the Issuer may establish a book-entry-only system of registration for the Series 1998
Bonds, the provisions of which, shall be deemed to modify any inconsistent provisions of this
Ordinance.
Section 11. 1998 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
vase any '1998 Bond'shall become mutilated, or be destroyed, stolen or lost, the'Issuer may in its
discretion issue and deliver a new 1998 Bond of like tenor as the 1998 Bond so mutilated,
destroyed, stolen or lost, in exchange and substitution for such mutilated 1998 Boned upon
surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond
destroyed, stolen or lost, and upon the holder furnishing the Issuer proof of his ownership thereof'
and satisfactory indemnity''and complying with such other reasonable regulations and conditions
as the Issuer
may pre3scr$be; and paying such expenses as the Issuer nay incur. A11 1998 Bonds so
surrendered shall.be canceled by the Registrar for the 1998 Bonus. If any of the 1998 Bonds shall
have matured or be about to .nature, instead of issuing a substitute 1998 Bond, the Issuer may
pay the carne, upon being indemnified as aforesaid, and if such 1998 Bonds be lost, stolen or
destroyed, without surrender thereof
Any such duplicate 1998 Bonds issued pursuant to this section shall constitute original,
additional contractual obligations on the part of the Issuer whether or not`the lost, stolen or
destroyed 1998 Bonds be at any time found by anyone, and such duplicate 1998 Bonds shall be
entitled to equal and proportionate benefits and rights as to lien on the source and security for
payment from the fixnds, as hereinafter pledged, to the same extent as all other 1998 Bonds issued
hereunder.
Section 12. PROVISIONS FOR REDEMPTION. The 1998 Bonds shall be
redeemable as provided by subsequent resolution of the Issuer.
1:998 Bonds in denominations greater than an authorized denomination (or authorized
Maturity'; ount in the dune of Capital appreciation Bonds) shall be deemed to be an equivalent
number of 1998 Bonds in the denomination of an authorized denomination or Maturity Asnourit.
If a 1998 Bond is of a denomination or Maturity Amount larger than an authorized denomination
or Maturity Amount, a portion of such 1998 Bond may be redeemed, in the amount of are
authorized denomination or Maturity Amount or integral multiples thereof.
Notice of such redemption, identifying the 1998 Bonds or portions thereof called for
redemption (i) shall be filed with the paying agents and any Registrar, and (ii) shall be mailed by
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the Registrar, first-class rail, postage prepaid, to all registered owners of the 1998 fonds to be
redeemed not more than sixty (60) days and not less than thirty (30) days prior to the date fixed
for redemption at their addresses as they appear on the registration books to be maintained in
accordance with the provisions hereof. Failure to give such notice by mailing to any owner of
1998 Bonds, or any defect therein, shall not affect the validity of any proceeding for the
redemption of other Bonds.
Notice having; been mailed and filed in the manner and under the conditions hereinabove
provided, the 1998 Bonds or portions of 1998 Bonds so called for redemption shall, on the
redemption date designated in such notice, become and be due and payable at the ;redemption
price provided for redemption of such 1998 Bonds or portions of 1998 Bonds on such date_ Can
the date so designated for redemption, notice having been mailed and filed and :moneys for
pa ent of the recler� ll:ion price being:held in separate accounts in trust for the holders of the
1998 Bonds or portions thereof to be redeemed, all as provided in this Ordinance, interest on the
1998 Bonds or portions of 1.998 Bonds so called for redemption shall cease to accrue, such 1998
Bonds and portions qkf'199$ `Bonds shall cease to be entitled to any lien, benefit t or security tinder
this Ordinance, and the holders or Registered Owners of such 1998 Bonds or portions of 1.998
Bonds, shall have no rights in respect thereof, except the right to receive payment of the
redemption price thereof
1:.;Tpon surrender of any 1998 Bond for redemption in part only, the Issuer shell issue and
deliver to the registered owner thereof, the costs of which shall be paid by the registered owner, a
new 1998 Bond or 19,98 Bonds of authorized denominations or Maturity Amounts in aggregate
principal amount equal to the unredeemed portion surrendered.
In addition to the fbre;8oing notice, farther notice may be given by the Issuer as set out
below (provided such ;additional notice is not required as a condition to redeeming 1998 Bonds),
but no detect in said further notice nor any failure to give all or any portion of such further notice
shall in any manner defeat the effectiveness of a call for redemption if notice thereof is is given as
above prescribed.
(1) Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (i) the CUSip
numbers of all 1998 Bonds being redeemed; (ii) the date of issue of the 1998 Bonds as
originally issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the
maturity elate of" each Bond being redeemed; and (v) any other descriptive information
needed to identify accurately the 1998 Bonds being redeemed.
(2) Bach. further notice of redemption shall be sent at least 35 days before the
redemption date- by registered or certified mail or overnight delivery sen ice to 2011
registered securities depositories then in the business of holding substantial amounts of
obl!igalions of types similar to the type of which the 1998 .bonds consist (such depositories
now Depository Trust Company of New Fork, New Fork, Midwest Securities
Trust C:ompa ), of Chicago, Illinois, Pacific Securities Depository Trust Cornpany of San
Francisco, California, and Philadelphia Depository Trust Company of Philadelphia, Penn-
sylvania) and o one or more national information services that disseminates notices of
redemption of obligations such as the 1998 Bonds.
(3)Bach such flurther notice shall be published one time in the Bond Bier of,'New
York, New York or, if such publication is impractical or unlikely to mach a substantial
number of the Holders, of the Bonds, in some other financial newspaper or journal which
regularly carries notices of redemption of obligations similar to the Bonds, such
publication to be,m de at least 30 days prior to the date fixed'for redemption.
Section 13. F RAI OF 1995 BONDS. The text of the 1998 Bonds ,shall be in
substantially the form attached[ hereto as Exhibit B, with such omissions, insertions and variations
as rosy be necessary and desirable and authorised and permitted 11by this ordinance or b; any
subsequent ordinance or resolution adopted prior to the issuance thereof
Section 14. BON DIS NOT DEBT OF ISSUER. The Bonds shall not be or constitute
general indebtedness of the Issuer within the meaning of any constitutional or statutory provision
or limitation., but shall be payable ;solely from and secured by a prior lien upon and pledge of the
Pledged Revenues herein provided. NTo Bondholder shall ever have the right to compel the
exercise of the ad valorem taxing power of the Issuer or taxation in any form of any real property
therein to pay the Bonds or the interest thereon or be entitled to payment' of such principal and
interest from any other funds of the Issuer except from the Pledged Revenues in the manner
provided herein.
Section IS. PLEDGED REVENUES. Until payment has been provided for as herein
permitted, the payment of the principal of and interest on the Bonds shall be secured forthwith
equally and ratably by an irrevocable lien on the Pledged Revenues prior and superior to all other
liens or encumbrances on such Pledged and the Issuer does hereby irrevocably pledge
such Pledged Revenues to the payment of the principal of and interest, on the Bonds, the reserves
therefor, and for all other required payments. The Pledged Revenues shall immediately be subject'
to the lien of this pledge without any physical delivery thereof or further act, and the lien of this
pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or
otherwise against the Issuer. All funds and accounts created pursuant hereto shall be held by the
Finance Director(or such other officer of the Issuer as shall be approved by the City Commission)
as trust funds for payment of the Bond's.
Section :1:6. ONgi'dN NTS OF THE ISSUER. Until all principal of and interest on the
Bonds shall have been paid or provided for as herein permitted, the Issuer covenants with the
Bondholders as follows:
A. REVENUE FUND. The entire Gross Revenues shall upon receipt thereof be
deposited in the Revenue Fund created and established by the Original Ordinance. Such Revenue
Fund shall constitute a toast ff.nd for the purposes herein provided and shall be kept separate and
2
distinct from all other funds of the Issuer and used only for the purposes and in the mannler, herein
provided.
B. DISPOSITIION Old VENUES. X11 funds at any time remaining on depolsit in the
Revenue-Fund shall be disposed of on or before the twentieth day of each month, commencing in
the month immediately fbilo ping the delivery of the 1998 Bonds, only in the following manner
and in the following order: of priority:'
(1) funds shall first be used for deposit into the Operation and Maintenance Fund,
which was esta lisped by the Original Ordinance, of such sums as are necessary for the
Oost of3pertion and Rfla.intenance, for the next ensuing month:
(2) From the moneys remaining in the revenue Fund, the Issuer shall next deposit
into the Sinking Find created by the Original Ordinance, such sums as will be sufpcient to
pay (a) one-sixth (l!/6) of all interest becoming due on the Bonds on the next semi-annual
interest payment clate; (b) commencing in the first month which is twelve (12) months or
six (6) months prior to the first annual or semi-annual maturity date, respectively, of any
Serial Bonds, one-twelfth (1/12) or one sixth (116), respectively, of the amount of Serial
Bonds which!wiilLbecome due and payable on the next annual or semiannual (principal
rnaturlty dater respectively, and (c) one-twelfth (1/12) of the A.mortizatidan Installment
requited to be made on the next annual payment date or one-sixth (1/6) of the 'A. ortiza-
tion Installment required to be made on'the next semi-annual payment date into a 'Bond
ortizatio Aicc aunt" created and established in the Sinking Fund by the Original
Ordinance. Such paymehts shall be credited to a separate' special account for each series
sbf Term Bonds ��cat;standirxg, and if;there shall be more than one stated maturity for Terra
Bonds of a series; then into a separate special account'in the Sinking Fund for each such
separate raturity of Term Bonds... The funds and investments in each such separate
account shall be ipledued solely to the payment of principal of the Term Bonds of the series
or maturity within a series for which it is established and shall not be available for
payment, purchase or redemption'of Term Bonds of any other series or within a series,'or
for transfer to the,;inking Fund to snake up any deficiencies in required payments therein.
The Amortization Installments may be due either annually or semiannually, but in any
event, the required payments as set forth above shall be made monthly commencing in the
first month which is six(6) months or twelve (12) months, as the case may be, prior to the
date on which the Amortization Installment is required to be made pursuant to (c) above.
Upon thy; sale of any series of Term Bands, the Issuer shall by resolution, establish
the amounts and maturities of such Amortization Installments for each series, and if there
shall, be mare than one maturity of Term Bonds within a >series, the Amortization
Installments for the Terra Bonds of each maturity. In the event the moneys deposited for
retirement`of a maturity of Term. Bonds are required to be invested, in the mariner
provided below,, the Amortization Installments may be stated in .terms of either the
principal amount of the investments to be purchased on, or the cumulative amounts of the
principal amount ofinvestments required to have been purchased by, the payment date of
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such Amortization Installment.
Moneys on deposit it each of the separate special accounts in the Bond
Amortization Account shall be used for the open market purchase or the redemption of
Term Bonds of the series or maturity of Term Bonds within a series for which such
separate special account is established or may remain in said separate special account and
be invested until the stated date of maturity of the Term Bonds. The resolution estab-
lishing the Amortization Installments for any series or maturity of Term Bonds may limit
the use of moneys to any one or snore,of the uses set forth in the preceding sentence and
may specify the type or types of investments permitted hereunder to be purchased.
(3) Moneys resraining in the Revenue Fund shall next be applied by the Issuer to
maintain a'Reserve ac-count, which Reserve .A yeas created and established by the
Original Ordinance, in a sum equal to and sufficient to pay the Maximum Bond Service
Requirement on all outstanding Bonds becoming due in any ensuing Fiscal Year, all or a
portion of which surr,; iirnay be initially provided from the proceeds of the sale of the Bonds
and/or other moneys of the Issuer. The Issuer shall thereafter deposit into said Reserve
Account an amount equal to one-twelfth (1/12) of twenty per cent (20%) of the difference
between the amount, if any, so deposited upon the delivery of the Bonds and the amount
of the Maximum Bond Service Requirement on all outstanding Bonds becoming due in
any ensuing Fiscal Year. No farther payments shall be required to be made into such
Reserve Account when there has been deposited therein and as long,as there shall remain
on deposit therein a scum equal to the Maximum Bond Service'Requirement on all
outstanding Bonds becoming due in any ensuing Fiscal Fear,
Any withdrawals from the Reserve Account shall be -subsequently restored :From
the first moneys available in the Revenue Fund after all required current payments into the
Sinking Fund and into the Reserve Account, including all deficiencies for prior payments,
have been made in f.tll.
'Moneys in the Reserve Account`shall be used only for the purpose of the payment
of maturing principal (including Amortization Installments) of or interest on the Bonds
when the :moneys in the Sinking Fund are insufficient therefor, and for no other purpose.
Upon the issuance by the Issuer of any Additional Bonds under the terms, limitations and
conditions provided in this Ordinance and the Original Ordinance, the payments into the
Reserve Account shall be increased so that the amount on deposit therein shall be equal to
the Maximum Bond Service Requirement on all Bonds outstanding and to be outstanding.
Whenever the amount on deposit in the Reserve Account exceeds the Maximum
Bond Service Requirement ors all Bonds then outstanding, the excess may be withdrawn
and deposited into the Sinking Fund.
The Issuer shall not be required to make any fbrt,her payments into the Sinking
Fund or into the Res.e ie Account when the aggregate amount of moneys in the Sinking
1
Fund and the Reserve ..Account are at least equal to the aggregate principal amount of
Bonds theta outstanding;, plus the amount of interest then due or thereafter to become due
on the Bonds then outstanding.
NTotwithstaneFing the foregoing provisions, in lieu of the required deposits of
Revenues into the Reserve Account, the Issuer may,cause,to be deposited into the Reserve
Account a surety bond or an insurance policy issued by a reputable and-recognized insurer
for the benefit of the Bondholders in an amount equal to the difference betw66 the
Jurn fond Srvice Requirement and the sums then on deposit in the Reserve
Account, if any,,:*hicl surety bond or insurance policy shall be payable (upon the giving of
notice as required tliereunder) on any interest payment date on which a deficiency exists,
which cannot be cured by funds in any rather account held pursuant to this Ordinance and
the Origirial Ordigan and available for such purpose. The insurer providing such sr rety
bored or insuranee IIiX icy shall be an insurer whose municipal bond insurance policies
insuring the paymient, ',when'due; of the principal of and interest on municipal bond issues ,
results in such issuc,'i being rated in the highest rating category by Standard & Poor's
Corporation or oddy"s Investors Service, Inc., or their successors. If a disbursement is
made from a surety band or an insurance policy provided pursuant to this paragraph the
Issuer shall be obligated to either reinstate the maximum limits of such surety,bond or,
insurance policy ai 1ic,,diately following such disbursement or to deposit into the Reserve
Account, as herein prrovided in this paragraph for restoration of withdrawals from the
Reserver Account, funs in the amount of the disbursement made under such policy,, or a
combination of suich a?Eternatives.
( ) Th+eSsuer shall next apply and deposit the moneys in the Revenue Fund into
the Renewal and Replacement Fund created by the Original Ordinance. The Issuer shall
deposit into such;Renvval and Replacement Fund an amount equal to one-twelfth t/12)
of five per centum x(501/0) of the Gross Revenues of the System for thez previous Fiscal
Year, or such other amount as is certified as necessary for the purposes of the Renewal
and Replacement Fund by the Consulting Engineer and as approved by the City
Commission. The moneys in said Renewal and Replacement Fund slia;: i _ ,se✓d only for
the purpose of paying; the cost of extensions, enlargements or additions to or the
replacement of capital assets of the System and emergency repairs thereto. Such moneys
on deposit in such Fund shall also be used to supplement the Reserver Account if necessary
in order to prevent a default in the payment of the principal of and interest on the Bonds.
(5) To the exterlt junior lien brands are issued and outstanding (which subordinated
bonds the Issuer reserves the right to issue), the Issuer shall next apply moneys in the
Revenue Fund to the payment of principal of, redemption premium, if any, and interest on
such subordinated debt of the Issuer.
(o) The balance of any moneys remaining in the Revenue Fund after the above;
required payments have been made may either be deposited into either the Renewall and
Replacement Fund or the Sinking Fund, or may be used for the purchase or redemption of
15
Bonds, or may be used by the Issuer for any lawful purpose of the Issuer.
C. INVESTMENT OF FUNDS. The {operation and Maintenance Fund, the Sinking
Fund, the Reserve Account, the Renewal and Replacement Fund, the Revenue Fund, the
o nstructitrn Fund,, a d any attest special funds herein and in the Original Ordinance established
d created shall constitute trust funds for the purposes,provided herein for such fund`. All such
fiends shall be continuously secured in the sane manner as state and municipal deposits are
required to be secured by the laws of the State of Florida. Moneys on deposit in any of such,
funds and accounts may be invested and reinvested in.Authorized Investments.
Investments made with moneys in the C'onsmiction Fund, the Revenue Fund, the
Operation and Maintenance Fund, and the Sinking Fund (except the Bond Amortization Account.
therein), must mature not later than the date that such moneys will be needed. Investments trade
with moneys in the, accounts in the Bond Amortization Account, in the Reserve Account and in
the Renewal and Replacement Fund must mature; in the case of the accounts in the Bond
ortization Account not later than the stated date of maturity of each respective Amortization
Installment of the Term Bands to be retired from the sub-accounts in the Bond Amortization,
Account from which ttie investment is made, in the case of the Reserve Account not lager than the
final maturity of an y fonds then outstanding, and in the case of the Renewal and Replacement
Fund, not later than sajch date as shall be determined by the Issuer. Any and all incorne received
by the Issuer from all such investments shall be deposited into the Revenue Fund, except however,
that investment income' earned in the Bond Amortization Account may be retained therein or,
deposited into the Sinking Fund and used to pay maturing principal of and interest on the Bonds,
,r at the option of the Issuer.
The cash required to be accounted for in each of the foregoing funds and accounts
established herein may be deposited in a single bank account, and funds allocated to the various
accounts established herein may be invested in a common.investment pool, provided that adequate
accounting g,cords are. rmintained to reflect and Conte of the restricted all
of the cash on
deposit therein and such investments for the various purposes of such funds and accounts as
herein provided.
The designation and establishment of the various funds in and by this Ordinance shall not
be construed to require the establishment of any completely independent, self-balancing funds as
such term is com onli defined and used in governmental accounting, but rather is inieiIided solely
to constitute an earmarking of certain revenues and assets of the System for certain purposes and
to establish certain priior ties for application of such revenues and assets as herein providled.
D. OPERATION AND MAINTENANCE The Issuer will maintain the System and all
parts thereof in good condition and will operate the same in an efficient and economical manner,
king such expenditures for equipment and for renewals, repairs and replacements as may be
proper for the economical operation and maintenance thereof:
E. RATE 01FUDI-PiANCE. The Issuer has enacted or will enact a rate ordinance and
thereby will fix, establish and maintain such rates and will collect such fees, rentals and other
16
charges for the services and :facilities of the System and revise the same from time to time
whenever necessary, as will always provide Gross Revenues in each .Fiscal Year sufficient to pay
the Cost of Operation and 10[aintenance of the System in such Fiscal "'dear, one hundred fifteen per
centurn (115%) of the Bond S mice Requirement becoming due in such Fiscal Year on the
outstanding Parity Bonds, on the outstanding 1998 Bonds and on all outstanding Additional
Bonds, plus one hundred per centum (100%) of all reserve and other payments required to be
made pursuant to this Ordinance and the Original_,Ordinance. Such rates, fees, rentals.and other
charges shall not be reduced so as to be insufficient to provide.Gross Revenues for such purposes.
F S AND .FXCORDS. The Issuer shall keep books and records of the System,
which books and records shall be kept sep,arate', and apart from all other books, records and
accounts of the Issuer,, and Bondholders shall have the right at all reasonable times to inspect all
records, accounts and data. of the Issuer relating thereto.>
11 HT The Issuer shall also, at least once a year,` cause the books,
records and accounts relating to the System to be properly audited by a;recognized`independent
firm ofcertihed public4coountants and shall make generally available the report of such audits to
any Bondholder.
H. O MORI,GWAGE OR SALE OF THE SYSTEM. The Issuer irrevocably
covenants, binds and obligates itself not to sell, Lease, encumber or in any manner dispose of the
System as a whole unfit ail of the Bands shall have been paid in full,as to both princii al and
interest, or payment shall have been duly provided for under this Ordinance.
sior� notwithstanding,, the Issuer may sell or dispose of, for fair market
The foregoing pro
value, any properties or pails of the System which the Consulting Engineer shall certify in writing
are not necessary for the continued operation of the System and that the sale or disposal of which
will not adversely affect the Gross Revenues to be derived from the System to such an extent that
the Issuer %-ill fail to eornply with the covenants contained herein, including Section 16(E) of this
Ordinance and the Original Ordinance.
The proceeds derived from any sale or disposal of any properties or parts of the System as
provided for in the above paragraph shall, in the discretion of the Issuer, be (1) deposited in the
Renewal and Replacement, Fund and used exclusively for the purpose of paying;the cost of
extensions, enlargements or additions to, or the replacement of capital assets of the System and
for unusual or extraordinary repairs thereto, or for the construction or acquisition of additions,
extensions and improvements to the System, or (2) for the purchase or retirement of the Bonds
then outstanding. However, if the Consulting Engineer certifies that proceeds a--e necessary for
the purposes stated in pant (11) ,above, such proceeds shall remain in the Renewal and Replacement
Fund until such certified requirements are satisfied, and the proceeds shall not *)e used for and
other purpose allowed by this Ordinance or the Original Ordinance.
w INSURANC E., The Issuer will make adequate provision to maintain dire and
windstorm insurance on all buildings and strictures and properties of the System which are
17
subject to loss through fire or windstorm, public liability insurance, and other insurance of such
types and in such arrnourits as are normally carried in the operation of similar public and :private
utility systerns within the State of Florida. Any such insurance shall be placed with nationally
recognized and reputable iinsurors or under Mate approved and authorized self insurance
programs or any combination of bath and shall be carried for the benefit of the Bondholders. All
monies received for losses under any such insurance, except public liability, are hereby pledged by
the Issuer as security for the Bonds, until and unless such proceeds are used to remedy the'loss or
damage for which such proceeds are received, _either by repairing the property darna: ed or
replacing the property destroyed-within ninety (90) days from the receipt of such proceeds.
J. NO FREE SEIUVIC > The Issuer will not render or cause to be rendered any free
services of any nature by its System, nor will any preferential rates be established for users of the
same class. This covenant shall not prevent:individual contracts with other governmental entities
for the wholesale delivery of services of the System. The Issuer, including its departments,
agencies and instrumentalitle:s, shall avail itself of the facilities or services proN ided by the 'System
or any p&A thereof, and the same rates, fees or charges applicable to other customers receiving
like services under similar circumstances shall be charged to the Issuer and any such department,
agency or instrumentality, Such charges shat! be paid as they accrue, and the Issuer shall transfer
fi-orn its general funds= stifficient sums to pay such charges. The revenues so received shall be
deemed to be Gross Revonues derived from the operation of the System and shall be deposited
and accounted for in the same mariner as other Gross Revenues derived'frorn such operation of
the System.
K NULNDATORY C N ECTIOT4. To the full extent permitted bylaw the Issuer will
adopt and beep in force and effect an ordinance requiring that all improved premises with respect
to which water or sewer se iices from the System are available shall connect such premises to the
System and shall obtain available water and sewer services only from the Systern.
L. ENFORCEMENT OF COLLEICTIONS. The Issuer will diligently enforce and
collect all fees, rentals or ether charges for the services and facilities of the System and tutee all
steps, actions and proceedings for the enforcement and collection of such fees, rentals or other
charges which,shall become delinquent to the full extent permitted' or authorized by the Act and
by the laws of the State of Florida.
The Issuer will, under reasonable rules and regulations, shut off and discontinue the
supplying of the water service and the sewer service of the System for the nonpayment of fees,
rentals or other charges 1br said water service or said sewer service, or either of them, and will
not restore said water ,semviice or sewer service, or either of them, until all delinquent charges for
both water service and sever service, together with interest and reasonable penalties, have been
paid in : l!.
M. REMEDIES. Any Bondholder, or any trustee acting for the bondholders nay, either
at lave or in equity, by siilit, action, mandamus or other proceedings in any court of competent
uirisdictiok , protect and entbrce any and all right s, including the right to the appointment of a
18
4 receiver, a a`'�isting under the laves of t he State of Florida, or granted and contained Herein, and may
enforce and compel the performance of all duties herein required or by any applicable statutes to
be'performed by the Issuer or by any officer thereof
Nothing herein, however, shall be construed to grant to any Bondholders any lien on any
real property of the Issuer.
N. NSULTUi ENIGINEE S. The Issuer will retain an independent consulting.
engineer or e,rigineering flin . haying a favorable reputation for skill and experience for the design,
construction and operation of systems of comparable, size and character as the System for the
put-pose of providing the Issuer competent;engineering counsel in connection with the making of
the capital improvements.: The Issuer may, however, employ additional engineers at any time with
relation to specific engines-ring and operation problems arising in connection with the System.
0. CITY MANAX3ER PE PORTS. On an annual basis, within 45 days of the receipt of
the annual audit of the System provided for above, the Issuer shall cause to be prepared by the
City Manager a report or survey of the System with respect to the management of the properties
thereof the sufficiency, of the rates and charges for services, the I proper maintenance of the
properties of the System and the necessity for capital improvements and recdmmcridations
therefor. Such a report or survey shall also show any failure of the Issuer to perform or comply
with the covenants herein contained, including those contained in subsection I above....
In the event that such annual report reflects that the rages and charges for services are
insufficient to protect the rights of the Bondholders, then the Issuer shall take such steps as are
required by law to raise the rates and charges for services. In the evert that the 'annual report
indicated that the rates and charges for services should be increased substantially pro rata as to all
classes of service, then, to the full extent permitted by law, the Issuer shall raise the rates and
charges for services without the necessity for notice or public hearing,
P. NO COMPETING SYSTEM. To the full extent permitted by law the Issuer will not
grant or cause, consent 10, or allow the granting of any franchise or permit to any person, firm,
corporation or body or agency or instrumentality whatsoever for the furnishing of water or
sanitary sewerage services to .or within the service area of the System, if determined by the
Consulting Engineers to be materially competitive with the System and adversely affecting the
Gross Revenues derived h°orm the operation thereof.
. SSI.T NCE OF OTHER BLI TI NS. The Issuer will not issue any other
obligations, except under the conditions and in the manner provided herein, payable from the
Fledged revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assign-
ment, encumbrance or other charge having priority to or being on a parity with the lien of the
F @ty Bonds and the 1998 Bonds and the interest thereon upon the Fledged Revenues. Any other
obligations issued by the Issuer in addition to the Parity Bonds, the 1938 Bonds or Additional
Bonds provided for in subsection R below, payable from the Fledged Revenues shall contain an
express sta.teraent that such obligations are junior and subordinate in all respects to the :fonds as
19
to lien can and source and security for payment from the Pledged Revenues,
R. ISSUANCE OF ADDITIONAL BONDS. Additional Bonds, payable on a parity
from the Pledged Revenues with the Parity Bonds and the 1998 Bonds, shall be issued only for
the purposes of refi�ndi.n a part of the outstanding Bonds or financing the cost of extensions,
additions and improvements to the System and for the acquisition and construction of, and
extensions, additions and improvements to, sewer and/or water systems which are to be
consolidated with the System and operated as a single combined utility. Additional .Bonds, otll�r'
' 'than for refunding purposes, shall be issued only upon compliance with all of the :following
conditions:
(1) Where shall have been obtained and filed with the City Clerk of the Issuer a
certificate of a qualified and recognized"firm of independent certified public accountants
stating: (a) that the books and records of the Issuer relative to the System have been
audited by such firm; (b) the amount of the Net Revenues derived for the Fiscal Year
preceding the date of issuance of the proposed Additional Bonds or for any 12
consecrative months during the 18 Months immediately preceding the date of the issuance
of the Additional Bonds with respect to which such certificate is made, adjusted as herein
below provided; ('c) that the aggregate amount of such Net revenues; as adjusted, for the
period for which such Net Revenues are being certified is equal to not less than 120% of
the Maximum Bond Service Requirement becoming due in any Fiscal Year thereafter on
(i) all Bonds then outstanding, and (ii) on the Additional Bands with respect to which such
certificate Is made.
(2) Upon recommendation of the Consulting Engineers, the Net Revenues certified
pursuant to (b) in the'previous paragraph may be adjusted for purposes of this Subsection
by including: (a) 100% of the additional Net Revenues which in the opinion of the
Consulting Engineer would have been derived by the Issuer from rate increases adopted
before the 'Additional Bonds are issued, if such rate increases had been implemented
before the coarniti encernent of the period for which such Net Revenues are being certified,
and (b) 100% of the additional Net Revenues estimated by the Consulting Engineer to be
derived during the first lull twelve: month period after the facilities of the Systern are
extended, enlarged, improved or added to with the proceeds of the Additional Bonds with
respect to which such certificate is made. The adjustments described in Section
16(R)(2)(b) may only be made if the Net Revenues as adjusted tinder Section 1 (R)(2)(a)
for the period for which such Net .Revenues are being certified equals at least 1.00 times
the Maximum Bond Service Requirement becoming due in any Fiscal Year thereafter on
(i) all Bonds then outstanding; and (ii) on the Additional Bonds with respect to which such
certificate is mad e.
(3) Each ordinance or resolution authorizing the issuance of Additional fonds will
recite! that all of the covenants herein contained will be applicable -to such Additional
Bonds.
0
(4) The Issuer shall not be in default in performing any of the covenants arid
obligations assumed hereunder, and all payments herein required to have been made into
the accounts and funds, as provided hereunder, shall have been made to the full extent
required. <
S. MAINTENANCE OF SYSTEM. The Issuer will maintain the System in good
condition and continuously operate the same in an efficient manner and at a reasonable cost.
T. APPLICATION CIE REFUNDED BONDS FUNDS AND ACCOUNTS.TS. pro
rata portion of the r=-lone irn the funds and accounts created by the ordinances which authorized
the issuance of the Refunded Bonds r ay, in,the discretion of the Issuer, be transferred to and
deposited in the like funds and accounts created by this Ordinance or may be used by the Issuer,
in whole or in part, to efect the refunding of tyre Refianded Bonds, as evidenced by a certificlate of
the City Ivlanager directing, such transfer and use. All funds and accounts created b.y this
Ordinance may e held by more than one depositary in the discretion of the Issuer.
Sections 17. . PPLICATION F FP.®CEEDS OE T E 1.998 BONDS. loll mloneys
received from the ,sale of the 11995'Bonds shall be deposited by,the Issuer in a special account in a
bank or trust company and ap;plied by the Issuer as follows:
(A) M accrued interest shall be deposited in the Sinking Fund and used solely for
the''purpose of paying interest on the 1998 Bonds.
(B) A sum Which, together with, at the discretion of the Issuer, tine pro rata
portions of the moneys on deposit in the Deserve Account securing the Refunded Bonds,
will be equal to th,e Maximum Bond Service :Requirement on the 1998 Bonds arid the
unity Bonds becorr.d ng due in any fiscal Year, may be deposited into the Reserve
Account,'at the option. of the Issuer.
(C) To the extent not reimbursed 'or paid by the original purchaser cif thei 1998
Bonds, the Issuer shall pay all' costs and expenses in connection with the preparration,
issuance and sale of the 1995 Bonds.
(D) .A., sum specified in the Escrow Deposit Agreement which, together wilth the
other funds descrihaed ain the Escrow Deposit Agreement to be deposited in escrow, *will be
su cient to pay, as of any date of calculation, the principal of, interest on, premium, if
any, and other costs a.nd obligations irncurred with respect to the Refunded Bonds as the
same shall become due or are redeemed, as provided by subsequent resolution of the
Issuer asnd to pay the expenses specified in the Escrow Deposit Agreement, shall be
deposited into the Escrow Account established in the Escrow Deposit Agreement, in the
amounts su fficient f'br such purposes.
Such funds shall be kept separate and apart from all other funds of the Issuer and
the moneys on deposit therein shall be withdrawn, used and applied by the Issuer soliely for
the put, uses set forth herein and in the Escrow Deposit Agreement.
l
Simultaneously with the delivery of the 1998 Bands to the purchaser thereof, the
Issuer shall erte<ir into an Escrow Deposit agreement, in substantially the form attached
hereto, with a bank or trust company approved by the Issuer. Such Escrow Deposit
Agreement shall provide for the deposit of sums into the Escrow. Account and for the
investment of sud1h moneys in appropriate Federal securities so as to produce sufficient,
funds to make, all ofthe payments described in the first paragraph of this subsection 1737.
At the time of execution of the Escrow Deposit Agreement, the Issuer shall'furniish to the
Escrow Folder mune•d therein appropriate documentation to demonstrate that the sums
being deposited and the investments to be made will be sufficient for such purposes.
Section 18. TAX COMPLIANCE.
A. In General. The Issuer at all times while the 1998 Bonds and the interest thereon are
outstanding will comply with all applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code") and any valid and applicable rules and.regulations promulgated thereunder
(the "Regulations") ;in order to ensure that the interest on the 1998 Bonds will be excluded from
gross income for federal income tax purposes.
Rebate. (l) The Issuer 'shall either make or cause an independent firm of certified
public, accountants or tax compliance firm to make and promptly provide to the Issuer the
rebate calculations required by the Code and Regulations, on which the Issuer may
conclusively rely in taking action under this Section_ The Issuer shall make deposits to
and disbursements from separate accents to the extent required by the Code and
Regulations and spoil otherwise maintain Full and complete accounting records of receipts
and disbursements of, and investment purchases and sales allocated to, the "gross
proceeds" subject, to the rebate _requirements of the Code and Regulations. The
requirements of this Subsection 18B may be superseded or amended by new calculations
accompanied by an opinion of bond counsel addressed to the Issuer to the effect that the
use of the new calculations are in compliance with the Code and Regulations and will not
cause the interest on the 1998 Bonds to become included in gross income for Federal
income tax purposes.
(2) The Issuer shall' either make or cause an independent firm of certified public;
accountants or tax compliance firth to annually make and promptly forNard to the Issuer
after the end of the Bond Year and within the time required by the Code and the
Regulations the computation of the rebate deposit required by the Code, on which the
Issuer may conclusively rely in taking action under this Subsection _ Records of the
determinations required by this Subsection E and the Code and Regulations shall be
retained by the Is surer until six (6) years after the 1998 Bonds are no longer outstanding.
(3) Withirt the time required by the Code and Regulations following the end of the
fifth Bond 'dear, as defined in the Code, and every five (5) years thereafter, the Issuer shall
pay to the United States of America ninety percent (90%) of the rebate amounts
22
calculated as of s�,ich payment date, as shown by the computations of the Issuer or the
certified public accountants or tax compliance firm., and one hundred percent (100%) of
the earnings on such rebate amounts as of such payment date. Not later than sixty (60)
days der the final retirement of each applicable series of 1998 Bonds, the Issuer shall pay'
to the United States i of America one hundred percent (100%) of the balance remaining of
the rebate amount and the earnings thereon. Each payment required to be paid to the
13hited States of )krnerica pursuant to this Subsection B shall be filed'with the Internal
Revenue Service Center,, Philadelphia, Pennsylvania 19255. Each payment shall be
accompanied by a copy of the Form 13038 originally filed with respect to each applicable
series of 1998 Bonds and a statement summarizing the determination of the amount to be
paid to the United States of America.
Section 19. SALE OF THE 1998 BONDS. The 1998 Bonds shall be issued and sold in
such mwnner and at such price' or prices consistent with the provisions of the Act and the
requirements of this Ordinance, all at one time or in installments, from time to time, as the Issuer
shall hereafter 'determine by resolution; provided that the first installment shall be sold and
delivered only in an. aggregate amount sufficient to effect the complete refunding program
described in Section 3 of this Ordinance; provided, further, that no installment after the first
installment shalt be sold unleSs, at the time of sale, the Issuer complies with all of th.e requirements
or Section 16 R of this Ordinance treating such,installment then being sold as if it constituted
,additional Bonds hereunder.
Section 20. CAPITAL APPRECIATION BONDS. For the purposes of (i) receiving
payment of the redemption price if a Capital Appreciation Bond is redeemed prior to maturity, or
(ii) receiving payment of a Capital Appreciation Bond if the principal of all Bonds is declared
immediately due and payable under the provisions of the ordinance, or (iii) computing the amount
of the Maximum Bond Service Requirement and of Bonds held by the registered owner of a
Capital Appreciation Bond in giving to the Issuer or the Trustee any notice, consent, request or
demand pursuant to the Ordinance for any purpose whatsoever, the principal amount of a. Capital
Appreciation Band shall be deemed to be its Accreted Value:
Section 21. MODIFICATION OR, AMENDMENT. No material modification or
amendment of this Ordinance or of any ordinance or resolution amendatory hereof or
supplemental hereto may be made without the consent in writing of (i) the>insuror under any
insurance policy of the Issuer then in force which insures against nonpayment of principal of and
redemption premium, if applicable, and interest on, the Bonds, and (ii) the Registered Owners of
two'-thirds or more in the principal amount of the Bonds then outstanding; providing, however,
that no modification or ar endment shall permit a change in the maturity of the Bonds or
reduction'in the rate of interest thereon or in the amount of the principal obligation thereof or
affecting the promise of the Issuer to pay the principal of and interest on the Bonds as the same
shall become due from the pledged Revenues or reduce the percentage of Registered owners
required to consent to any Material modification or amendment hereof without the consent in
writing of any insuror and of all Registered Owners; provided further, however, that no such
Modification or acne ndmerit ,shall allow or permit any acceleration of the payment of principal of
23
or interest on the Bonds upon any default in the payment thereof whether or not the insurer and
Registered'Owners consent thereto.
Section 22. DEFEASAiNCE AND SUBROGATION. (a) If, at any time, the Issuer
shall have paid, or shads have made provision: for payment of, the principal, interest and
redemption premiums, if any, with respect to the Bonds, then, and in that event, the pledge of and
Tien on the Pledged Revenues and all covenants herein in.favor of the Bondholders shall) be no
hanger in effect. For purposes of the preceding sentence, deposit of Federal Securities or hank
certificates of deposit'fully secured as to principal and interest by Federal Securities I(or deposit of
any other'securitiesr inrest.m�ents which may be authorized by lave from time to time and suffiq
cient sander such law to effect such a defeasance) in irrevocable trust with a banking institution or
trust company, for the sole ;benefit of the,Bondholders, in respect to which such-Federal Securities
or certificates of deposit, the principal and interest received will be sufficient to snake timer
payment of the principal of, interest on, redemption premiums, if any; expenses and any other
obligations of she Issuer incurred with respect to the <outstanding Bonds, shall, be considered
'pro 'isiori for payment," . Nothing herein shall be deemed to require the Issuer to call any of the
outstanding Brands for ilredemption prior to maturity pursuant to any applicable optional
redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise
any,such option for early redemption.
(b) In the event any, of the principal and redemption premium, if applicable, and interest
due on the Bonds shall be paid by an insuror pursuant to an insurance policy which insures against
non-payment thereof, the pledge of the Pledged Revenues and all covenants, agreements and,
other obligations of the IsIsuer to the Registered Owners to whom or for the benefit of whom the
insuror has made such pay-ments, shall continue to exist and the insuror shall be subrogatedl to the
rights of such Registered Owners to the full extent of such payments.
Section 23. NOTICE OF REFUNDING. Within thirty (30) days after the delivery of
the 1998 Bonds, the Issuer shall cause the paying argent for the Refunded Bonds to issue notice of
redemption of the Refunded fonds for redemption on December 1, 1998; in accordance with the
provisions ofOrdinance 4157!.''.-88.
Section25. SEVE'FLABIELITYOFIINVA,LIDPRCIVISIONS. If any one or more of
the covenants, agreements or provisions herein contained shall be held contrary to any express
provisions of lave or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separable from the remaining
covenants, agreements or provisions and shall in no way affect the validity of any of the other
provisions hereof or of the Bonds issued hereunder.
Section 25. SUPPLEMENTAL SOLUTI NS. The Issuer may, by supplemental
resolution fix the remaining fiscal details of the Bonds and set forth any provisions required in
order to obtain municipal bond insurance. Pursuant to such supplemental resolution. the'Issuer
may make such covenants as it may deterrrnine, to be appropriate with any financial institution that
24
:t shad agree to insure the Series 1998 Bonds. Such covenants shall be binding; on the Issuer and
the holders of the Series 11998 Bonds the same as if such covenants were set forth in lull in this
Ordinance.
Se0ion 26. K PI ALPiG CT AITSE. All ordinances or resolutions or parts 1khereof of
the ssu r in cor1lidt With the provisions herein contained are, to the extent of suc h conflict,
hereby superseded abd irekpsealed.
Section 26. 11 E DATE. This Ordinance shall take effect immediately upon its
passage.
[Remainder of,page left intentionally blank]
5
Section 27. PUBLIC NOTICE. Notice of the proposed enactment ®f this
Ordinance has been properly advertised in a newspaper of general circulation in
accordance with Chapter 66.041, Florida Statutes.
PASSED ON FIRST READING October 15 , 1998
PASSED ON SECT AND AND FINAL Moue ber 5, 1398
READING ANN ADOPTED
Rita rveyr Mayor-
issicneor
Approved as'to form: attest:
Farnei K ,skin, Cityr attorney Cynth .�(jcudeau, City Clerk
EIBIT A
ESCROW DEPOSIT AGREEN1ENT
This ESCROW DE]1POSIT AGREEMENT, dated as of 1998, by and
between the CITY OF CLE- 7ATER, FLORIDA, a municipal corporation of the State of
Florida (the "Issuer'), and a relational
banking association organized under the laws of the United States of America, as Escrow Molder
(the "Escrow Holder");,
WITNESETII
WHEKEAS, the Isuuer has previously authorized and issued obligations of the Issuer as
hereinafter set forth defined:as the "Refunded Bonds", as to which the Aggregate Debt Service (as
hereinafter defined) is set 1i`orth on Schedule A, and
VJMFIEAS, the Issuer has determined to provide for payment of the Aggregate Debt
Service of the Refunded Bonds bydepositing with the Escrow Holder pursuant to the provisions
hereof, cash and Federal Securities (as defined I herein), the principal of and interest on which will
be at least equal to the Aggregate Debt Service; and
-7R'EAS, in order to obtain the funds needed for such purpose, the Issuler has
authorized and is, concurrently with the delivery of this Agreement, issuing the Series 199&Bonds
more fully described herein;I and
WHEREAS,AS, the Issuer has determined that the amount to be on deposit from time to time
in the Escrow Account, as defined herein, will be sufficient to:pay the Aggregate Debt`Service;
NOW PEF REr, in consideration of the mutual covenants and agreements herein
contained, the Issuer and the Escrow Folder agree as follows (provided however that the Escrow
Holder in agreeing to the foregoing shall riot be held or deemed responsible in any manner
whatsoever for the recital, 3rnade herein or in the Ordinance, or the adequacy or sufficiency of the
Escrow Requirement):
Section 1. P-efWtion5. As used herein, the following-,terms mean:
(a) "Aggregate Debt Service" means, as of any date, the sum of all present and future
Annual Debt Service payments then remaining unpaid with respect to the Refunded Bonds.
(b) "Agreement" means this Escrow Deposit Agreement.
(c r "Annual Debt Service" means, with respect to the redemption date for the
l
:., refunded Bonds, the principal of p rein:►► interest Refund n�
�- _asz�. 1s, and int .e�t (3n the I?e�u� d;, Bonds coming die on
the redemption date as shown on Schedule A attached hereto.
(d) "'Bonds" or "Series 1995 Bonds'" means the eater and Sewer Refunding Revenue
Bonds, Series 1995, of the Issuer, authorized by the Ordinance, as herein defined.
(e) "Call Date" shall have the meaning set forth in the Issuer's Irrevocable Instruction
and Authorizration to Redeem Bonds.
( "Escrow Account" means the account established and held by the Escrow Holder
pursuant to this Agreement, in which cash and investments will be held for payment of the
Ref-unded Bonds.
(g) ►"escrow Ifolder" means ,
(h) "'Escrow Requirement" means, as of any date of calculation, the sum of an amount
in cash:sand principal amount of Federal Securities in the Escrow Account which; together with
the interest 1,due on the 'Federal Securities, will be sufficient to pay, as the installments thereof
become due, the Aggregate Debt Service.
(i) ""Federal Securities" means direct obligations of the United States of America and
obligations the principal of or interest on which are fully guaranteed by the United States of
America, node of which permit redemption poor to maturity at the option of the obligor.
:()) "Irrevocable Instruction and Authorization to Redeem Bonds" means a certificate
executed by the Issuer which provides for redemption of certain of the R.efbnd d Bonds on the
Call Date, irrevocably instructs the Escrow Holder to give notice of such redemption, and directs
the paying agent for the:Refunded 'Bonds to pay the Refunded Bonds and the interest thereon
upon surrender thereof at maturity or on their Call Date, whichever is earlier:
N "Issuer" paeans the City of Clearwater,Florida.
(1) "Ordinance" means Ordinance No. 6311-98, duly enacted by the governing body
of the Issuer on —, 1998, authorizing the Series 1995 Bonds and the agreement.
(rn)
"Paying,Agent" shall mean the Pa, ng Agent for the Refunded`Bonds.
(n) "Refunded Bonds" means the Water and Sewer Revenue Bonds, Series.
Section 2. ID sit of Funds. The Issuer hereby deposits $ _ with the
Escrow Holder in immediately available funds, to be held in irrevocable escrow by the Escrow
Holder and applied sokely as provided in this agreement. The Issuer represents that_
"
Via) Such finds are all derived as follows:
(1) from the net proceeds of the Bonds,
( _ transferred from the funds held for the ,payment of the
Refunded Bonds; and
(3) from other funds of the Issuer,
) Such fonds, when applied pursuant to Section, 3 below, will at least equal the
Escrow Requirement as of the date hereof.
Section 3. Use and Ii rvestment of Funds. The Escrow Molder acknowledges receipt of
S and agrees:
(a) to hold the funds in irrevocable escrow during the term of this Agreement,
(b) to deposit the ,sure. of$ in cash from the amount received by the Issuer in
the Escrow Account,
(c), to immediately, invest $ of such funds by the purchase of the Federal
Securities set forth on Schedule -1 attached hereto, and to immediately invest
of such funds by the purchase of the Federal Securities set forth on Schedule
B°2y
(d) to reinvest, upon receipt thereof any maturing principal and interest of such
Federal Securities required to be reinvested pursuant to Schedule C,
(e) to deposit in the Escrow account, as received, the receipts of maturing principal of
and interest on the Federal Securities in the Escrow Account.
Section 4. Pgyment of Refunded Bonds.
a) Fc; nded�Bgnd[s. On the redemption date for the Refunded Bonds, the Escrow
Folder shall pay to the Paying Agent for the Refunded Bonds, from the cash on hand in the
Escrow Account, a sum sufficient to pay the Annual Debt Service for the Refund"�,d Bonds
coining due on such date; as shown on Schedule A.
(h) Soma s. On redemption date f6r the Refunded Bonds, after making the
payments from the Escrow Account described in Subsection 4(a), the Escrow Molder shall pay to
the Issuer any remaining cash in the Escrow Account in excess of the Escrow Requirement, to be
used for any lawful purpose cif the Issuer.
3
(c) Priority of , M)jicrnts. The holders of the Refunded Bonds shall have an express
first lien on the funds and Federal Securities in the Escrow Account until such funds and Federal ;
Securities are used and applied as provided in this Agreement. If the cash on hand in the Escrow
.Account is ever insufficient to rake the payments required under Subsection, 4(a), all of the
payments required under Subsection 4( ) shall be made when due before any payments shall be
made under Subsections 4(b),
Section 5 Reinvestment.
(a) Except as provided in Section 3 hereof, and in this Section, the Escrow Holder
shall have no power or deaf, to invest any funds held under this Agreement or to sell,;transfer or
otherwise dispose of or rna�e substitutions of the Federal Securities held hereunder.
(b) At the written request of the Issuer and upon. compliance with the 'conditions
hereinafter stated, the Escro w elder shall sell, transfer, otherwise dispose of or request the
redemption of any of the Federal Securities acquired hereunder and shall either apply the prolceeds
thereof to the fiitl discharge, satisfaction of the Refunded Bonds or, substitute other Federal
Securities for such Federal Securities. The Issuer will not request the Escrow Holder to exercise
any of the, powers described in the preceding; sentence in any manner which would cause any
Bonds to be "arbitrage bonds" within the meaning of the Internal ,Revenue Code of 1916, as
amended, and the Regulations thereunder. The transactions may be effected only if (i) an
independent certified. public ,accountant shall certify to the Escrow Folder that the cash and
principal amount of federal Securities remaining on hand after the transactions are completed,
together with the interest due thereon, will be not less than the Escrow Requirement, and (ii) the
Escrow Holder shall receive an unqualified opinion from a.nationally recognized bond counsel or
tax counset to the effect that the transactions will not cause such ends to be "arbitrage bMonds91'
wit the meaning of the Internal Revenue Code of 1986, as amended, and the regullations_
thereunder in effect on the elate of the transactions and applicable to transactions undertaken on
such date.
Section 6. No .aR.a c[_emption or Acceleration of Maturity. Except as provided in the
Irrevocable Instruction and 'Authorization to Redeem Bond's, the Issuer will not accelerate the
maturity or due date of the Refuned Bonds.
Section 7, Vie_ spons'l er. The Escrow lender and its respective
successors, assigns,-agents grid servants shall not be held to any personal liability whatsoever, in
tort, contract, or otherwise=, in connection with the execution,and delivery of this Agreement, the
establishment of the Escrow Account,the acceptance of the funds deposited therein, the purchase
of the Federal Securities, the retention of the Federal Securities or the proceeds thereof:car any
payment, transfer or other application of money or securities by the Escrow Folder in any non-
negligent act, non-negligent omission or non-negligent error of the Escrow Molder made in good
faith in the conduct of its duties. The Escrow Holder shall, however, be liable to the Issuer, for its
4
h
negligent or Willful acts, onrussions or errors which violate or fail to comply with the terms of this
.Agreement. I The duties aiad obligations of the Escrow Holder shall be determined by the express
provisions of this Agreement. Tlie escrow Holder may consult with counsel, who may or may-
not be counsel to the Issuer, and in reliance upon the opinion of such counsel shall`haves full and
complete authorization wd protection in respect of any action taken, suffered or omitted by it in
good faith in 'accordance therewith._ Whenever the Escrow Holder shall deem it necessary or
desirable that a matter be proved or established prior to taking, suffering or omitting any actie.,
under this Agreement, such matter may be deemed to be conclusively established by a certificate
signed by an authorized officer of the Issuer.
The, Escrow Holder has no duty to determine or inquire into the happening or occurrence
of any event or contingency where the performance or the failure of performance of the Issuer
with respect to arrangements or contracts with others, the Escrow Holder's sale . duty and
responsibility hereunder being to safeguard the Escrow Account and dispose Hof and deliver the
same strictly in accordance with this Agreement:
Sections 8. R f&Lation of Escrow Molder. The Escrow Holder may resign and thereby
become +discharged ftonl the duties and obligations hereby created, by notice in writing given to
the Issuer and published once in a newspaper of general circulation published in the territorial
limits of the Issuer, and in a daily newspaper of general circulation or a financial journal published
ar circulated to the Borough of Manhattan, City and State of New York, not less than sixty (60)
days before such resignation shall take effect. Such resignation shall take effect immediately upon
the appointment of a successor Escrow Holder hereunder and payments of all amounts due the
resighing'Escrow Holder.
Section 9. Removal of Escrow Holder.
(a) The Escrow Holder may be removed at any time by an instrument or concurrent
instruments in writing, executed by the holders of not less than fifty-one per centum (51%) in
aggregate principal amount of each series of Refunded Bonds then outstanding, such instruments
to be filed with the Issuer, and notice in writing given by such holders to all of the registered
holders of each series of`' the Refunded Bonds and published once in a newspaper of general
circulation published in the territorial limits of the Issuer, and in a daily newspaper of general.
circulation or a financial journal published or circulated in the Borough of Manhattan, City and
State of New `fork, not less than sixty (60) days before such removal is to take effect as.stated in
such instrument or instruments. A photographic, copy of any instrument filed with the Issuer
under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Holder,
(b) The Escrow Holder may also be removed at any time for any breach of trust or for
acting or proceeding in violation of, or for failing to act or proceed in accordance with; any
provisions of this .Agreement with, respect to the duties and obligations of the Escrow Holder, by
the Issuer or by the holders of not less than twenty-five per centum (25%o) in aggregate principal
amount of each series of tier Refunded Bonds then outstanding.
5
4. /--,n
(c) No such removal shall take effect until a successor Escrow Holder shall b:,appointed
hereunder.
Section 10. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Hollder,shall resign, be removed, be dissolved
or otherwise become incapable of acting, or shall be taken over by any governmental of` oial,
ge'r cy, department or board, the position of Escrow molder shall thereupon become vacant If
the position of Escrow Holder shall become vacant for any of the foregoing reasons or for any
other reason, the Issuer shall, appoint a successor Escrow Holder to fulfill the duties of Escrow
Holder,hereunder. The Issuer shall publish notice of any such appointment once in each week'for
four 4) successive weeks in a newspaper of general circulation published in the territorial limits
of the Issuer and in a daily newspaper of general circulation or a financial journal published or
circulated in the Borough of"Manhattan, City and State of New York, and, before the second
publication of such notice shell[ mail a copy thereof to the original purchaser or purchasers of'the
Refunded Bonds.
('o) At any time within one year after such vacancy shall have occurred, the holders of
a rnajority in principal ;amount of each series of Refunded Bonds then outstanding, by an
instr€: ent or concurrent instruments in writing, executed by all such bondholders and filed With
the governing body of the Issuler, may appoint a successor Escrow Molder, which shall super;Gede
any Escrow Holder theretofore appointed by the Issuer. Photographic copies of each such
instrument anall be delivered 1pi-omptly by the Issuer, to the predecessor Escrow Holder and to the
Escrow Holder so appointed bra the bondholders.
(c) If no appointment of a successor Escrow Molder shall be made pursuant to the
foregoing provisions of this section, the holder of any Refunded ;Bonds then outstanding, or any
retiring:Escrow Holder may apply to any court of competent jurisdiction to appoint a successor
Escrow Folder. Such court may thereupon, after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Escrow Folder.
Section 11. Term_ This Agreement shall commence upon its execution and delivery and
shall terminate when the Refunded Bonds have been paid and discharged in accordance herewith,
and all amounts held by the Escrow Folder hereunder have been applied in accordance herewith.
Section 12. Sevrabillity, If any one or more of the covenants or agreements provided in
this Agreement on the part of' the Issuer or the Escrow Holder to be performed should` be
determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreements herein contained shall be null and void and shall be severed from the remaining
covenants and agreements arid' shall in no way affect the validity of the remaining provisions of
this Agreement.
6
Section 13. rIt artq. :This Agreement may be executed in several counter carts, a.11
Or any of which shalt be regarded for all purposes as duplicate originals and shall constitute and be
but one and the same inst i me t.
Section 14. av ruin Law. This Agreement shall be construed under the laws of the.
State of Florida..
Section 15. , ntv for Accounts and Funds. All accounts and funds maintained or held
purwant to this Agrterient shall be continuously secured in the same manner as other deposits of
municipal fonds are required to be secured by the lames of Florida.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized-officers and their official seats to be hereunto affixed as of the date first
above writteii.
THE CITE' OF CLEARWATER, FLORIDA
(SEAL)
:Mayor-Commissioner
ATTEST:
City Clerk:
Approved as to.F'orin,
Sufficiency arid Correctine�ss:
City Attorney
as Escrow Holder
(SEAL)
By:
Its:
6311
Schedule
(A3 re ate Debt Service Serri-annual Debt Service;
�mival Debt Service; escriptis rl t�f`Refunded Bonds)
y
131 -
Schedule B-I
federal Securities for Investment)
Schedule B-2
(Federal Securities for;Investment)
Schedule C
(Federal Securities to be Reinvested)
NONE
Schedule A
(Aggregate Debt Service;-Semi-Annual Debt Service;
Annual Debt Service; Description of Refunded Bonds)
Schedule B41
(Federal Securities for Investment
Schedule B-
(Federal'Securities far Investment)
3
3111"_el zeil
Schedule C
(Federal S�;ctarities to be Reinvested)
NONE
z j
!
f
I
!
I
i
a.�h.
r�`
E IT B
[FORM OF CURRENT INTEREST BOND]
Igo. R-
UNITED IC STAT'ES OF AMERICA
STATE OF FLORIDA
COUNT Y OF PINELLAS
CITY OF CLEAa AT'El
WATER ANT SEWER REFUNDING REVENUE BOND, ,SERIES 1998
MATURTTY DATE: INTEREST RATE: DATED DATE: OUST-P
Registered Owner:
Principal Amount:
Off" ALL ' BY THESE PRESENT'S, THAT THE CITY CST CLEARWATER,
FLORIDA lathe "Issuer" or the "City"), for value received, promises to pay to the order of the
Regist ered Ow- er identified abode, or registered assigns, on the Maturity Date identified above,
the'Prirnc al anount shown above, solely ' Corm the revenues hereinafter mentioned and to pay!
solely from such revenues, interest on said sum from the date of this Bond or from the most
runt interest payment date to which interest: has been paid, at the Rate of Interest per annum set
forth above until the payment of such Principal Amount, such interest being payable on
1, 199 and serniannually thereafter on June: 1 and December 1 of each year. The principal of
and premium, if any, on this Bond are payable upon the presentation and surrender hereof at the
principal office of (the "Laying Agent"), in
Florida, or at the office designated for such payment of any successor,thereof. The
interest on this Bond, when due and payable, shall be paid by check or draft mailed to the
Registered Owner, at his address as it appears on the Bond Register, at the close of business on
the '1.5th day of the month (whether or not a business day) next preceding the interest payment
date (the "Record Date"), irrespective of any transfer of this Bond subsequent to such 'Record
Tate and prior to such interest payment date, unless the Issuer shall be in default in payment of
interest due on such interest payment date. In the event of any such default:, such defaulted
interest shall be payable to the person in whose name such Bond is registered at the close of
business on a special record date for the payment of defaulted interest as established by notice
nailed by the Registrar to, the Registered Owner not less than fifteen days preceding such special
record date. Such notice shall be mailed to the person in whose name such Bond is registered at
the close of business on the fifth (5th) day preceding the date of mailing. All amounts due
hercuander shall be payable in any coin or currency of the United States of America, wvhi('h is, at
B-1
the time of payment, legal t erider for the payment of public or private debts.
The Bonds of this issue [shall not be] [shall be] subject to redemption prior to their
maturity at the option of the Issuer.
(Insert Optional or Mandatory Redemption Provisions)
Nol.-e of such redemption shall be given in the manner required by the Ordinance
described below.
This Bond is a Current Interest Bond and is one of an authorized issue of Bonds in the
aggregate principal amount of of like date, tenor and effect, except as to
number, date,-maturity, interest payment dates, interest rate and redemption provisions, issued to
finance the cost ofrefundirag the City's outstanding Water and Sewer Revenue Bonds, Series 1988
(the "Refunded Bonds") pursuant to the authority of and in.fall compliance with the Constitution'
and laws of the State of Florida, including particularly'Chapter 166, Fart II, Florida Statutes,
Ordinance' o. 3674-54, enacted can August 2, 198411, as amended and supplemented, particularly
as supplemented by Ordinance No. -98, duly enacted by the Issuer on , 1998,
as amended and supplemented (collectively, the "Ordinance"), and is subject to all the terms and
conditions of such Ordinance. All capitalized undefined terms used herein shall have the meaning
set forth in the Ordinance.
This Bond and the issue of Bonds of which it is a part, are special obligations of the Issuer
payable solely from and secured' by an irrevocable lien upon and pledge of the net revenues
derived by the Issuer from the operation of its water and sewer system (the "Systern)(hereilnafler
referred to as the "Pledged revenues"), on a parity with the Issuer's Water and Sewer I?eivenuc
Bonds, Series 1993, remaining outstanding after the refunding of the Refunded Bonds (the "Parity
Bonds"), all in the manner provided in the Ordinance.
This Bond does not constitute a general indebtedness of the Issuer, or a pledge of the
faith, credit or teeing poweir of the Issuer, the State of Florida or any political subdivision thereof,
nor shall the Issuer be obligated (1) to exercise its ad valorem taxing power or any other taxing
power in any form on any read or personal property in the Issuer to pay the principal of the Bonds,
the interest thereon or other costs incident thereto or (2) to pay the same from any other funds of
the Issuer, except from the Pledged Revenues, in the manner provided herein and in the
Ordinance. It is further agreed between the Issuer and the Registered Owner of this Bond that
this Bond and the indebtedness evidenced hereby shall not constitute a lien on the System or any
other property of the issuer;, but shall constitute a lien only on the Pledged Revenues, in the
manner provided in the Ordinance.
If the date for payment: of the principal of, premium, if any, or interest on this Bond shall
be ,a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the
corporate trust office of the paying agent is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day which is not a Saturday,
B-2
Sunday, legal holiday, or :a day on which such banking institutions are authorized to close, and
pa 7.ent on such date shall have the same force and effect as if made on the nominal date of
payment.
In and by the Ordinance, the Issuer has covenanted and agreed that it will fix, establish and
-� ,°naintain such rates and collect such fees, rentals and other charges for the services and facilities
of the System;and revise the same from time to time whenever necessary, as will always provide
€ rs ss Revenues in each 1{iscal Year sufficient to pay the Cost of Operation and Maintenance of
the System in such Fiscal Year, one hundred fifteen percent (115%) of the Bond Service
Requirement becoming clue: in such year on the Parity Bonds, on the outstanding Bonds and on all
outstanding Additional Bonds, plus one hundred percent (100%) of all ' reserve and other
payments required to be 'made pursuant to the Ordinance and has entered into certain further
covenants and agreements respecting the Bonds, as to which reference is made to the Ordinance.
The Issuer may deem and treat the Registered Owner hereof as the absolute owner hereof
(whether or not this Bprid shall be overdue) for the purpose of receiving payment of or on
account of principal hereof and interest due'hereon and for all other purposes.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be perfommed precedent to and in the issuance of this Bond exist, have happened
and have been performed in regular and due form and time as .required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds of this
issue does not violate any constitutional or statutory limitations or provisions.
Subject to the,provisions of the Ordinance respecting registration, this Bond is and has all
the qualities and incidents of a negotiable instrument under the Uniform Commercial Code
Investment. Securities of the State of Florida.
The 1998 Current Interest Bonds are issued in the form of fully registered bonds without
coupons in denominations of$5,000 or any integral multiple of$5,000. Subject to the limitations
arid upon payment of the charges provided in the Ordinance, 1998 Current Interest Bonds may be
exchanged for a like aggregate Principal Amount of Bonds of the same maturity of other
authorized denom nations. This Bond is transferable by the Registered Owner hereof irl person or
by his attorney duly authorized in writing, at the above-mentioned office of the registrar, but only
in the manner, subject to the limitations and upon payment of the charges provided in the
Ordinance, and upon surrender and cancellation of this Bond.
Upon such transfer a new Bond or Bonds of the same maturity and Rate of Interest, and
of authorized denomination or denominations, for the same aggregate Principal .Amount will be
issued to the transferee in exchange therefor at the earliest practicable time in accordance with the
provisions of the ordinance. Bonds may be transferred upon the registration books upon delivery
to the Registrar of the Bonds, accompanied by a written instrument or instruments of transfer in
fonn and Nvith guaranty of ignature satisfactory to the Registrar, duly executed by the Registered
B-3
owner of the loads to be transferred or his attorney-in-fact or legal representative, containing
written instmIctions as to the details of the transfer of such Bonds, and if the transferee is 'a trust;
the social security number or federal employer identification numbers of the' settllor and
beneficiaries of the trust, the federal employer identification number and date of the trust and the
name of the trustee. The!Issuer or the Registrar may charge the Registered owner of such Bond
for every such transfer of a bond an amount sufficient to reimburse them for their reasonable tees
and any tax, fee, or other governmental charge required to be paid with respect to such transfer,
and may require that such charge be paid before any such new Bond shall be delivered.
This fond shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the. Ordinance until it shall have been authenticated by the execution by
the registrar of the certificate of authentication endorsed hereon.
SS 1111: OF, the City of Clearwater, Florida, has issued this Bond and has
caused the same to be signed by the manual or facsimile signature of its Mayor-Commissioner and
City Managers and attested by its City Clerk and its seal or facsimile thereof to be affixed,
impressed, imprinted,,lithogi.aphed or reproduced hereon, all as of the day of ,
1998.
CITY OF CLEARWAT"ER, FLORIDA
(SEAL)
manual or facsimile
Mayor-Commissioner
(manual or facsimile)
City Manager
-
(manual or Facsirrle
City Clem
Approved as to Form, Sufficiency
and Correctness:
._ rnanu l or facsimile _
City Attorney
8-4
CERTIFICATE OF AUTBENTICATION
This Bond is one of the Bonds issued under the provisions of the within mentioned
Ordinance.
Registrar, as authenticating .Agent
Date of Authentication:
By_ (Manual SignatureL
Authorized Officer
ASSIGNMENT AND TRANSFER
f I I
For value receiyedl the undersigned hereby sells, assigns and transfers unto '
(Please insert Social Security or other identifying number of transferee)
the attached 'bond of the City of Clearwater, Florida, anO does
hereby constitute and appoinit g attorney, to transfer,the said Bland on
the books kept for registr�Lti,on thereof, with frill power of substitution in the premises.
Date
Signature.,'Guaranteed y
[member
fffmof the New York StOA-
Exchange or aorrimmerial
bank or a trust compant .]
By: (manual si; nature
Title: No 'transfer will be registered and no new,
Bonds will be` issued in the name i of the
Transferee, unless the signature to this
assignment corresponds with the name as it
appears upon the face of the within Bond in
every particular, I without alteration or
enlargement or any change whatever end the
Social Security, or Federal Employer
Identification Number of the TransfIeree is
supplied.
[BOND COUNSEL OPINION]
[ENID OF FORM OF CURRENT INTEREST BOND]
B-s
(FORM OF CAPITAL APPRECIATION BOND]
No. C= R- Principal Value;
at Issuance:
$_ per
$5,000 Maturity
Amount
I ''ITED STATES OF;AVIERICA
STATE OF FLORIDA
COUNTY OF PINELLAS'
CITY OF CLEAR ATEt~s
WATER AND SEATER REFUNDING REVENUE BOND, SERIES 1998
MATURITY DATE: A?PR.O LTE DATED DATE; CUSIP:
YIELD TO
MATURITY:
Registered Owner:
Maturity cunt:
OWE ALL MEN[ BY THESE PRESENTS, THAT THE CITY OF CLEARWATER,,
FLO A (the `Issuer" air the "City"), for value received, promises to pay to the order of the
Registered Omer identille:d above on the ]Maturity Date identified above, the maturity Amount
identified above, solely from the revenues;hereinafter mentioned. The Original Principal Amount
identified above will accrete from the Bate of Original Issue at the approximate Annual Yield
identified above (subject to the rounding of the Accreted Values), compounded on
199_, and on each June l and December l thereafter. The Accreted Value will be paid at
maturity (or upon earlier redemption) but only upon presentation and surrender of this Bond,
provided that at maturity or upon earlier redemption hereof, the Accreted Values (per $5,000
Maturity Amount) as set forth in the Table of Accreted Values shall determine the total amount
due (per $5,000 Maturity Amount) to the date or maturity or redemption. Rath principal of,
presniurn, if any, an interest on this Bond are payable in any coin or currency of the United States
of Arneri.ca which at the time of payn eni is legal tender for the payment of public or private debts.
The Accreted Value of this Bond shall be payable Capon presentation and surrender hereof on the
maturity Bate or the date fixed for redemption at the corporate trust office of
_ (the "Paying .Agent") in
Florida, or at the office de sigr¢ated for such payment of any successor thereof
The Bonds of tl,, s issue [shall not e] [shall be] subject to redemption prior to their
-6
4 maturity at the>option of the Issuer.
(Insert Optional or Mandatory Redemption Provisions)
Notice of such, redemption shall be given in the manner required by the 'Ordinance
described below_,
This Bond is a Capital Appreciation Bond and is one of an authorized,issue of Bonds, ill
the aggregate principal arnount of $ of like date, tenor and effect, except as to
number, date, maturity, 'interest payment dates, interest rate and redemption provisions, issued to
finance the cost of refunding the City's outstanding Water and Sewer Revenue Bonds, 'Series 1981;
(the " efanded Bonds") pursuant to the authority of and in full compliance with the Constitution
And laws of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes,
Ordinance No. 3674 1 4, enacted on August 2, 1984, as amended and supplemented, jparticularly
as supplemented by Ordinance No. _-98, duly enacted by the Issuer on , 1998,
as amended and supplemented (collectively, the "Ordinance)"), and is subject to all the terms and
conditions of such Ordinance. All capitalized undefined terms used herein shall have the meaning
set forth in the Ordinance.
This Bond and the issue of Bonds of which it is a part, are special obligations of the Issuer
payable solely from aid secured by an irrevocable lien upon and pledge of the net revenues
derived by the Issuerfirorn the operation of its water and sewer system (the "System.)(hereinafter
referred to as the "Pledged Revenues"), on a parity with the Issuer's Water and Sewer Revenue
Bonds, Series 1.993, remaining outstanding after the refunding of the Refunded Bonds (the "Parity
Bonds"), all in the manner provided in the Ordinance:
'This Bond does not constitute a general indebtedness of the Issuer, or a pledge of the-
faitk credit or taxing power of the Issuer, the State of Florida or any political subdivision thereof;
nor shall the Issuer be obligated (1) to exercise its ad valorem taxing poorer or any ether taxing
power in any form on an.y real or personal property in the'Issuer to pay the principal of"the Bonds,
the interest thereon or other:costs incident thereto or (2)to pay the same from any other funds of
the Issuer, except from the Fledged Revenues, in the manner provided herein and in the
Ordinance It is ft rther agreed 'between the Issuer and the Registered Owner of this Bond that
this Bond and the indebtedness evidenced hereby shall not constitute a lien on the Sy9tem or any
other property of the issuer, but shall constitute a lien only on the Pledged revenues, in the
manner provided in the Ordinance.
If the date for payment of the principal of, premium, if any, or interest on this Bond shall
be a Saturday, Sunday„ legal holiday or a day on which banking institutions in the city where the
corporate trust office: of the paying agent is located are authorized by law or executive order to
close, then the date fb:r such payment shall be the next succeeding day which is not a Saturday,
Sunday, legal holiday or a day on whicil such banking institutions are authorized to close, and
payment, on such date shall have the same force and effect as if made on the nominal bate of
payment.
B-7
�3111-
In and by the Ordinance, the Issuer has covenanted and agreed that it will fix, establish and
rna:iratain such rates and collect such fees, rentals and other charges for the services and facilities
of the System and revise the same from time to time whenever necessary, as will always provide
Gross revenues in each Fiscal Year sufficient to pay the Cost of Operation and Maintenance of
the System in such Fiscal Feat, one hundred fifteen percent (115%) of the Bond Service
Requirement becoming due in such year on the Parity Bonds, on the outstanding Bonds and on all
outstanding additional Bonds, ;plus one hundred percent (100%) of all reserve and other
payments required to be made pursuant to the Ordinance and has entered into certain further
covenants and agreements respecting the Bonds, as to which reference is made to the Ordinance.
The Issuer may deern and treat the Registered Owner.hereof as the absolute owner hereof
(whether or not this`Bond' shall be overdue) for the purpose of receiving payment of or on
account of principal hereof and interest:due hereon and for all ether purposes.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this Fond exist, have happened
and have been performed in regular and clue form and time as required by the laws and
Constitution of the 'Mate of Florida applicable thereto, and that the issuance of the Bonds of this
issue does not violate any constitutional or statutory limitations or provisions.
Subject to the provisions or the Ordinance respecting registration, this Band is and has all
the qualities and incidents of a negotiable instrument under the Uniform Commercial 'Code
Investment Securities of the Stage of Florida.
The 1998 Capital Appreciation Bonds are issued in the forma of fully registered bonds
without coupons in ?Maturity Amounts of $5,000 or any integral multiple of $5,000. Subject to
the limitations and upon payment of the charges provided in the Ordinance, 1998 Capital
Appreciation Bonds may,be exchanged for a. like aggregate Maturity Amount of Bonds of the
saute maturity of other authorized denominations. This Bond is transferable by the Registered
Owner hereof in person or by his attorney duly authorized in writing, at the above-rnefttioned
office of the Registrar, but o ly in the manner, subject to the limitations and upon payment of the
charges provided in the Ordinance, and upon surrender and cancellation of this Bond.
Bonds may be transferred upon the registration books upon delivery to the'Registrar of
the Bonds, accompanied h'i' a written instrument or instruments of transfer in form and with
guaranty of signature satisfactory to the Registrar, duly executed by the Registered owner, of the
Bonds to be '.transferred or his attorney-in-fact or legal representative, containing -written
instructions as to the details of the transfer of such Bonds, and if the transferee is a trust, the
social security number or federal employer identification numbers of the settlor and beneficiaries
of the trust, the federal employer identification number and date of the trust and the name of the
trustee. The Issuer or the Registrar may charge the Registered owner of such Bond for every
such transfer of`a Bond an aanount sufficient to reimburse them for their reasonable fees and any
tax, fee, or rather governrnearataal charge required to be paid with respect to such transfer, and may
require. that such charge be paid before any such new Bond shall be delivered.
B_g
Thin Bond shall not be valid or become obligatory for any purpose or be entitled to any
benefit or security under the Ordinance until it shall have been authenticated by the execau;ion by
the Registrar of the certificate of authentication endorsed hereon.
NVI SSS MEOF, the City of Clearwater, Florida, has issued this Bond and has
caused the s=e to be signed by the manual oi- facsimile signature of its Mayor- of issioner and
City Manager, and attested by its City Clerk and its seal or facsi 0, 3.it f to be A xed
impressed, imprinted, lithographed or reproduced hereon, all as of the :: a: day'of
1998.
CITY'OF CLEARWATER, FLORIDA
(SEAL)
manual or facsimile)
IMayor-Commissioner
(manual or facsimile
City Manager
ATTESTED:
ED:
manual or f csa ilea
City Clerk
A.Lpproved as to'Forrn
Sufficiency anti Correctness
(manual or facsimile
City Attorney
-9
C13RTIFICATB OF AUTBENTICATION
This "Bond is one of the Bonds issued under the provisions of the within mentioned
Ordinance.
Registrar, as Authenticating Agent
Date of Authentication:>
BY�> (Manual Signature)
Authorized Officer
ASSIGNMENT'I° A NDTRANSFER
For value received the undersigned hereby sells, assigns and transfers unto
_ (P.lease insert Social Security or other identifying number,of transferee)
% the attached bond of the City of Clearwater, Florida, and does hekreby
constitute and appoint _ , ate®rney to transfer the said Bond on the
books kept for registration thereof, with hall power of substitution in the premises.'
Date
Signature Guaranteed by
[member
fans of the New York Stock
Exchange or a commercial
bank or a trust company
I3y: (manual signature
'title: No transfer will be registered and no new
Bonds will be issued in the name of the
Transferee, unless the signature to this
assignment <corresponds with the name as it `
appears upon the face of the within Bond in
every particular, without alteration' or
enlargement or any change whatever and the
Social. Security or Federal Employer
Identification Number of the Transferee is
supplied.
[SCHEDULE OF CtJMPOUTTMED AMOUNTS]
[BOND COUNSEL OPINION]
[END OFFORIVI OF CAPITAL APPRECIATION BOND]
B-10