5906-95 ORDINANCE NCB 5906-»95
U ORDINAONCE OF THE CITY. OF CLE.7 RTIATER,
FLORIDA, PROVIDING FOR THE CONSTRUCTION OF
CERTAIN MUNICIPAL PUBLIC IMPROVEMENTS AND
PRQVIDI:NG FOR THE ISSUANCE E O'F NOT EXCEEDING
$1,4Q0, 000 SPECIAL ASSESSMENT IMPROVEMENT
BONDS,, SERIES 1995, OF THE C.%l` OF CwLEE?WA TAR, ,
FLORIDA; PROVIDING FOR TEiE PAYMENT OF THE
BONDS FROM CERTAIN SPE`;CIA:L, ASSESSMENTS ;
PROV3,'DING FOR THE RIGHTS OF THE HOLDERS OF
SUCH BONDS, MAKING- CERTAIN OTHER COVENANTS AND
AGREE IE;NTS IN CONNECTION THERE WI.TH PROVIDING
CERTAIN 01-HER MATTERS IN CONNECTION THEREWITH;
AND PROVIDING AN EFFECTIVE DATE.
RE` IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF
CLEARWATER, FLORIDA.
Section 1. AUTHORITY FOR THIS .ORDINANCE. This Ordinance is
enacted pursuant to Chapter 166, Part II , Florida Statutes, Chapter
2? , Article I ,' Code of Ordinances of the City of Clearwater
F log ida g and other applicable provisions of law ;(the -"A.ct") .
Sect ova
2 . FINDINGS. It 'is hereby ascertained, detertined'
and declared. that:
A. Pursuant to Article VIII , Sect-ion 2 (b) , of the Florida
Constitution and as an exercise of the Home Pule 'Authority of the
City of Clearwater, Florida, the city commission (she �'Co�ani ssr�ion")
of the City of Clearwater, Florida (the "City" or the �4<Iss�zer °)
duly, enacted Ordinance No. 5459°93 , (the "Amending Ordinance") P
amending Sections 27`. 01 through 27 . 13 , Code of Ordinances o$ the
City, providing,` among other things, for special assessments based
upon, area, value or other reasonable bases and recTi sing the notice
and hearing requirements for special assessments.
B. Pursuant to Section 27 . 03 , Code of Ordinances of the City,
the Cep ?niss`ion duly adopted Re--n? ut i o, me �� � � r� �� r_;-
Reso. ut ion")' , expressing an intention to levy special assessments
(the 9tSQecial Assessments") and to construct certain improvements
to Gul. �. Bouletira.Pd consisting of (a) the burying of existing ,
electric- power transmission lines , related utility transni�asion
lines and related facilities and (b) the replacement of street
light poles and lights (the "Project„) ; at the time the Intenr.
Resolution was adopter., there was on file with the City Clerk (i)
an assessment plat ('the "Assessment Plat") showing the parcels to
be assessed:, and (ii) an estimate of the cost of the Project (--he
"Cost Esti-mate") , as requi red by Section 27 . 03 , Code of Ordinances
of the City.
C% Pursuant to Section 27 . 04 , Code of ordinances of the City,
a preliminary assessment roll (the "Preliminary Assessment Roll")
was prepared in accordance with the method of assessment provided
for in the Intent Resolution and filed with the City Clerk;
D. Upon completion of the Preliminary Assessment Roll , the
ComMssion, pursuant to Section 27 . 05 , Code of Ordinances of the
City, duly adopted a resolution (the "Public Hearing Resolution")
which fixed the date, time and place of certain public hearings as
to the Project, the Special Assessments and related matters;
E. Notices of such public hearing were duly mailed and
published in accordance with Section 27 . 05, Code of Ordinances of
the City, and as required by the Public Hearing Resolution;
F. Pursuant to Section 27 . 05, Code of ordinances of the City
and the Public Hearing Resolution, at the times and places
specified in the aforesaid notices of public hearing, the
Commission held such public hearing, made a final decision to levy
the Special Assessments, sat as an equalizing board, equalized the
Special Assessments and by resolutions (the "Final Assessment Roll
Resolution") , approved a. final assessment roll and levied t1 he
Special Assessments shown thereon;
G. Such final assessment roll is herein referred to as the
''Final Assessment Roll . ''
H. The Special Assessments shown on the Final Assessment Roll
are in the aggregate principal amount of $1, 400 , 000 and shall be
payable, together with interest accruing from November 1, 1996 at
any interest rate on the Bonds to be determined by subsequent
resolution adopted prior to the issuance of the Bonds, in ten equal
(or as nearly equal as possible) annual installments of principal
and interest, provided that prior to the date that is not less than
ten (10) days prior to the date of issuance of the Bonds, any
Special Assessment may be prepaid during a period of not less than
thirty ( 30) days without interest as required by Chapter 27 , Code
of Ordinances of the City and the Final Assessment Roll Resolution.
The Special Assessments are also subject to prepayment as provided
in the Final Assessment Roll Resolution, and are subject to
reduction by a credit as provided in Section 27 . 05 (4) , Code of
ordinances of the City, and the Final Assessment Roll- Resolution
for their proportionate part of the difference in the Special
Assessments as originally made, approved and confi--r-mned and the
actuaii costs of 'the Project as tinally determined by the City 0 n
the Acceptance Date ;
I . Having considered the testimony provided at the public
hearing for the Special Assessments and the public hearing prior to
the final adoption hereof, any written objections filed with the
Commission and other evidence presented at such public hearings,
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the Commission hereby finds and determines that: (a) the City ' s
actions to authorize the Project and the Bonds commenced following
the request by a majority of the residents of the Special
Assessment District 95-1 (the "District") responding to a ballot
submitted to then by the Sand Key Civic Association for the City to
cause the overhead electric power transmission cables and related
utility lines to be buried in an effort to improve the Districi and
to increase the safety of the residents and commercial
establishments of the District; W that the existence of overhead
electric power transmission cables and related utility lines pose
a serious threat to the health and safety of the residents of the
District and users of the commercial establishments in the District
in the event of a storm with high winds , such as Hurricane Andrew
and Erin; (c) such power lines are subject to be downed in a storm
increasing the chance of electrocution of such residents, removing
the ability to deliver electrical power to the District in the
event of an emergency occasioned by such a storm, and impeding the
ability of the City to respond to such an emergency; (d) such
storms are occurring more frequently; (e) the problems associated
with such overhead electric power transmission lines can be
resolved through the burial of such lines underground; and (f) that
completion of the Project and the issuance of the bonds herein
authorized to finance the costs thereof are in furtherance of the
public health and safety functions of the City; and
J . It is desirable for the issuer to issue its special
assessment improvement bonds, herein authorized (the "Bonds") , in
a principal amount not to exceed $1, 400 , 000 ;
Fn The Issuer desires to authorize the Bonds and to establish
the terms of the Bonds, the form of the Bonds , and make certain
other covenants for the benefit of the initial and subsequent
holders of the Bonds.
Section 3. AUTHORIZATION OF PROJEC1% There is hereby
authorized the construction of certain municipal public
improvements to Gulf Boulevard within the municipal limits of the
city consisting of (a) the burying of existing electric power
transmission lines , related utility transmission lines and related
facilities and (b) the replacement of street light poles and lights
(the "Proslect") .
Section 4 . ORDINANCE TO CONSTITUTE CON T. In considera-
tion of the acceptance of the Bonds by the Bondholders from time to
time , this Ordinance shall be 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 Bonds, all of which shall be of
equal rank and without preference, priority or distinction of any
of the Bonds over any other thereof, except as expressly provided
therein and hey:-EI-ILT-1,
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Section 5. AUTHORIZATION OF BONDS. Subject and pursuant to
the provisions hereof , Bonds of the Issuer to be known as "Special
Assessment improvement Bonds, Series 1995" are authorized to be
issued in the aggregate original principal amount of not exceeding
$1 , 400 , 000, provided however, that the Issuer reserves the right to
change the series designation of the Bonds by subsequent resolution
adopted prior to the date of issuance of the Bonds.
Section 6. DESCRIPTION OF BONDS. The Bonds are authorized
pursuant: to Chapter 166, Part II, Florida Statutes, and Section
27 � 07 , Code of ordinances of the City. The Bonds and the IssQer' s
obligations to pay the principal of and interest on the Bonds shall
be special and limited obligations of the .Essuer payable solely
from and secured solely by the Bond Security (hereafter identified)
which is expressly pledged to the holders of the Bonds as security
therefor.
The 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 combination
thereof ; shall be designated "R- " and numbered consecutively from
one upward in order of authentication; shall be in such denomi-
nations, shall blear 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 determined by
subsequent resolution of the issuer. The 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 principal sum.
The Bonds shall be issued in denominations of $100, 000 or any
integral multiple of $5, 000 in excess thereof, and shall be
delivered only to an "accredited investor" as such term is defined
in the securities and Exchange Act of 1933 , as amended, and
Regulation D promulgated thereunder.
The 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 or redemption thereof at the
corporate trust office of the paying agent hereafter named.
Interest on snArh fu11y registcrcd Bcnd shall be paid by aheck ar
draft 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 (whether 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 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
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interest as established by notice mailed by the Registrar to the
reqistered owner of the Bonds not less than fifteen days preceding
such special record date. Such notice shall be mailed to the
Derson in whose name such Bond is registered at the close of
business on the fifth (5th) day preceding the date of All
payments shall be made in accordance with and pursuant to the terns
of this Ordinance and the Bonds and shall be payable in any coin or
currency of the United States of America which, at the time of pay--
ment is legal tender for the payment of public or private debts .
No 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.
lf, the date for payment of the principal of, premium, if any,
or interest on the Bonds shall be a Saturday, Sunday, legal holiday
or a day on which the banking institutions in the city where the
Located are, au trust office of the paying agent is L - L_
rized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday,
Sunday or regal holiday or a day on which such banking roan-itut.-]-ons
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 .
Sec-IC-ion 7 . EXECUTION OF BONDS. The Bonds shall be executed
in the name of the Issuer by the Mayor-Commissioner and city
Manager and attested by the City Clerk, and approved as to form,
and legal sufficiency by the City Attorney, either manually or with
facsimile signature , and the official seal of the 'lssuer or a
facs1mile thereof shall be affixed thereto or reproduced thereon.
The facsimile signature of such officers may be imprinted or
reproduced on the Bonds. The Certificate of Authentication of the
Bond Registrar shall appear on the 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 Bond. 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 Bonds
shall at all times be a manual signature. In case any officer
whose signature shall appear on any Bonds shall cease to be such
facsimile shall nevertheless be valid and sufficient for all pur-
poses the same as if he had remained in office until such delivery.
Any Bonds may be signed and sealed can behalf of the Issuer by such
person who at the actual time of the execution of such Bonds shall
hold the proper office with the issuer, although at the date of
enactment of this Ordinance such person may not have held such
office or may not have been so authorized.
Section G . NEGOTIABILITY Subject to the provisions hereof
respecting registration and transfer, the Bonds shall be and shall
have all the qualities and incidents of negotiable instruments
under the laws of the State of Florida, and ea.cn successive holder,
in accepting any, of the Bonds, shall be conclusively deemed to have
agreed that the Bonds shall be and have all of such qualities and
incidents of negotiable instruments under he Uniform Commercial
Code - investment Securities of the State of Florida.
Section 9 .. REGISTRATION, EXCHANGE AND TRANSFER. There shall
be a Bond Registrar for the Bonds which may be the Issuer or a
designated bank or trust company located within or without the
State of Florida ., The Board Registrar shall maintain the registra-
tion books of the Issuer and be responsible for the transfer ' and
exchange of the Bands . she Issuer shall , prior to the proposed
date" of delivery of the Bonds, by resolution designate the Bond
Registrar and Paying Agent. The Bond Registrar shall maintain the
books for the registration of the transfer and exchange of . the
Bonds in compliance with the Florida Registered Public Obligations
Act and the system of registration as established by the Issuer
pursuant, thereto
Bonds may be transferred upon the registration books, upon
delivery to the Registrar, together with written instructions as to
the ;details of the transfer of such Bonds, alone 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 namme
of the trustee. No transf°er of any Bond shall be effective until
entered on the registration books maintained by. the Bond Registrar.
Upon surrender for transfer or exchange of any 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 Bond or
Bond's of authorized denominations 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
accordance with the provisions of this Ordinance . The Issuer or
the Bond Registrar may charge the owner of such Bond for every such
transfer or exchange an amount sufficient to reimburse them for
their reasonable fees and for any tax, fee, or other governmental
Crlar` E' ZeCfui_ Yed C? hP n-4 vjt-1- r!acne -.1 6've ,r,' ,
require that such charge be paid before any such new Bond shall be
delivered.
All Bonds presented for transfer, exchange, redemption or
payment (if so required by the Bond Registrar) , shall be accom-
panied by a wri-teen instrument or instruments of transfer or
authorization for exchange, in form and with guaranty of signature
satisfactory to the Bond Registrar, duly executed by the registered
ho:Ldvr or by his duly authorized attorney in fact or legal
representative.
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All fonds e1.eslivered upon transfer or exchange shall 'bear
interest from the preceding interest payment date so that neither
ga i.n nor loss in interest shall result from the transfer, or
ex hanc e. New Bonds delivered upon any transfer or exchange shall
be valid obl,gate cns of the Issuer, evidencing the same debt as the
Bond surrendered, shall be secured by this Ordinance and shall b,�:
entitled to all of the security and the benefits hereof to the sane
extent as the Bonds surrendered .
The Issuer and the Bond Registrar may treat the registered
orb=net~ of any Hosed as the absolute owner thereof for all pt r;-ores
whether or not such Bonds shall be overdue, and shall not be bound
by any notice "Co the contrary.
Notwithstanding the foregoing provisions of this section, the
Issuer reserves "C-Tie right, on or prior to the delivery of the Bonds
to amend or raodi.f'y the foregoing provisions relating to the regis-
tration of the Bonds by resolution or ordinance in order to comply
with all applic:a.ble laws, rules, and regulations of the United
States and/or the State of Florida relating thereto. In addition,
pursuant to a resolution adopted prior to the issuance af. ' the
Bonds , the Issuer may establish a book--entry--only system of r&gi.s
tration for the Bonds, the provisions of which shall be deemed tea
modify' any inconsistent provisions of this Ordinance.
Section 10. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become Mutilated, or be destroyed, stolen or
lost , the issuer may in its discretion _issue and deliver to new Be.sT"1d
of like tenor as the Bond so mutilated, destroyed , stolen or lost,
in exchange and substitution for such mutilated Bond upon surrender
and cancellation of such mutilated Bond or in lieu of and substitu-
tion for the Bond destroyed, stolen or Lost, and upon the holder
furnishing the Issuer proof of his ownership thereof and satis-
factory indemnity and complying with such other reasonable
reaalat4 ons and conditions as the Issuer may prescribe and paring
such expenses as the Issuer may incur. All Bonds so surrendered'
shall be canceled by the Registrar for the Bonds. If any of the
Bonds shall have matured or be about to mature, instead of issuing
a substitute Bond, the Issuer may pay the same, upon being
4nde ,nillied as a,.forasa` d., and. if such Bonds be lost, stolen or
Any such duplicate Bonds issued pursuant to this section shall
ox ctitjit° oa igiiiul , cadd tiona.L contrac L al ob.1igations on the part
of the Issuer whether or not the lost, stolen or destroyed Bonds be
at any time found by anyone, and such duplicate Bonds shall be
entitled to equal. and proportionate benefits and rights as to lien
on the source and security for payment from the funds, as herein-
after pledged, to the same extent as all other Bonds issued
hereunder.
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Section 11. PROVISIONS FOR REDEXPTION. The Bonds shall be
redeemable as provided by subsequent resolution of the Issuer.
Bonds in denominations greater than an authorized denomination
shall be deemed to be an equivalent number of Bonds in the
denomination of an authorized denomination. If a Bond is of a
denomination larger than an authorized denomination, a portion o�
such Bond may be redeemed, in the amount of an authorized
denomination or integral multiples thereof.
Notice of such redemption, identifying tha Bonds or portions
thereof called for redemption (i) shall be filed with the paying
agents and any Registrar; and (ii) shall be mailed by the
Registrar, first-class mail, postage prepaid, to all registered
owners of the Bonds to be redeemed not more than sixty (6 0) 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 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 Bonds or portions of 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 Bonds or portions of Bonds on
such date. On the date so designated for redemption, notice having
been mailed and filed and moneys for pa'Fpnent of the reden. ption
price being held in separate accounts in trust for the holders of
the Bonds or portions thereof to be redeemed, all as provided in
this Ordinance, interest cni the Bonds or portions of Bonds so
called for redemption shall cease to accrue, such Bonds and pdr-
tions of Bonds shall cease to be entitled to any lien, benefit or
security under this ordinance, and the holders or Registered Owners
of such Bonds or portions of Bonds, shall have no rights in respect
thereof, except the right to receive payment of the redemption
price thereof.
Section 12 . FORE OF BONDS. The text of the Bonds shall be in
substantially the form attached hereto as Exhibit A, with such
omissions, insertions and -variations as may be necessary and
desirable and authorized and permitted by this Ordinance or by any
subsequent ordinance or resolution adopted prior to the issuance
thereof.
Section 13 . BONDS 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 Bond Security herein provided. No Bondholder shall
ever have the right to compel the exercise of the ad valorem taxing
no C"
power of the Issuer or taxation in any form of any real property
therein to paN7 the Bonds or the interest thereon or be entitled to
payment of such principal and interest from any other funds ,Df the
Issuer except from the Bond Security in the Manner provided heroin.
Section 14 . FU14DS AND CCO TTSb PLEDGE
(a) De css it of Proceeds. Upon receipt of the proceeds of
the Bonds the same shall be deposited in the Project Fund described
in (b) , below.
(b) P�cj ect Fund. There is hereby created a special fund
entitled Clearwater Special Assessment Project Fund (the "Project
Fund" ) which shall. be established and administered by the Issuers
�
Finance Director. Except as provided below, amounts in the Project
Fund shall be used only to pay (a) expenses of issuing the Fronds,
(b), interest on the Bonds for a period of not to exceed twelve (22)`
months (which anount shall be held in a Capitalized Inte:res .
Subaccount until disbursed to pay such interest) and (c) costs of
the Project. If amounts in the Project Fund are not sufficient to
pay all costs of the Project, the Issuer, at its election, may (?)
reduce the scope of the Project, (ii) may voluntarily use o"thef
Issuer funds to counplete the Project, or (iii) adopt an additional
special assessment to cover such excess costs. If upon acceptance
of the Project the amounts in the Project Fund exceed the amount
needed to pay all remaining costs of the Project, the excess may,
at the election of the Finance Director, be used to pay interest on
the Bonds for -a period not to exceed one year :following the Accep-
tance ?gate, defined herein. To the extent not used for such
purpose, such excess shall be used to prepay the principal of the
Bonds in a prorata amount ol= each amortization installpnent and
maturity payment. The Issue" covenants to commence the
construction of the Project as soon as reasonably possible
foll'owinq the issuance of the 'Bonds, to conduct the construction of
the Project with clue diligence and shall use its best efforts to
cause the Project. to be completed and accepted by the Issuer not
later than a date certain to be designated by the City in a
subsequent resolution adopted prior to the issuance of the Bonds
(the "Anticipated Acceptance Date" ) .
(c) fLJLnk mound. There is hereby created, a specjal fund
entitled Clearwerk-ler Special Ass sess-m nt- Improvement Fund (the-
y'......;" ) y-aiA.i::s be eszabiisned and administered by the
Issuer' s Finance Director.
All principal of, interest on and penalties on the Special
Assessments shall be deposited upon receipt in the Sinking Fund.
All amounts on deposit in "the Sinking Fund on a date to be
determined by the City in a subsequent resolution adopted prior to
the issuance of the Bonds (the t°Pay-ment Date") , shall be used to
pay debt service on the Bonds which is scheduled to become due on
such date and an, excess a ou>nts, at the election of the Finance
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.. 047
Director, may on that date be used to repay any advances previously
made to the Sinking Fund (and not previously repaid) from other
funds or accounts of the Issuer and any such excess which is not so
used may be used on such Payment Date to prepay principal of the
Bonds or may be transferred to the General Fund of the Issuer or
such other fund as may then be designated by the Finance Director.
Prepayrents of Me principal of the Bond shall be applied! tr-
installments of principal not yet due in a prorata amount of each
amortization installment and final maturity payment. If at any
time debt service on the Bonds is due and payable there are not
sufficient moneys in the Sinking Fund to pay all debt service then
due and payable, then the issuer may, but shall not to Kyqqlred to,
advance moneys in the Current Administration Fund or other lawful
funds of the Issuer for such purpose. Any advances so made to the
Sinking Fund may subsequently be repaid from amounts thereafter
deposited in the Sinking Fund, as above provided.
(d) Cur.r'ent Administration .Fund, There is hereby created
a special fund entitled Clearwater Special Assessment Current
Administration Fund (the "Current Administration Fund") which shall
be established and administered by the issuer 's Finance Director in
the issuer' s General Fund. Amounts in the Current Administration
Fund shall be used to pay costs of administering the Special
Assessments and the Bonds, to make payments to the United States of
America pursuant to the provisions of Section 148 (f) of the
Internal Revenue Code of 1986, as amended (the "Code") , to
reimburse the Issuer for administration expenses and any amounts
voluntarily advanced to make payments pursuant to Section 148 (f) of
the Code and may also be used for any lawful purpose of the Issuer.
(e) jpyest . nt income . Moneys in the Funds and Accounts
created hereby shall be invested by the Finance Director in invest-
ments in which moneys of the Issuer may lawfully be invested. All
income earned by the Issuer from the investment of sale proceeds of
the Bonds and from the reinvestment of such income prior to the
Acceptance Date shal1 be deposited upon receipt in the Project
Fund. After the Acceptance Date all investment income earned on
the sale proceeds of the Bonds and from the reinvestment of such
income shall be deposited upon receipt in the Sinking Fund. Income
earned by the Issuer from the investment of amounts derived from
the Special Assessments and from the reinvestment of such income,
shall be deposited, upon receipt, as follows: ( i) first, to the
Sinking Fund, but only to the extent needed to assure the timely
payment of debt service an the Bonds, (ii) second, to the Current
Administration Fund to the extent needed to pay or to provide for
payments to the United states of America pursuant to the provisions
of Section 148 ( f) of the Code and (iii) the balance shall be
deposited in the Sinking Fund or the Current Administration Fund or
apportioned between those Funds in such 7manner as the Finance
Director shall elect . in making investments the Finance Director
shall comply with the provisions of Section 148 of the Code.
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17`�
ct
The 1.<.s.,uer hereby pledges to the holders of the
Bonds for the payment of the Bends and debt service thereon
the Isad lowi3"q t°Bc:. nd Security" :
(A) thc— Special Assessments, the special
asso*sment liens on parcels of benefitted property
socuring such Special Assessments and all revenues
received from the collection of the Special Assess-
ments r���..ti";;w ,�+ ��=,�ws� than amounts recovered .s..�� the 2ssue
for Lt,,al and other administrative costs incurred
by the Issuer and payable from the one 11%) percent
administrative tee levied as part of t1 le special
e:1I"l?`A''
f
Amounts on deposit in. the Funds and
A( caa,ints created hereby (except for amounts in the
Current Administration Fund) , provided that the
interest of the holder of the Bonds on amounts in
the Project Fund shall be subject to the Issuer' s
pr,ior right to apply those amounts as provided in
subsection (b) of this section.
Q) The Issuer hereby covenants to use the amounts
in the Current Administration Fund for the purposes specified
in subsection �d) of this section.
( 1. ) The anounts held in the aforesaid Funds and
Accounts are to be held in trust by the Issuer for the pur-
poses herein provided and shall be deposited, held, invested
and disbursed as provided herein and in accordance with law.
Accounting reoords shall be maintained by the Finance Director
for each such Fund, Account and Subaocount and for the cash
and Vvestmont s therein and investment income therefrom.. Such
records shall he maintained in such a manner as to facilitate
compliance with the applicable provisions of Section 248 of
the Code .
r ) c v; Pl*:�dge,. Except for the Bonds
l ,t t
the. l _:S-� S t ri:5§", will v5 r^w�` without r �1 a.:..>.F,,. ...a i*.:a prior 1f�.:..Z t,i....k:.l 6 C:;o I1 s E'..n t of the
ho l do . of' the }��4as�'�ds , � issue e ,T" y obligations or evidences of
indebtedness o any type or character whichh are payable from the
Bond Security . nor voluntarily create or cause to he created any
dfi"'abt . ; On . P1 Odle, 4i;,s;l.t#itment, encumbrance or other charge, hcavinig
prior icy over or being on a parity with the lien hereby created on
thereon .
lv,,rt: fir_:+n security iM1..o secure. payment of the Bonds and debt service
of the Issuer. he
Rr.,r-adr in ! the dobt service thereon shall be limited and spe'ciall
ob! !qa q., s ...,ns of the [.xi_4, a.re r payable solely from the Bond Security, as
1
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provided herein. However, nothing herein shall. prohibit. the
Issuer, in its sole discretion, from advancing moneys from other
lawful sources for deposit in the Sinking Fund, and if any other
moneys are deposited in the Sinking Fund such money shall , upon
such deposit, become a part of the Bond. Security and be subjetht to
the lien and pledge hereof.
(i) Adx.ini trati.on and Enforcement o��S f cial Assess
menus. The Issluer has elected to use the uniform method of
collection of non-ad valorem special assessments as permitted by
Section; 197 . 363'21 , Florida Statutes, and hereby covenants that such
method of collection of special assessments shall be maintained
therefor until the Special Assessments are collected in full or the
Bonds are retired . o-
Section 15. APPLICATION OF PROCEEDS OF THE BONDS. A-1 moneys
received from the sale of the Bonds shall he deposited by the
Issuer in a special fund and applied by the Issuer as follows:
(A) All accrued interest shall be deposited in the
Sicking Fund and used solely for the purpose of paying
interest an the Bonds.
(B) To the extent not reimbursed or 'paid by the original
purchaser of the Bonds, the Issuer shall pal' all costs and
expenses in connection with the preparation, issuance and sale
o f the Bonds.
(C) The balance of the proceeds of the Bonds ( including
capitalized interest) shall be deposited in the Project Fund
to be distributed in accordance with Section 14 (b) hereof.
Such funds shah be accounted for 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
solely for the purposes set forth herein.
Section 16. TAX COMPLIANCE.
A. In General. The Issuer at all times whale the Bonds and
the interest thereon are outstanding w l 1 r-r)Tn-cl t_7 WJ 4-i� �,� ; —, PIIC
able provisions of the Crude and any valid and applicable ruler and
regulations promulgated thereunder 'thee "Regulations") in order to
ensure that the Lnterest on the Bonds will be exc-lude.i front: gross
income For federal 'J nicomie '- a>, purposes .
B. Rebate. ( 1) 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
12
c � a
accounts to the extent required by the Code and Regulations and
shall. otherwise r�i aintain 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 and an arbitrage Letter of
Instructions deilvered to the Issuer in conjunction with the
issuance of the Bonds and as may be thereafter amended or
supplemented.. The requ.i.rements of this Subsection 16B may be
superseded or amended by new calculations accompanied by an opinion
of band 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 riot cause the interest on the 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 firm to annually
make after the end of each 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 B. Records of the
deterrinat ions required by this Subsection B and the Code and 'l egu-°
1ati.ons shall be retained by the Issuer until six (6) years after
the Bonds are no Longer outstanding.
(3) Within the time required by the Code and Regulations
following the end of the fi ftr Banda Year, 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
calculated as of such payment date, as shown by the computations of
the lssuel- 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
after the final retirement of each applicable series of Bonds, the
Issuer shall pay to the United States 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
United States of America pursuant to this Subsection B shall be
filet, with the Internal Revenue Service Center, Philadelphia,
Pennsylvania 19255 .
Section 17" , SALB of THE B�NDS® The Bonds shall be issued and
so±_d in such manner and at such price or prices consistent with the
pr visi,cns of the Fact and the requirement: of this Ordinance, all
at one s_'..m or in installments, a ro r, 'l i-ne C.0 time, as the T.ssue;'r
Section 16. MODIFICATION OR AMENDMENT Tao material modifica-
tion or amendment. of this ordinance or of any ordinance or resolu-
tion amendatory hereof or supplemental hereto may be made without
the consent in writing of ( i) the insurer under any insurance
�_oi is of the Issuer then in farce g�,h:i.c°h insurer against nonpayment
of pri.ncipal of and redemption premium, if applicable, and interest
:�3
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 amendment shall permit a chance in
the maturity of ache Bonds or reduction in the rate: of interest
thereon or in the amount of the principal obligation thereof or
affecting the r;-romise of the issuer to pay the principal of'' and
interest on the Bonds as the same shall become due from the Bond
Security or reduce the percentage of Registered Owners required to
consent to any material modification or amendment hereof without
the consent in writing of any insurer and of all Registered Owners;
provided further, however, that no such modification or amendment
shall allow or permit any acceleration of the payment of principal
of or interest on the Bond: upon. any default in the payment thereof
whether or not the insurer and Registered Owners consent thereto.
Section 19 . DEFEASANCE AND SUBROGATION. (a) If, at any time,
the Issuer shall have paid, or shall have made provision for pay-
ment of , the principal , interest and redemption premiums, if any,
with respect to the Bends, then, and in that event, the pledge of
and lien on the Bond Security and all covenants herein in favor of
the Bondholders shall be no longer in effect,. For purposes of the
preceding sentence, deposit of federal securities or hank
certificates of deposit fully secured an to principal and int=erest
by federal securities (or deposit of any other securities or
investments which may be authorized by law from time to time and
sufficient under 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 make timely payment of the
principal of, interest on, redemption premiums, if any, expenses
and any other obligations of the Issuer incurred with respect to
the outstanding Bonds, shall be considered "provision for payment'" .
Nothing herein shall be deemed to require the Issuer to call any of
the outstanding fonds for redemption 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
insurer pursuant town insurance policy which insures against non-
payment thereof, the pledge of the Bond Security and all covenants,
agreements and other obligations of the issuer to the registered
owners to whom or for the benefit of G;%ibC..m the insurer has made Such
payments . shall continue to exist ..:L 1 6 i.i the LC ..e.:.L a7 l.L t C Y. shall be
subrogated to the rights of such registered owners to the full
extent of such payments.
Section 20. SEVERABILITY OF INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained
shal4 be held contrary to any express provisions of law or contrary
1 CF
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 covena.nts , agreements or provisions shall be
null and VO4 C and .shall be deemed separable from the remaining
i.ng
covenants, agreements or provisions and shall in no way affect' the
validity of any of the other provisions hereof or of the Bend{_
issued hereunder.
Section 21 s 'PPLEMENTIM RESOLUTIONS. The Issuer may�' by
supplemental resolution (a) change the fiscal details of the Bands
( including, but not limited to, the interest payment dates) at. ' the
request of the purchaser of the Bonds, and (b) set forth any
provisions race.red in order 'to obtain municipal Mond insurance or
other credit enhancement Pursuant to such supplemental resolution
the Issuer may make such covenants as it may determine to be ap: ro-
priate with any financial instit;ation that shall agree to in ure
the Bands. Such covenants shall be binding on the Issuer and the
holders ,r f the Bonds the same as` if such covenants were set forth
in full in this Qrdinanc'e.
Section 221 VALIDATION AUTHORIZED. The City ' s Band Counsel ,
in conjunction with the City Attorney, is hereby authorized 'and
directed to institute appropriate proceedings in the Circuit Court
in and for Pinpllas County, Florida, for the validation of the
Bonds and the proper officers of the ''Issuer are hereby authorized
to verify on behalf of the Issuer the pleadings in such proceed-
ings.
Section 23 .` OPEN T G �� N lt. is hereby found' anal
determined that all cffi ial acts by the Commission concerning and
relating to the enactment of this ordinance and all prior resolu-
tions relating to the Bonds were taken in open 'meetings of: the
Co nissien and that all deliberations of the Commission or any of
its committees that, resulted in such official acts were in meetings
open to the public, ; in compliance with all legal requiremeints,
including Section 286. 011 , Florida Statutes.
Section 24 . REPEALING CLAUSE. All -ordinances or resolutions
or parts thereof' of the Issuer' in conflict with the previsions
herein contained are, to the extent of such conflict,, hereby,
superseded and repealed.
sect,-on 25. EFFECTIVE DATE. This Ordinance shall take
of f4ct immediately upon its passage.
Section 26 . PUBLIC NOTICE. Notice of the proposed enactment
of this ordinance has been properly advertised in a newspaper of
general circulation in accordance with Chapter 166 . 041 , Florida
'++r
PASSED (")N FIRST' READING _ Sept(;rm�e r 7, 1995 1995
PP,,SSED ON SECOND R :ADIN
AND FINAL READING AN
-. .._„.«�.. September Al�Lt C ✓ C3 2d � ��� J. 1995
Mayor-Comm ss'' n r
At st:
der
Approved as to Form,
p
S iCie
4-
Y an;-,I Correctness:
City Att me
16
EXHIBIT A
THIS - BOND MAY BE REGISTERED ONLY IN THE NAME OF AND
TR_31�`SFERR D TO AN ''ACCREDITED INVESTOR" AS SUCH TERM IS
DEFINE D IN THE SECURITIES AND EXCHANGE ACT OF 1933 , AS
AMENDED, AND REGULATION , D PROMULGATED THEREUNDER, A Z
OTHERWISE IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE
SECURITIES LAWS .
No. R° $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUN'T'Y OF PINELLAS
CITY OF CLEARWAATER.
SPECIAL ASSESSMENT IMPROVEMENT BOND, SERIES 1095
MATURITY DATE INTEREST RATE* DATED DATE: CUSIP m
Registered Owner,
Principal Ar::ount:
KNOW ALL '.MEN BY THESE' PRESENTS , THAT TOTE CITY OF CLEARWATER,
FLORIDA (the "Issuer" or the "City") , for value received, promises
t6 pay to the order of the Registered 'owner identified' above, or
registered assigns, or, the Maturity Date identified above, the
Principal Amount shorn atcve, solely from the revenues hereinafter
mentioned, and to pay solely from such revenues, interest an said
s.am from the d ate of this Bond or from the most recent 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,
19;_, and semiannually thereafter on 1 and I of
each year. The principal of anal premium, if any , can this are
payable upon the presentation and surrender' hereof at the principal
office of _� (the "Paging Agent") ,
in Florida, or at the office designated for such
payment of any successor thereof. The interest on this Bona; when
due and pMp . . .. , .shall be pCk . x V 4 % :L% L i2C draft ; a i i ed to the
Registered Owner, at his address as it appears on the Bond
Register, at the close of business on the 15th day, of the month
(whether or not a business day) next preceding the interest payment
date (;the 7Record Date" ) , irrespective of any transfer of this Bond
subsequent to such Record Date and prior to such interest payment
date, unless the Issuer shall be in default in payment of interest
date 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
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special record date for the payment of defaulted interest as
established by notice mailed by the Registrar to the Registered
Owner not less than fifteen days preceding such special record
dale. Such notice shall be mailed to the person in whose name such
Bond is registered at the gloss of business an the fifth (5th) day
preceding the date of mailing. All amount: due hereunder shall be
payable in a.n , coin or currency rency of the United States of America,,
which is, at the time of payment, legal tender for the payment of
public or private debts.
The Bonds of this issue shall be subject to redemption prior
to their maturity at the option of the Issue:.
(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 one of an authorized issue of Bonds in the aggre-
gate principal amount of $ of like date, tenter and
effect , except, as to number, date, maturity, interest payment
dates,: interest rate and redemption previsions, issued to finance
the cost of certain improvements to Gulf boulevard within the
municipal limits of the City consisting of (a) the burying of
exi stir - electric power transmission lines, related utility
transmission lines and related facilities and (b) the replacement
of street light poles and lights (the "Project'') pursuant to the
authority of and in full compliance with the Constitution and laws
of the State of Florida, including particularly Chapter 266 ,, Part
II Florida Statutes, Section 27 . 07 Code of Ordinances of the
City, Ordinance No. � °95, enacted on , 2995 ,
[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 shad 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 sorely from and secured
by an :irrevocable lien upon and pledge of the Bond Security (as
defined in the ordinance) , 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 taxing power of hc--,
Issuer, the State of Florida or any political subdivision thereof,
nor shall the Issuer be obligated (I) to exercise its ad valorem
taxing power or any other taxing power in any form on any 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 sane from any other funds of the Issuer, except from the Bond
Sec ur i cy , in the manner provided herein and in the Ordinance. It
is further agreed between the Issuer and the Registered Owner of
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this Bond that this Bond and the indebtedness evidenced hereby
hall not constitute a lien any rather property of the issuer, but
shall constitute a lien only on the Bond Security, in the mariner
pro ide6 in the ordinance.
If the date for payment of the principal of, premium, if any,
or interest on this Bond stall be a Saturday, Sunday, legal holidaw%
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, Sunday, legal holiday or a day on which such banking
ir.stitut,ions 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 Issuer may deem 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 other
purposes.
It is hereby certified and recited that all acts, conditions
and things required to exist, to happen and to be performed pre-
cedent to and in the issuance of this Bond exist, have happened.and
have been perf=ormed in regular and due form and time as required by
the la=y=s 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 provision: of the Ordinance respecting
registration, this Bond is and has all the qualities and .incidents
of a negotiable instrument under the Uniform Commiercial Code-
Investment Securities of the Mate of Florida.
The Bonds are issued in the form of fully registered, bonds
without coupons in denominations of $100, 000 or any integral
multiple of $5, 000 in excess thereof. Subject to the limitations
and upon payment of the charges provided in the Ordinance, Bonds
may be exchanged for a like aggregate Principal Amount of Bonds of
the same maturity of other authorized denominations. This Bond is
y ` gis Owner hereof in person or by his
transferable � lwl�� k'Ze i ��e��C� A"' c' �a�"�'� 1
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
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t' an.Y
ordinance. Bonds may be transferred upon the registration book
upon delivery to the Registrar of the Bonds, accompanied by a
written instrument s ent or instruments of transfer in farm and with
guaranty of signature satisfactory to the Registrar, duly executed
by they 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 they nacre of the trustee. The issuer or the Registrar ,
may charge the, Registered owner of such fond for every such
transfer of a Woad an amount sufficient to reimburse them for their
reasonable fees and any tax, fee, or other governmental charge
required to he paid with respect to such transfer, and may require
that such charge be paid before:: any such new Bond shall be
delivered.
This Bond ;shall not be valid or become obligatory for, any
purpose or be entitled to any benefit or security under the
' Ordinance until it shall have been authenticated by the execution
by the Registrar of the certificate of authentication endorse
hereon,
IN WITNESS WHEREOF, they City of Clearwater, Florida, has
issued this Bond and his caused the same to be signed by they manual
or facsimile signature of its Mayor- Commissioner and 'City Manager,
and attested by its City Clerk and its seal or facsimile thereof to
be affixed, impressed , imprinted, lithographed or reproduced
hereon all as of they day of
CITY OF CLEARWATER, FLORIDA
(SEAL)
(manual or facsimile)
Mayor-commissioner
manual ,_or _ acsimi le t_
City Manager
ATTESTED:
( tl n�C37 or .-.acssi7tinil
City Clerk
Approved as to Form and Legal Sufficiency:
manual or' facsimi.ljg�)_d
City Attorney
A-4
T ,is Bond is one of the Bonds issued under the provisions of
the 'w thirx itientionied Ordinance.
Registrar, as Authenticating
Agent
Date of Authentication
By l Sian t r
Authorized Officer
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pp
VALIDATIgN CERTIFICATE
This Bond is one of a series of Bonds which were validated by
judgment o f. they Circuit Court for Pinellas County, Florida, re -
ered on
Mayor-commissioner
ASSIGNMENT AND T RPINSFER
For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security car other identifying, ,
number of transferee) ��.
t ie attached bond of the City of Clearwater, Florida, and does
hereby constitute and appoint
attorney, to transfer the said Bond on the books kept: for
registration thereof, with full power of substitution in the
premises.
Date
Signature Guaranteed by
[riember
firm of, the N'ew, York Stook
Exchange or a commercial
bark or e, trust company. j
By. (manua s igna tu.re)
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
nano as it appears, upon the
face of the within Bond in
orrery particular, without
alteration or enlargement or
any change whatever and he
Social
Security or Federal
Employer identification Number
of the Transferee is supplied.
[ BOND COUNSEL OPINION]
[ END OFF FORM OF BOND]
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